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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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 |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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·
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We
amended Section 1.1 of the By-Laws to change the date and time
of the
annual shareholder meeting to the third Wednesday in May at 10:00
a.m. and
to give the Board the power to change the date, time and place
of any
special or annual shareholder meeting.
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·
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We
amended Section 1.3 of the By-Laws to give the Board the power
to
authorize shareholders to participate in shareholder meetings by
means of
remote communications.
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·
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We
amended Section 1.4 of the By-Laws to permit shareholders to receive
notice of shareholder meetings by means of electronic transmission
authorized by the new act.
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·
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We
added a new Section 1.5 to the By-Laws to govern the notice of
shareholder
business and conduct of business at any shareholder
meeting.
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·
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We
amended Section 1.6 of the By-Laws (now designated as Section 1.7)
to move
language regarding proxies into the new Section 1.10 of the
By-Laws.
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·
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We
added a new Section 1.9 to the By-Laws to address the authority
of
shareholders to submit a vote, consent, waiver, proxy appointment
or other
action by electronic means, rather than in writing, under the new
act.
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·
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We
deleted Section 1.9 of the By-Laws to comply with the requirements
of
voting lists under the new act.
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·
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We
added a new Section 1.10 to the By-Laws to create a separate section
regarding proxies, and amended the By-Laws to permit shareholders
to
appoint proxies for a period longer than six months and otherwise
to
address the requirements relating to the appointment of proxies
under the
new act.
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·
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We
amended Section 1.10 of the By-Laws (now designated as Section
1.12) to
address the requirements relating to the adjournment of shareholder
meetings under the new act.
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·
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We
added a new Section 1.13 to the By-Laws to govern the conduct of
business
at any shareholder meeting.
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·
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We
amended Section 2.1 of the By-Laws to enumerate typical powers
of the
Board and to move language regarding the issuance of shares into
the new
Section 4.1 of the By-Laws.
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·
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We
amended Section 2.2 of the By-Laws to address the requirements
relating to
the number, election, and term of office of directors under the
new
act.
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·
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We
added a new Section 2.3 to the By-Laws to move Section 3.8 of the
By-Laws
to the appropriate By-Laws Article regarding directors.
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·
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We
amended Section 2.10 of the By-Laws to provide that directors may
receive
notice of director special meetings by means of electronic transmission
authorized under the new act.
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·
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We
amended Section 2.13 of the By-Laws to permit the Board to take
action by
means of electronic transmission and otherwise to address the requirements
relating to Board action under the new act.
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·
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We
amended Section 2.14 of the By-Laws to provide that directors may
participate in shareholder meetings by means of a conference telephone
or
similar communications equipment.
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·
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We
added a new Section 2.17 to the By-Laws to reflect standards and
procedures contained in the new act regarding conflicts of interest
involving directors.
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·
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We
added a new Section 3.8 to the By-Laws to set forth the duties
and
obligations of the Chief Executive Officer.
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·
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We
added a new Section 4.1 to the By-Laws to permit the Board to issue
shares
for additional types of consideration authorized under the new
act.
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·
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We
amended Section 4.1 of the By-Laws (now designated as Section 4.2)
to
clarify that outstanding shares of Aware may exist in certificated
or
uncertificated form.
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·
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We
amended Section 4.3 of the By-Laws (now designated as Section 4.4)
to give
the Board the flexibility to set a record date seventy days before
an
event, rather than the previously authorized sixty days. We
also amended this section to require the Board, in accordance with
the new
act, to set a new record date if a meeting of shareholders is adjourned
to
a date more than 120 days after the original date of the meeting,
and
otherwise to address the requirements relating to the setting of
record
dates under the new act.
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·
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We
added a new Section 4.6 to the By-Laws to give the Board the power
to
appoint a transfer agent or registrar.
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·
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We
amended Section 5.8 of the By-Laws to follow the indemnification
procedures set forth in the new act and generally to provide the
maximum
indemnification permitted under the new act.
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·
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We
deleted Section 5.9 of the By-Laws and replaced it with the new
Section
2.17 of the By-Laws which reflects the standards and procedures
contained
in the new act regarding conflicts of interest involving
directors.
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·
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We
added a new Section 5.9 to the By-Laws to follow the advancement
of
expenses procedures set forth in the new act and generally to provide
the
maximum advancement of expenses permitted under the new
act.
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·
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We
deleted Section 5.13 of the By-Laws with respect to directors because
director conflict of interest transactions are addressed by the
new
Section 2.17 of the By-Laws, and with respect to officers and affiliates
because standards and procedures regarding related party transactions
are
not required in the By-Laws by statute.
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·
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We
added a new Section 5.14 to the By-Laws to give the Board the power
to
declare and pay dividends.
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·
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We
added a new Section 5.15 to the By-Laws to permit shareholder or
Board
ratification of actions taken by directors, officers or representatives
requiring shareholder or Board authorization.
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·
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We
added a new Section 5.16 to the By-Laws to permit directors and
officers
to rely on books, records and reports under specified
circumstances.
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·
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We
deleted Article VI in its entirety because one or more of the triggering
events for termination of Article VI, set forth in Section 6.10
of the
By-Laws, have been met.
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·
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In
addition, we made certain other changes to conform the By-Laws
to the
provisions of the new act. For example, the new act generally
uses the terms “share” and “shareholder” instead of “stock” and
“stockholder,” and the new act changed the title of “clerk” to
“secretary.” We use this new statutory terminology throughout
our Amended and Restated By-Laws.
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Number
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Title
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3.1
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Amended
and Restated By-Laws of Aware, Inc. dated December 6,
2007
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AWARE,
INC.
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||||
Dated:
December 10, 2007
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By:
/s/
Michael A. Tzannes
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|||
Michael A. Tzannes | ||||
Chief Executive Officer |
Number
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Title
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3.1
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Amended
and Restated By-Laws of Aware, Inc. dated December 6,
2007
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