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): May 19,
2009
Aware,
Inc.
(Exact
name of registrant as specified in its charter)
Commission
File Number: 000-21129
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
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01.
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Entry
into a Material Definitive Agreement.
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On May
19, 2009 and May 20, 2009, the Compensation Committee (the “Committee”) of the
Board of Directors of Aware, Inc. (“Aware”) made the following decisions
concerning compensation of Aware’s executive officers and
directors:
Executive Officer Cash
Compensation
The
Committee approved a potential bonus for 2009 of up to $230,000, $275,000,
$75,000 and $30,000 to Michael A. Tzannes, Chairman and CEO, Edmund C. Reiter,
President, Richard P. Moberg, CFO, and Richard C. Gross, SVP, Engineering,
respectively, subject to the Committee’s discretion based upon Aware reaching
certain revenue and/or earnings targets as well as each executive achieving
certain operational goals. For each executive, up to 50% of the
eligible bonus is earned by achieving certain revenue and/or earnings targets
and up to 50% for achieving certain operational goals. The
salaries for Aware’s four executive officers will remain at 2008 levels for
2009.
Director Cash
Compensation
The
Committee approved the following cash compensation for 2009 for non-employee
directors of Aware (the non-employee directors are G. David Forney, Jr., John K.
Kerr, Adrian F. Kruse, Mark G. McGrath and Charles K. Stewart):
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●
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each
non-employee director will receive $40,000 for his service on the
Board;
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the
chair of the audit committee (Mr. Kruse) will receive an additional
$15,500;
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the
chair of the compensation committee (Mr. McGrath) will receive an
additional $9,000; and
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the
chair of the nominating and corporate governance committee (Mr. Forney)
will receive an additional
$5,000.
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Stock Appreciation
Rights
The
Committee approved the following grants of stock appreciation rights (“SARs”) to
the executive officers and directors of Aware under Aware’s 2001 Nonqualified
Stock Plan:
Name
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Number of SARs
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Mr.
Forney
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6,000
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Mr.
Gross
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12,000
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Mr.
Kerr
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6,000
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Mr.
Kruse
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6,000
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Mr.
McGrath
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6,000
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Mr.
Moberg
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12,000
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Mr.
Reiter
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24,000
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Mr.
Stewart
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6,000
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Mr.
Tzannes
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32,000
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The SARs entitle each holder to receive
a payment on the “Payment Date” equal to the product of (a) the excess (if any)
of the fair market value of a share of Aware’s common stock as of the Payment
Date, over $2.52, which is the closing trading price of Aware’s common stock on
May 20, 2009, the date the SARs were granted, multiplied by (b) the number of
SARs granted that have vested as of the Payment Date. Such benefit is
payable in the form of shares of Aware’s common stock. “Payment Date”
means the earlier to occur of the Termination Date or May 20,
2019. “Termination Date” means (i) for an employee of Aware,
the later of (A) the date upon which the holder ceases to be employed by Aware
and (B) the date the holder ceases to provide paid services for the Company and
(ii) for a director of Aware who is not an employee of Aware, the date upon
which the director ceases to serve on the Board of Directors of
Aware. The SARs vest in eight equal quarterly installments on the
last day of each quarter from June 30, 2009 through March 31,
2001.
A copy of
the form of Stock Appreciation Rights Award that Aware is using for the grants
of SARs to its executive officers and directors is filed as Exhibit 10.1 to this
Report and is incorporated herein by reference. The foregoing summary
of the SARs is qualified in its entirety by the actual Award document, the form
of which is filed as Exhibit 10.1 to this Report.
Item
9.01.
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Financial
Statements and Exhibits.
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No
financial statements are required to be filed as part of this
Report. The following exhibits are filed as part of this
Report:
10.1 Form
of Stock Appreciation Rights Award for directors and executive officers of
Aware, Inc. under the 2001 Nonqualified Stock Plan.
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: May
26, 2009
Number
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Description
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10.1
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Form of Stock Appreciation Rights
Award for directors and executive officers of Aware, Inc. under the 2001
Nonqualified Stock
Plan.
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