<PAGE>
As filed with the Securities and Exchange Commission on January 27, 1999
Registration No. 333-23707
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
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.)
AMENDED AND RESTATED 1996 STOCK OPTION PLAN
(Full title of the plan)
------------------
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)
------------------
<TABLE>
<CAPTION>
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
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.001 par value 1,372,547 shares $1.25 $1,715,684 $477
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
</TABLE>
(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 Systems, Inc. as reported on January 25, 1999 on
the NASDAQ SmallCap Market.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Mitek Systems, Inc., a Delaware corporation ("Registrant"), hereby files
this Post-Effective Amendment No. 1 to its Registration Statement on Form S-8
(Registration No. 333-23707 which is incorporated herein by reference)
("Registration Statement") for the purposes of registering an additional
1,372,547 shares of the Registrant's common stock, par value $.001 per share
("Common Stock") issuable to employees of the Registrant under the Mitek
Systems, Inc. Amended and Restated 1996 Stock Option Plan (the "Plan").
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.
2
<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 January 26,
1999.
MITEK SYSTEMS, INC.
By: /s/ JOHN M. THORNTON
------------------------------------------
John M. Thornton, Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints 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 January 26, 1999
- ------------------------
James B. DeBello
/s/ GERALD I. FARMER Director January 26, 1999
- ------------------------
Gerald I. Farmer
/s/ DANIEL E. STEIMLE Director January 26, 1999
- ------------------------
Daniel E. Steimle
/s/ JOHN M. THORNTON Chairman of the Board, Chief January 26, 1999
- ------------------------ Executive Officer and Director
John M. Thornton
/s/ SALLY B. THORNTON
- ------------------------
Sally B. Thornton Director January 26, 1999
3
<PAGE>
January 27, 1999
Mitek Systems, Inc.
10070 Carroll Canyon Road
San Diego, CA 92131
Re: Post Effective Amendment No. 1 to Registration Statement on Form S-8
for an additional 1,372,547 Shares of Common Stock, $.001 Par Value Per
Share
Ladies and Gentlemen:
We have acted as your counsel in the preparation of Post-Effective
Amendment No. 1 to Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission to
register an additional 1,372,547 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 Amended and Restated
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
<PAGE>
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Post-Effective
Amendment No. 1 to Registration Statement No. 333-23707 of Mitek Systems, Inc.
on Form S-8 of our report dated November 6, 1998, appearing in the Annual
Report on Form 10-K of Mitek Systems, Inc. for the year ended September
30, 1998.
DELOITTE & TOUCHE LLP
San Diego, California
January 27, 1999
