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):
September 18,
2008
AWARE,
INC.
(Exact
name of registrant as specified in its charter)
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Massachusetts
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000-21129
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04-2911026
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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40
Middlesex Turnpike, Bedford, MA, 01730
(Address
of principal executive offices, including zip code)
Registrant's
telephone number, including area code: (781) 276-4000
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:
[ ] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[ ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM
5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGMENTS OF CERTAIN
OFFICERS.
On
September 18, 2008, upon the recommendation of Aware’s Nominating and Corporate
Governance Committee, Aware’s Board of Directors elected Charles K. Stewart as a
Class I Director and to serve as a member of the Board’s Compensation
Committee. Mr. Stewart had previously been a director of Aware from
1988 through 1999 having served as Chairman of the Board of Directors from 1988
to 1990 and from March 1994 to November 1994 and from April 1995 to March
1999. Mr. Stewart has been a private investor for over two decades and
currently serves as a Director of Xencor, Inc. From 1975 to December
1993, Mr. Stewart traded options, futures and securities on the Chicago Board of
Options Exchange. Mr. Stewart received an M.B.A. from Northwestern
University and a B.A. from Yale University.
On
September 18, 2008, Mr. Stewart received a stock option award to purchase 25,000
shares of common stock of Aware. The stock option award had an
exercise price per share equal to $3.12 per share, the fair market value of
Aware’s common stock on the date of grant, and will vest over two
years.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
No
financial statements or exhibits are required to be filed as part of this
Report.
SIGNATURE
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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Dated:
September 22,
2008
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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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