content: <PAGE>   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
  
  <TABLE>
  <CAPTION>
  ===================================================================================================================
       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
  
  ===================================================================================================================
  <S>                                 <C>            <C>                          <C>                  <C>
  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
  ===================================================================================================================
  </TABLE>
  
  
  <PAGE>   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.
  
  
  <PAGE>   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)
  
  
  <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.
  
  <TABLE>
  <CAPTION>
       Signature                              Title                          Date
       ---------                              -----                          ----
  
  <S>                         <C>                                            <C>
  /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
  </TABLE>
  
  
  <PAGE>   5
  
  
  
                                    EXHIBIT INDEX
  
  <TABLE>
  <CAPTION>
  Exhibit
  No.                                 Description
  -------                             -----------
  
  <S>       <C>
   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)
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b36644ais-8.txt", "description": "AWARE INC.", "secsgml_size_bytes": 9773}]
metadata_filer: {"company-data": {"conformed-name": "AWARE INC /MA/", "cik": "0001015739", "assigned-sic": "3674", "irs-number": "042911026", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-45026", "film-number": "715515"}, "business-address": {"street1": "40 MIDDLESEX TURNPIKE", "city": "BEDFORD", "state": "MA", "zip": "01730", "phone": "6172764000"}, "mail-address": {"street1": "40 MIDDLESEX TURNPIKE", "city": "BEDFORD", "state": "MA", "zip": "01730"}}
text: 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)