1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 25, 1999
--------------------------------
Aware, Inc.
- --------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Massachusetts 000-21129 04-2911026
- ---------------------------- ------------ -------------------
(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
40 Middlesex Turnpike, Bedford, Massachusetts 01730
- --------------------------------------------- ----------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code (781) 276-4000
------------------------------
Not Applicable
- --------------------------------------------------------------------------------
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
2
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
The registrant's audit committee has recommended, and the registrant's
board of directors has unanimously voted, effective May 25, 1999, to appoint
PricewaterhouseCoopers LLP as its independent accountants for the fiscal year
ending December 31, 1999, and to dismiss Deloitte & Touche LLP, which had served
as the registrant's independent accountants since April 1996.
During the registrant's fiscal years ended December 31, 1998 and December
31, 1997, and the subsequent interim period prior to May 25, 1999, Deloitte &
Touche LLP did not have any disagreement with the registrant on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which disagreement, if not resolved to the satisfaction of
Deloitte & Touche LLP, would have caused it to make reference to the subject
matter of the disagreement in connection with its reports on the registrant's
financial statements.
The reports of Deloitte & Touche LLP on the registrant's financial
statements for the period from January 1, 1997 through December 31, 1998 did not
contain an adverse opinion or a disclaimer of opinion, and were not qualified or
modified as to uncertainty, audit scope or accounting principles. During the
period from January 1, 1997 through May 25, 1999, there were no "reportable
events" within the meaning of Item 304(a)(1)(v) of Regulation S-K promulgated
under the Securities Act of 1933, as amended.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
EXHIBIT
NUMBER DESCRIPTION
------- -----------
16.1 Deloitte & Touche LLP letter dated June 1, 1999 regarding the
change in the registrant's certifying accountants
-2-
3
SIGNATURES
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 hereunto duly authorized.
AWARE, INC.
Date: June 1, 1999 By: /s/ Richard P. Moberg
----------------------------------------
Richard P. Moberg
Chief Financial Officer and Treasurer
4
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
16.1 Deloitte & Touche LLP letter dated June 1, 1999 regarding the
change in the registrant's certifying accountants