UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): March 5, 2009
Aware, Inc.
(Exact name of registrant as specified
in its charter)
Commission File
Number: 000-21129
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Massachusetts
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04-2911026
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(State or other jurisdiction
of
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(IRS
Employer
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incorporation)
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Identification
No.)
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40 Middlesex Turnpike,
Bedford, MA, 01730
(Address of principal executive offices,
including zip code)
(781) 276-4000
(Registrant’s telephone number,
including area code)
Not Applicable
(Former name or former address, if
changed since last report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
x Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 8.01. Other
Events
On March 5, 2009, Aware, Inc. (the
"Company") issued a press release announcing that on March 5, 2009, the Company
commenced a modified "Dutch Auction" tender offer for up to 3,500,000 shares of
its common stock at a price per share of not less than $1.80 and not greater
than $2.60, for a maximum aggregate purchase price of approximately $9.1
million.
The shares sought in the tender offer
represent approximately 15% of the Company's outstanding common stock as of
February 24, 2009. The tender offer will expire at 5:00 p.m., New York City
time, on April 2, 2009, unless extended by the Company. The tender offer is not
contingent upon any minimum number of shares of common stock being tendered.
However, it is subject to other conditions as described in the Offer to
Purchase, dated March 5, 2009, which the Company will file with the Securities
and Exchange Commission and mail to holders of its common stock on March 5,
2009.
A copy of the Company's press release is
filed as Exhibit 99.1 to this Report and is incorporated herein by
reference.
Item
9.01. Financial Statements and
Exhibits
No financial statements are required to
be filed as part of this Report. The following exhibits are filed as
part of this Report:
99.1 Press Release
issued by Aware, Inc. on March 5, 2009.
Signature(s)
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly
authorized.
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AWARE,
INC.
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By:
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/s/ Michael A. Tzannes
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Michael
A. Tzannes
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Chief
Executive Officer
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Date:
March 5, 2009