1 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------- Aware, Inc. (Exact Name of Registrant as Specified in Its Charter) Massachusetts 04-2911026 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 40 Middlesex Turnpike, Bedford, Massachusetts 01730 (Address of Principal Executive Offices) (Zip Code) ----------------------------------- Aware, Inc. 1996 Stock Option Plan (Full Title of the Plan) Michael A. Tzannes President and Chief Executive Officer Aware, Inc. 40 Middlesex Turnpike Bedford, Massachusetts 01730 (Name and Address of Agent for Service) (781) 276-4000 (Telephone Number, Including Area Code, of Agent For Service) With copies to: William R. Kolb Foley, Hoag & Eliot LLP One Post Office Square Boston, Massachusetts 02109 (617) 832-1000 ---------------------------------- CALCULATION OF REGISTRATION FEE =================================================================================================================== Title of Amount Proposed Proposed Amount of Securities to be to be Maximum Offering Maximum Registration Registered Registered Price Per Share Aggregate Fee Offering Price =================================================================================================================== common Stock, $.01 par value 2,723,343 $39.49(1) $107,544,815(1) $28,392(1) shares - ------------------------------------------------------------------------------------------------------------------- common Stock, $.01 par value 376,657 $43.56(2) $ 16,407,179(2) $ 4,332(2) shares - ------------------------------------------------------------------------------------------------------------------- Totals 3,100,000 $123,951,994 $32,724 shares ===================================================================================================================
2 (1) For shares issuable pursuant to stock options under Aware, Inc. 1996 Stock Option Plan, as amended, outstanding at July 31, 2000, calculated pursuant to Rule 457(h)(1) based on the weighted average exercise price of such options. (2) For shares issuable pursuant to stock options under Aware, Inc. 1996 Stock Option Plan, as amended, but not yet granted at July 31, 2000, calculated in accordance with Rules 457(h)(1) and 457(c) based on the average of the high and low prices of the Common Stock as reported on the Nasdaq National Market on August 29, 2000. ================================================================================ This Registration Statement covers 3,100,000 shares of common stock, par value $.01 per share, issuable pursuant to the Aware, Inc. 1996 Stock Option Plan, as amended. These shares are in addition to the 3,000,000 shares of common stock registered pursuant to Aware's Registration Statement on Form S-8, File No. 333-15805, filed with the Securities and Exchange Commission on November 7, 1996. The contents of Aware's Registration Statement on Form S-8, File No. 333-15805, as filed with the Securities and Exchange Commission on November 7, 1996, are incorporated herein by reference.
3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 8. EXHIBITS. 4.1 Aware, Inc. 1996 Stock Option Plan, as amended (included as Annex A to Aware's Definitive Proxy Statement filed with the Securities and Exchange Commission on April 11, 2000 and incorporated herein by reference) 5.1 Opinion of Foley, Hoag & Eliot LLP 23.1 Consent of PricewaterhouseCoopers LLP 23.2 Consent of Deloitte & Touche LLP 23.3 Consent of Foley, Hoag & Eliot LLP (included in Exhibit 5.1) 24.1 Power of Attorney (contained on the signature page)
4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bedford, Massachusetts, on August 31, 2000. Aware, Inc. By /s/ Michael A. Tzannes ---------------------- Michael A. Tzannes President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS that each individual whose signature appears below hereby constitutes and appoints Michael A. Tzannes and Richard P. Moberg and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing which they, or any of them, may deem necessary or advisable to be done in connection with this Registration Statement as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or any substitute or substitutes for any or all of them, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ Michael A. Tzannes President, Chief Executive Officer and August 31, 2000 - ------------------------ Director Michael A. Tzannes (Principal Executive Officer) /s/ Richard P. Moberg Treasurer and Chief Financial Officer August 31, 2000 - ------------------------ (Principal Financial and Accounting Officer) Richard P. Moberg /s/ David Ehreth Director August 31, 2000 - ------------------------ David Ehreth /s/ G. David Forney, Jr. Director August 31, 2000 - ------------------------ G. David Forney, Jr. /s/ John K. Kerr Chairman of the Board and Director August 31, 2000 - ------------------------ John K. Kerr /s/ Edmund C. Reiter Director August 31, 2000 - ------------------------ Edmund C. Reiter
5 EXHIBIT INDEX Exhibit No. Description - ------- ----------- 4.1 Aware, Inc. 1996 Stock Option Plan, as amended (included as Annex A to Aware's Definitive Proxy Statement filed with the Securities and Exchange Commission on April 11, 2000 and incorporated herein by reference) 5.1 Opinion of Foley, Hoag & Eliot LLP 23.1 Consent of PricewaterhouseCoopers LLP 23.2 Consent of Deloitte & Touche LLP 23.3 Consent of Foley, Hoag & Eliot LLP (included in Exhibit 5.1) 24.1 Power of Attorney (contained on the signature page)
1 Exhibit 5.1 Opinion of Foley, Hoag & Eliot LLP Foley, Hoag & Eliot LLP One Post Office Square Boston, Massachusetts 02109-2170 Telephone: (617) 832-1000 Facsimile: (617) 832-7000 Telex 940693 http://www.fhe.com August 31, 2000 Aware, Inc. 40 Middlesex Turnpike Bedford, Massachusetts 01730 Ladies and Gentlemen: We have acted as counsel for Aware, Inc., a Massachusetts corporation (the "Company"), in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, of a Registration Statement on Form S-8 (the "Registration Statement") relating to the offering of up to 3,100,000 shares (the "Shares") of the Company's common stock, $.01 par value, issuable, either under options currently issued and outstanding or under options issuable subsequent to the date hereof, pursuant to Aware, Inc. 1996 Stock Option Plan, as amended (the "Plan"). In arriving at the opinions expressed below, we have examined and relied on the following documents: 1. the Registration Statement; 2. the Plan; 3. the Articles of Organization of the Company, as amended, as of the date hereof; 4. the By-Laws of the Company, as amended as of the date hereof; and 5. the records of meetings and consents of the Board of Directors and stockholders of the Company provided to us by the Company. In addition, we have examined and relied on the originals or copies certified or otherwise identified to our satisfaction of all such other records, documents and instruments of the Company and such other persons, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinions expressed below. We have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity to the original documents of all documents submitted to us as certified or photostatic copies. We express no opinion other than as to the laws of The Commonwealth of Massachusetts. Based upon the foregoing, we are of the opinion that: 1. The Company has the corporate power necessary for the issuance of the Shares under the Plan, as contemplated by the Registration Statement.
2 2. The Shares have been duly authorized and, when issued against payment of the agreed consideration therefor in accordance with the respective exercise prices therefor as described in the options relating thereto and the Plan, will be validly issued, fully paid and non-assessable. We consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. Very truly yours, FOLEY, HOAG & ELIOT LLP By /s/ William R. Kolb ------------------- A Partner
1 Exhibit 23.1 Consent of PricewaterhouseCoopers LLP CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 26, 2000 relating to the financial statements and financial statement schedule of Aware, Inc., which appear in Aware Inc.'s Annual Report on Form 10-K for the year ended December 31, 1999. /s/ PricewaterhouseCoopers LLP - ------------------------------ PRICEWATERHOUSECOOPERS LLP Boston, Massachusetts August 31, 2000
1 Exhibit 23.2 Consent of Deloitte & Touche LLP CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement of Aware, Inc. on Form S-8 of our report dated January 26, 1999, appearing in the Annual Report on Form 10-K of Aware, Inc. for the year ended December 31, 1999. /s/ Deloitte & Touche LLP - ------------------------- DELOITTE & TOUCHE LLP Boston, Massachusetts August 31, 2000