As filed with the Securities and Exchange Commission on March 20, 1997
Registration No. 33-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________
MITEK SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
10070 Carroll Canyon Road
San Diego, California 92131
(Address of principal executive offices)
Delaware 87-0418827
(State or other jurisdiction of (I.R.S Employer
incorporation or organization) Identification No.)
1996 STOCK OPTION PLAN
(Full title of the plan)
_________________________
John F. Kessler
Mitek Systems, Inc.
10070 Carroll Canyon Road
San Diego, California 92131
(619) 635-5900
(Name, address, and telephone number,
including area code, of agent for service)
_________________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to be Price Per Offering Registration
to be Registered Registered Share(1) Price(1) Fee
Common Stock,
$.001 par value 1,000,000 shares $2.1875 $2,187,500 $663
(1) Estimated solely for purposes of determining the registration fee
pursuant to Rule 457(h) based on the average of the high and low prices of the
Common Stock of Mitek Sytems, Inc. as reported on March 18, 1997 on the NASDAQ
SmallCap Market.
<PAGE>
INTRODUCTION
This Registration Statement on Form S-8 is filed by Mitek Systems, Inc.
(the "Company") relating to 1,000,000 shares of the Company's common stock, par
value $.001 per share (the "Common Stock"), issuable to employees of the Company
under the Mitek Systems, Inc. 1996 Stock Option Plan (the "Plan").
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I of Form S-8 to be contained in the Section
10(a) prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended (the "Securities Act"),
and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which previously have been filed by the Company
with the Securities and Exchange Commission (the "Commission"), are incorporated
herein by reference and made a part hereof:
(a) The Company's Annual Report on Form 10-K for the year ended September
30, 1996;
(b) All documents filed by the Company pursuant to Sections 13(a), 14 and
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
subsequent to the date of this Registration Statement and prior to the filing of
a post-effective amendment hereto that indicates that all securities offered
hereunder have been sold or that deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents; and
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement filed under the Securities Act of 1933,
including any amendment or report filed for the purpose of updating such
description.
For purposes of this Registration Statement, any statement contained in a
document incorporated or deemed to be incorporated herein by reference shall be
deemed to be modified or superseded to the extent that a statement contained
herein or in any other subsequently filed document that also is or is deemed to
be incorporated herein by reference modifies or supersedes such statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
<PAGE>
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company's Certificate of Incorporation eliminates the personal
liability of the directors of the Company for monetary damages for breach of
fiduciary duties as a director of the Company except: (i) for any breach of the
directors' duty of loyalty to the Company or its stockholders; (ii) for acts for
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; (iii) for unlawful dividends or distributions; or (iv) for any
transaction from which the director derived an improper personal benefit.
The Company's Bylaws permit the Company to indemnify its directors,
officers, employees and agents to the maximum extent permitted by section 145 of
the Delaware General Corporation Law. Section 145 provides that a director,
officer, employer, or agent of the Company who is or is made a party or is
threatened to made a party to any threatened, action, suit or proceeding,
whether civil, criminal, administrative or investigative, shall be indemnified
and held harmless by the Company to the fullest extent authorized by the
Delaware General Corporation Law against all expense, liability and loss
actually and reasonably incurred or suffered by such person if he or she acted
in good faith and in a manner he or she reasonably believed to be in the best
interest of the Company, and, with respect to any criminal proceeding, had no
reasonable cause to believe that the conduct was unlawful. If it is determined
that the conduct of such person meets these standards, such person may be
indemnified for expenses incurred and amounts paid in such proceeding if
actually and reasonably incurred in connection therewith.
If such a proceeding is brought by or on behalf of the corporation (i.e., a
derivative suit), such person may be indemnified against expenses actually and
reasonably incurred if such person acted in good faith and in a manner
reasonably believed to be in the best interest of the corporation and its
stockholders. There can be no indemnification with respect to any matter as to
which such person is adjudged to be liable to the Company unless and only to the
extent that the Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite such adjudication but in
view of all of the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses as the Court of Chancery or
such other court shall deem proper.
<PAGE>
Where any such person is successful in any such proceeding, such person is
entitled to be indemnified against expenses actually and reasonably incurred by
him or her. In all other cases (unless order by a court), indemnification is
made by the corporation upon determination by it that indemnification of such
person is proper in the circumstances because such person has met the applicable
standard of conduct.
A corporation may advance expenses incurred in defending any such
proceeding upon receipt of an undertaking to repay any amount so advanced if it
is ultimately determined that the person is not eligible for indemnification.
The indemnification rights provided in Section 145 are not exclusive of
additional rights to indemnification for breach of duty to the corporation and
its stockholders to the extent additional rights are authorized in the
corporation's articles of incorporation and are not exclusive of any other
rights to indemnification under any bylaw, agreement, vote of shareholders or
disinterested directors or otherwise, both as to action in his or her office and
as to action in another capacity while holding such office.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit Number Description
4.1 Certificate of Incorporation of the Company and Amendments
thereto (filed as an exhibit to the Company's Annual Report on
Form 10-K for the fiscal year ended September 30, 1987 and
incorporated herein by this reference).
4.2 Bylaws of the Company, as amended (filed as an exhibit to the
Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1987 and incorporated herein by this reference).
5 Opinion of Luce, Forward, Hamilton & Scripps LLP as to the
legality of the securities being registered
23.1 Consent of Deloitte & Touche LLP, independent accountants
23.2 Consent of Luce, Forward, Hamilton & Scripps LLP (contained in
Exhibit 5 hereto)
24 Power of Attorney (contained on signature page hereto)
<PAGE>
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement;
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;
(iii)To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933 each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification
by it is against public policy as expressed in the Act and will be
governed by a final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 San Diego, State of California, on February 25, 1997.
MITEK SYSTEMS, INC.
By: /s/ JOHN F. KESSLER
John F. Kessler, Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints JOHN F.
KESSLER and JOHN M. THORNTON his true and lawful attorneys-in-fact and agents,
each acting alone, with full powers of substitution and resubstitution, for him
and in his name, place and stead, at 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 other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, each acting alone, with full powers and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as full to all intents and purposes as he
might or could do in person, hereby ratifying and confirming that all said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, 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 indicated on the date indicated.
Signature Title Date
/s/ JAMES D. DEBELLO Director March 18, 1997
James B. DeBello
/s/ GERALD I. FARMER Executive Vice President March 18, 1997
Gerald I. Farmer and Director
/s/ DANIEL E. STEIMLE Director March 18, 1997
Daniel E. Steimle
/s/ JOHN M. THORNTON Chairman of the Board and March 18, 1997
John M. Thornton Director
/s/ SALLY B. THORNTON Director March 18, 1997
Sally B. Thornton
/s/ JOHN F. KESSLER President, Chief Executive March 18, 1997
John F. Kessler Officer and Director
March 18, 1997
Mitek Systems, Inc.
10070 Carroll Canyon Road
San Diego, CA 92131
Re: Registration Statement on Form S-8 for
1,000,000 Shares of Common Stock, $.001 Par Value Per Share
Ladies and Gentlemen:
We have acted as your counsel in the preparation of a Registration
Statement on Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission to register 1,000,000 shares of common stock,
$.001 par value per share (the "Common Stock"), of Mitek Systems, Inc., a
Delaware corporation (the "Company"), to be issued pursuant to the Company's
1996 Stock Option Plan (the "Plan").
For purposes of rendering this opinion, we have made such legal and factual
examinations as we have deemed necessary under the circumstances and, as part of
such examination, we have examined, among other things, originals and copies,
certified or otherwise, identified to our satisfaction, of such documents,
corporate records and other instruments as we have deemed necessary or
appropriate. For the purposes of such examination, we have assumed the
genuineness of all signatures on original documents and the conformity to
original documents of all copies submitted to us.
On the basis of and in reliance upon the foregoing examination and
assumptions, we are of the opinion that assuming the Registration Statement
shall have become effective pursuant to the provisions of the Securities Act of
1933, as amended, the shares of Common Stock being offered under the Plan when
issued in accordance with the Registration Statement and the provisions of the
Plan will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
LUCE, FORWARD, HAMILTON & SCRIPPS LLP
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Mitek Systems, Inc. on Form S-8 of our report dated November 1, 1996,
appearing in the Annual Report on Form 10-K of Mitek Systems, Inc. for the year
ended September 30, 1996 and to the reference to us under the headings "Experts"
in the Prospectus, which is part of this Registration Statement.
San Diego, California
March 3, 1997
