<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
MITEK SYSTEMS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
OF
MITEK SYSTEMS, INC.
CARROLL CANYON ROAD
SAN DIEGO, CALIFORNIA 92131
TO ALL STOCKHOLDERS OF
MITEK SYSTEMS, INC.
The Annual Meeting of Stockholders of Mitek Systems, Inc. (the "Company")
will be held at 1:00 p.m., local time, Wednesday, February 14, 1996, at the
Doubletree Club Hotel, 11915 El Camino Real, San Diego, California for the
following purposes:
1. To elect six directors to hold the office during the ensuing year and until
their respective successors are elected and qualified. The Board of
Directors intends to nominate as directors the six persons identified in
the accompanying proxy statement.
2. To transact such business as may properly come before the meeting and any
adjournments thereof.
The Board of Directors has fixed the close of business on January 8, 1996
as the record date for determination of stockholders entitled to notice of and
to vote at the Annual Meeting and all adjournments thereof. A list of these
stockholders will be open to examination by any stockholder at the meeting and
for ten days prior thereto during normal business hours at the executive offices
of the Company, 10070 Carroll Canyon Road, San Diego, California 92131.
Enclosed for your convenience is a form of proxy which may be used at the
Annual Meeting and which, unless otherwise marked, authorizes the holders of the
proxy to vote for the proposed slate of directors and as the proxy holder deems
appropriate on any other matter brought before the Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ John F. Kessler
John F. Kessler
President and CEO
Date: January 8, 1996
YOU ARE INVITED TO ATTEND THE MEETING IN PERSON. EVEN IF YOU EXPECT
TO ATTEND, IT IS IMPORTANT THAT YOU SIGN, DATE AND RETURN THE ATTACHED
PROXY PROMPTLY. IF YOU PLAN TO ATTEND AND WISH TO VOTE YOUR SHARES
PERSONALLY, YOU MAY DO SO AT ANY TIME BEFORE YOUR PROXY IS VOTED.
<PAGE>
MITEK SYSTEMS, INC.
CARROLL CANYON ROAD
SAN DIEGO, CALIFORNIA 92131
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
FEBRUARY 14, 1996
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Mitek Systems, Inc. (the "Company") for use
at its Annual Meeting of Stockholders (the "Annual Meeting") to be held at 1:00
p.m., local time, Wednesday, February 14, 1996, at the Doubletree Club Hotel,
11915 El Camino Real, San Diego, California, and at any adjournments thereof.
At the close of business on January 8, 1996, the record date for
determining stockholders entitled to notice of and to vote at the Annual
Meeting, the Company had issued and outstanding an aggregate of 7,727,959 shares
of Common Stock. Each share of Common Stock will be entitled to one vote on all
matters to be considered at the Annual Meeting.
The foregoing shares represented by all properly executed proxies received
by management in time for the Annual Meeting will be voted at the Annual
Meeting. A stockholder giving a proxy may revoke it at any time before it is
exercised by filing with the Secretary of the Company an instrument revoking it
or a duly executed proxy bearing a later date, or by written notice to the
Company of the death or incapacity of the stockholder who executed the proxy.
The proxy will also be revoked if the person executing the proxy is present at
the Annual Meeting and elects to vote in person. Unless revoked, the proxy will
be voted as specified.
The persons named as proxies were selected by the Board of Directors. The
Company will pay the expenses of soliciting proxies for the Annual Meeting
including the cost of preparing, assembling and mailing the proxy materials.
Proxies may be solicited personally, by mail, by telephone, by facsimile, or by
telegram, by regularly employed officers and employees of the Company who will
not be additionally compensated therefor. The Company may request persons
holding stock in their names for others, such as brokers and nominees, to
forward proxy materials to their principals and request authority for execution
of the proxy, and the Company will reimburse them for their expenses in
connection therewith.
The Company's 1995 Annual Report to Stockholders is included herewith, but
is not incorporated in, and is not part of, this Proxy Statement and does not
constitute proxy-soliciting material. The Company intends to mail this Proxy
Statement and the accompanying material to stockholders of record on or about
January 12, 1996.
ELECTION OF DIRECTORS
Pursuant to the Bylaws of the Company, the Board of Directors has fixed the
number of authorized directors at six. All six directors are to be elected at
the Annual Meeting, to hold office until the next annual meeting or until their
successors are duly elected. The six nominees receiving the highest number of
votes will be elected. Abstentions or broker non-votes will be counted for the
establishment of a quorum but not as a vote for or against any nominee.
Unless authorization to do so is withheld, it is intended that the persons
named in the enclosed proxy will vote for the election of the nominees proposed
by the Board of Directors, all of whom are presently directors of the Company.
In the event, not presently anticipated, that any of the nominees should become
unavailable for election prior to the Annual Meeting, the proxy will be voted
for a substitute nominee or nominees, if any, designated by the Board of
Directors.
<PAGE>
The following table sets forth the names and certain information concerning
the nominees for election to the Board of Directors. All of the nominees named
below have consented to being named herein and to serve, if elected. The Board
of Directors recommends that shareholders vote FOR the election of each nominee
as a director of the Company.
DIRECTORS
JAMES B. DEBELLO-Mr. DeBello, 37, a director of the Company since November
1994, has been President of Solectek Corporation in San Diego, California,
since April, 1990. He held various positions in the John M. Thornton &
Associates group of companies from July 1986 to April 1990. Prior to that, he
was employed by the Los Angeles Olympic Organizing Committee coordinating the
marketing efforts to support ticket sales, traffic management and community
relations.
GERALD I. FARMER, PH.D.-Dr. Farmer, 61, a director of the Company since May
1994 , is Executive Vice President of the Company. Prior to joining the Company,
Dr. Farmer has worked with HNC Software, IBM Corporation and Xerox. He has held
senior management positions with SAIC and Gould, Imaging and Graphics Division.
DANIEL E. STEIMLE-Mr. Steimle, 47, a director of the Company since February
1987, has been Vice President and Chief Financial Officer of Advanced Fibre
Communications, a telecommunications equipment company, since December 1993.
Prior to that time, Mr. Steimle was Senior Vice President and Chief Financial
Officer of Santa Cruz Operation from September 1991. Mr. Steimle served as
Director of Business Development for Mentor Graphics, a software development
company, from August, 1989 to September, 1991. Prior to that time, Mr. Steimle
was the Corporate Vice President, Chief Financial Officer and Treasurer of
Cipher Data Products, Inc., a manufacturer of data storage equipment.
JOHN M. THORNTON-Mr. Thornton, 63, a director of the Company since March
1986, was appointed Chairman of the Board as of October 1, 1987. Additionally,
he served as President of the Company from May 1991 through July 1991 and has
served as Chief Executive Officer from May 1991 through February 1992. Mr.
Thornton was a private investor from May 1985 through September 1987 and prior
to that time was President of Wavetek Corporation for 18 years. Mr. Thornton is
also Chairman of the Board of Software Products International, Inc. Mr.
Thornton is the spouse of Sally B. Thornton, a director.
SALLY B. THORNTON-Ms. Thornton, 61, a director of the Company since April
1988, has been a private investor for more than six years. She serves as Vice
Chairman of Medical Materials, Inc. in Camarillo, is on the Board of Directors
of Thornton Winery Corporation in Temecula, the UCSD Medical Center, Sjogren's
Syndrome Foundation in Port Washington, New York, and is a Life Trustee of the
San Diego Museum of Art. Ms. Thornton is the spouse of John M. Thornton, a
director.
JOHN F. KESSLER-Mr. Kessler, 46, a director of the Company since August
1993, was appointed President and Chief Executive Officer of the Company in May
1994. Prior to his appointment, he was Vice President - Finance/Administration
and Chief Financial Officer of Bird Medical Technologies, Inc. , a manufacturer
of medical equipment. He held these positions in Bird Medical from November
1992 and also served as Secretary from January 1993. Prior to joining Bird
Medical, Mr. Kessler was Vice President, Finance/Administration, Chief Financial
Officer of Emerald Systems Corporation, a computer systems company. From July
1980 to July 1991, Mr. Kessler was with Wavetek Corporation serving in various
positions, including Chief Financial Officer during the period of 1987 to 1991.
BOARD OF DIRECTORS
MEETINGS
The Board of Directors has one regularly scheduled meeting annually,
immediately following and at the same place as the Annual Meeting of
Stockholders. Additional regular meetings may be called as the need arises.
During the 1995 fiscal year, there were four meetings of the Board of Directors.
<PAGE>
COMMITTEES
The Board of Directors has appointed from among its members two committees
to advise it on matters of special importance to the Company.
The Compensation Committee, which acts as the Administrative Committee for
the 1986 and 1988 Stock Option Plans, was composed, during fiscal 1995, of John
M. Thornton, Sally B. Thornton, Daniel E. Steimle and James B. DeBello. The
Compensation Committee reviews, analyzes and recommends compensation programs to
the Board of Directors. It also decides to which "key employees" of the Company
either incentive stock options or non-qualified stock options should be granted.
During fiscal 1995, the Compensation Committee meetings were held concurrently
with special Board of Directors meetings.
The Audit Committee, composed during fiscal 1995 of John M. Thornton,
Daniel E. Steimle and Sally B. Thornton, meets with the independent auditors and
officers or other personnel of the Company responsible for its financial
reports. The Audit Committee is charged with responsibility for reviewing the
scope of the auditor's examination of the Company and the audit results of the
examination. The Audit Committee is also responsible for discussing with the
auditors the scope, reasonableness and adequacy of internal accounting controls.
Among other matters, the Audit Committee is also responsible for considering and
recommending to the Board a certified public accounting firm for selection by it
as the Company's independent auditor. The Audit Committee held one meeting
during fiscal 1995.
REMUNERATION OF DIRECTORS
The Company does not pay compensation for service as a director to persons
employed by the Company. Outside directors are paid $1,000 for each meeting
they attend.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table below shows, as of November 30, 1995, the amount and class of the
Company's voting stock owned beneficially (within the meaning of Rule 13d-3
under the Securities Exchange Act of 1934, as amended) by (i) each director of
the Company, (ii) the executive officers named in the Summary Compensation
Table, (iii) all directors and executive officers as a group and (iv) each
person known by the Company to own beneficially 5% or more of any class of the
Company's voting stock:
<TABLE>
<CAPTION>
Name Number of Shares Percent of
of Beneficial of Common Stock Class
Owner or Identity Beneficially Owned
of Group
<S> <C> <C>
John M. and Sally B. Thornton 3,702,584 (1) 46.70%
Daniel E. Steimle 32,902 (2) .42%
John F. Kessler 159,584 (3) 2.01%
Gerald Farmer 75,139 (4) .95%
James B. DeBello 3,473 (5) .04%
Directors and Executive
Officers as a Group 3,973,682 (6) 50.01%
</TABLE>
------------------
<PAGE>
(1) Includes shares held by The Thornton Family Trust of 1981, of which Mr.
Thornton and Mrs. Thornton are co-trustees.
(2) Includes 21,528 shares issuable upon exercise of options exercisable
within 60 days.
(3) Includes 109,584 shares issuable upon exercise of options exercisable
within 60 days.
(4) Includes 65,139 shares issuable upon exercise of options exercisable
within 60 days.
(5) All shares beneficially owned are issuable upon exercise of options
exercisable within 60 days.
(6) Includes an additional 199,724 shares of common stock issuable upon
exercise of options exercisable within 60 days.
Information with respect to beneficial ownership is based on information
furnished to the Company by each person identified above. Each named person
currently has shared voting and investment power with such person's spouse with
respect to the shares beneficially owned, except that Mr. Steimle has sole
voting and investment power with respect to his shares.
Compliance with Section 16(a) of the Securities Exchange Act.
------------------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors and persons who own more than 10% of a registered class
of the Company's equity securities to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Officers, directors and
greater than 10% stockholders are required by Securities and Exchange Commission
regulations to furnish the Company with copies of all Section 16(a) forms they
file.
Based solely upon its review of the copies of such forms received by it, or
written representations from certain persons reporting that no forms where
required to be filed by those persons, the Company believes that, during the
1995 fiscal year, all filing requirements applicable to its officers, directors,
and greater than 10% beneficial owners, were complied with.
REPORT OF THE COMPENSATION COMMITTEE
As members of the Compensation Committee it is our duty to monitor the
performance and compensation of executive officers and other key employees, to
review compensation plans and to administer the Company's Stock Option Plan.
The Company's executive and key employee compensation programs are designed to
attract, motivate and retain the executive talent needed to enhance shareholder
value in a competitive environment. The fundamental philosophy is to relate the
amount of compensation "at risk" for an executive directly to his or her
contribution to the Company's success in achieving superior performance
objectives and to the overall success of the Company. The Company's executive
and key employee compensation program consists of a base salary component, a
component providing the potential for an annual bonus based on overall Company
performance as well as individual performance, and a component providing the
opportunity to earn stock options that focus the executives and key employees on
building shareholder value through meeting longer-term financial and strategic
goals.
In designing and administering its executive compensation program, the
Company attempts to strike an appropriate balance among these various elements,
each of which is discussed in greater detail below.
In applying these elements to arrive at specific amounts or awards, the
members of the Compensation Committee apply their subjective evaluation of these
various factors and arrive at consensus through discussion. While specific
numerical criteria may be used in evaluating achievement of individual or
Company goals, the extent of achieving such goals is then factored in with other
more subjective criteria to arrive at the final compensation or award decision.
<PAGE>
BASE SALARY
Base salary is targeted at the fiftieth percentile, consistent with
comparable high technology companies in the same general stage of development
and in the same general industry and geographic area. For this purpose, this
Committee utilizes the wage and salary surveys of the American Electronics
Association and Merchants and Manufacturers Association, industry and area trade
groups of which the Company is a member. This group of companies is not the
same as the peer group chosen for the Stock Performance Graph.
The Company's salary increase program is designed to reflect individual
performance related to the Company's overall financial performance as well as
competitive practice. Salary reviews are typically performed annually in
conjunction with a performance review. Salary increases are dependent upon the
achievement of individual and corporate performance goals.
THE EXECUTIVE AND KEY EMPLOYEE BONUS PLAN
The Executive and Key Employee Bonus Plan is designed to reward Company
executives and other key employees for their contributions to corporate
objectives. Corporate objectives are established as part of the annual
operating plan process. Overall corporate objectives include target levels of
pre-tax profit and revenue.
Each eligible employee's award is expressed as a percentage of the
participant's September 30, 1995 base salary. For fiscal 1995, the target bonus
award for each participant at the achievement of 100% of corporate goals in both
pre-tax profit and revenue was nil. Bonus achievement was dependent upon
exceeding company goals for pre-tax profit and/or revenue. No bonus is
payable if Company goals are not reached.
STOCK OPTION PLAN
The Company's Stock Option Plan (the "Option Plan") authorizes the
granting of options to purchase shares of the Company's Common Stock to officers
and key employees of the Company. The Plan is designed to:
1. Encourage and create ownership and retention of the Company's Stock;
2. Balance long-term with short-term decision making;
3. Link the officers' or key employees' financial success to that of
the shareholders;
4. Focus attention on building shareholder value through meeting
longer-term financial and strategic goals; and
5. Ensure broad-based participation of key employees (all employees
currently participate in the Stock Option Plan).
401(K) SAVINGS PLAN
Pursuant to the Company's 401(k) Savings Plan (the "401(k) Plan"), which
was established in 1991, the Company may make discretionary, lump sum,
matching contributions at the end of each fiscal year. See "EMPLOYEE SAVINGS
PLAN." For fiscal 1995 this Committee determined that participants employed by
the Company would receive no match of their fiscal 1995 contributions to the
Plan.
OTHER COMPENSATION PLANS
The Company has adopted certain broad-based employee benefit plans in
which executive officers have been permitted to participate. The incremental
cost to the Company of benefits provided to executive
<PAGE>
officers under these life and health insurance plans is less than 10% of the
base salaries for executive officers for fiscal 1995. Benefits under these
broad-based plans are not directly or indirectly tied to Company performance.
COMMITTEE ACTIVITIES
During fiscal 1995 the Committee had one formal meeting as well as
several telephonic and informal meetings. The Committee determined that, due to
the overall performance of the Company, there would be no salary increases for
corporate officers. The Committee reiterated the practice that no bonuses could
be earned under the Executive and Key Employee Bonus Plan for fiscal 1996 unless
the Company is profitable. The Committee also authorized several option grants,
primarily for new employees.
SALARY INCREASES
There were no salary increases for Company executive officers during
fiscal 1995.
EXECUTIVE AND KEY EMPLOYEE BONUS PLAN AWARDS
The Committee withheld all bonus awards for all Company executive
officers and key employees due to the lack of profitability and achievement of
the Company goals for Fiscal 1995.
ON BEHALF OF THE COMPENSATION COMMITTEE
JOHN M. THORNTON, CHAIRMAN
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Thornton, an executive officer and employee of the Company, served as
a member of the Company's Compensation Committee. He did not participate in
any discussions regarding his compensation.
SUMMARY COMPENSATION TABLE
The following table shows the compensation paid by the Company to its
Chief Executive Officer and the other executive officers who received in excess
of $100,000 in salary and bonus during fiscal 1994.
<TABLE>
<CAPTION>
Other Number All
Principal Annual Annual of Other
Position Year Salary Bonus Comp. Options Comp.
- --------- ------ ------- ----- ------ ------- -----
<S> <C> <C> <C> <C> <C> <C>
John M. Thornton 1995 150,000
Chairman of the Board 1994 150,000
1993 150,000
Lawrence C. Dolan (1) 1995
President & CEO 1994 97,529 3,938
1993 157,500
Gerald I. Farmer, Ph.D. 1995 137,627
Exec. Vice Pres. 1994 137,627 3,428 50,000
1993 112,844 45,000
John F. Kessler (1) 1995 140,000 200,000
President & CEO 1994 59,231 5,000
</TABLE>
(1) Lawrence C. Dolan served as President & CEO from October 1, 1991 to April
30, 1994, and was suceeded by John F. Kessler on May 1, 1994.
<PAGE>
STOCK OPTIONS
The following table shows, as to the individuals named in the Summary
Compensation Table, information concerning stock options granted during the
fiscal year ended September 30, 1995.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
Potential
Realizable Value at
Assumed
Annual Rates of
Stock Price
Appreciation for
Individual Grants Option Term
- ----------------------------------------------------------------------------------------------------------------------------------
% of Total
Options
Granted to Exercise Market
Options Employees or Base Price
Granted in FY 1995 Price at Grant Expiration
(#) (1) (%) ($/Sh) ($/Sh) Date 5% ($) 10% ($)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
John M. Thornton -0-
Lawrence C. Dolan -0-
Gerald Farmer, Ph.D. -0-
John F. Kessler -0-
---
Totals -0-
</TABLE>
(1) Options, when awarded, vest monthly over a three-year period and have a
term of five years, subject to earlier termination on the occurrence of certain
events related to termination of employment In addition, the full vesting of the
options is accelerated in the event of a change in control of the Company.
The following table shows, as to the individuals named in the Summary
Compensation Table information concerning stock options exercised during the
fiscal ended September 30, 1995:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
---------------------------------
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
Number of Unexercised Value of Unexercised
Options at FY-End In-the-Money Options
----------------- at FY-End ($)
Number ------
Name Exercisable / Unexercisable Exercisable / Unexercisable
- ----------------------- --------------------------- ---------------------------
- -----------------------------------------------------------------------------------
<S> <C> <C>
John M. Thornton 0 / 0 0 / 0
Lawrence C. Dolan 0 / 0 0 / 0
Gerald Farmer, Ph.D. 56,805 / 38,195 26,115 / 9,550
John F. Kessler 86,805 / 118,195 20,944 / 27,861
</TABLE>
<PAGE>
STOCK PERFORMANCE GRAPH
GRAPH GOES HERE (#11)
<TABLE>
<CAPTION>
09/28/90 09/30/91 09/30/92 09/30/93 09/30/94 09/30/95
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
MITEK SYSTEMS, INC. 100.0 182.9 39.0 109.8 97.6 115.3
Nasdaq Stock Market (US Companies) 100.0 157.3 176.3 231.0 232.9 321.4
NASDAQ Stocks (SIC 3570-3579 100.0 165.8 175.5 186.6 211.7 390.5
US Companies) Computer and Office
Equipment
</TABLE>
ASSUMES $100 INVESTED ON OCTOBER 1, 1989
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING 30 SEPTEMBER 1995
The above graph compares the performance of the Company with that of the
NASDAQ Market Index and Peer Group (based on SIC Code 357 -- Computer Peripheral
Equipment).
STOCK OPTION PLAN
Mitek has two stock option plans, the 1986 Stock Option Plan (the "1986
Plan") and the 1988 Non-qualified Stock Option Plan (the "1988 Plan). The 1986
Plan authorizes the Company to grant its key employees, directors and
consultants, either non-qualified stock options or incentive stock options, or
both, to purchase up to 630,000 shares of Mitek common stock. The 1988 Plan
authorizes the Company to grant to its key employees non-qualified stock options
to purchase up to 650,000 shares of Mitek common stock. The Compensation
Committee of the Board of Directors administers the 1988 Plan and the 1986 Plan.
The Committee selects the recipients to whom options are granted and determines
the number of shares to be awarded. Options granted pursuant to the 1988 Plan
and the 1986 Plan are exercisable at a price determined by the Committee at the
time of the grant, but in no event will the option price be lower than the fair
market value of the common stock on the date of the grant. However, discounted
options to Directors under the 1988 Plan may be exercisable at $1.00 per share.
Options become exercisable at such times and in such installments (which may be
cumulative) as the Committee provides in the terms of each individual option
agreement. In general, the Committee is given broad discretion to issue options
in exchange and to accept a wide variety of consideration (including shares of
common stock of the Company, promissory notes, or unexercised options) in
payment for the exercise price of stock options.
EMPLOYEE SAVINGS PLAN
In 1990 the Company established an Employee Savings Plan (the "Savings
Plan") intended to qualify under Section 401(k) of the Internal Revenue Code,
which is available to all employees who satisfy the age and service requirements
under the Savings Plan. The Savings Plan allows an employee to defer up to 15%
of the employee's compensation for the pay period as elected in his or her
salary deferral agreement on a pre-tax basis pursuant to a cash or deferred
arrangement under Section 401(k) of the Code (subject to
<PAGE>
maximums permitted under federal law). This contribution generally will not be
subject to federal tax until it is distributed from the Savings Plan. In
addition these contributions are fully vested and non-forfeitable.
Contributions to the Savings Plan are deposited in a trust fund established in
connection with the Savings Plan. The Company may make discretionary
contributions to the Savings Plan at the end of each fiscal year as deemed
appropriate by the Board of Directors. Vested amounts allocated to each
participating employee are distributed in the event of retirement, death,
disability or other termination of employment.
OTHER BUSINESS
The Annual Meeting is called for the purposes set forth in the attached
Notice of Annual Meeting of Stockholders. Management is unaware of any matters
for action by stockholders at this meeting other than those described in such
Notice. The enclosed proxy, however, will confer discretionary authority with
respect to matters which are not known to management at the date of printing
hereof and which may properly come before the Annual Meeting or any
adjournment thereof. It is the intention of the Company's proxy holders to vote
in accordance with their best judgment on any such matters.
The Company's financial statements for the fiscal year ended September 30,
1995 have been examined by Deloitte & Touche, independent accountants. A
representative of Deloitte & Touche is expected to be present at the Annual
Meeting and will have the opportunity to make a statement and respond to
appropriate questions. Additionally, Deloitte & Touche has been selected by the
Board of Directors as the independent accountants for the current fiscal year.
STOCKHOLDERS' PROPOSALS
Any proposal of a stockholder intended to be presented at the 1997 Annual
Meeting must be received by the Company on or before September 12, 1996 in
order to be considered for inclusion in the Company's proxy statement and form
of proxy relating to that meeting.
ALL STOCKHOLDERS ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE
ACCOMPANYING PROXY CARD IN THE ENCLOSED ENVELOPE.
By Order of the Board of Directors
John F. Kessler
President and CEO
San Diego, California
January 8, 1996
<PAGE>
PROXY
MITEK SYSTEMS, INC.
Annual Meeting of Stockholders
February 14, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints John F. Kessler and Gerald I. Farmer
as proxies, each with power to act without the other and with power of
substitution, and hereby authorizes them to represent and vote, as
designated on the other side, all the shares of stock of Mitek Systems,
Inc. standing in the name of the undersigned with all power which the
undersigned would possess if present at the Annual Meeting of
Stockholders of the Company to be held February 14, 1996 or any
adjournment thereof.
(Continued, and to be marked, dated and signed, on the other side)
----------------------------------------------------------------------------
FOLD AND DETACH HERE
Annual
Meeting of
Shareowners
February 14, 1996
Doubletree Club Hotel
11915 El Camino Real
San Diego, California
<PAGE>
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL 1.
Please mark
your votes as [X]
indicated in
this example
1. ELECTION OF DIRECTORS
FOR all nominees listed to the right except as marked to the contrary
[_]
WITHHOLD AUTHORITY To vote for all nominees listed to the right
[_]
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
NOMINEES: James B. DeBello, Gerald I. Farmer, John F. Kessler,
Daniel E. Steimle, John M. Thornton and Sally B. Thornton
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
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Please sign exactly as name appears herein. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee, or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
Date: , 1996
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(Signature)
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(Signature if held jointly)
PLEASE SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
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FOLD AND DETACH HERE
Admission Ticket
Annual Meeting
of
Mitek Systems, Inc.
Shareowners
Wednesday, February 14, 1996
1:00 p.m.
Doubletree Club Hotel
11915 El Camino Real
San Diego, California
Agenda
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. Election of Directors
. Report on the progress of the corporation
. Informal discussion among shareholders in attendance
