<PAGE>
- -----------------------------------------------------------------------------
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.)
MITEK SYSTEMS, INC. 1999 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 $2,187,500.00 $608.13
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(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 June 9, 1999 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. 1999 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 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, 1998;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end
of the fiscal year covered by the Annual Report referred to in (a) above;
(c) All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment hereto which
indicates that all securities offered hereunder have been sold or which
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
(d) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form SB-2 filed under the Securities Act
of 1933 on July 9, 1996, including any amendment or report filed for the
purpose of updating such description.
1
<PAGE>
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. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Registration Statement.
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 Company (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
2
<PAGE>
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.
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 Company upon determination by it that
indemnification of such person is proper in the circumstances because such
person has met the applicable standard of conduct.
The Company 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 Company and
its stockholders to the extent additional rights are authorized in the
Company's certificate 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
3
<PAGE>
23.2 Consent of Luce, Forward, Hamilton & Scripps LLP (contained
in Exhibit 5 hereto)
24 Power of Attorney (contained on signature page hereto)
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 this 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 this
Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement
or any material change to such information in this 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 Company pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
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 this
Registration Statement shall be deemed to be
4
<PAGE>
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 Company pursuant to the foregoing provisions, or
otherwise, the Company 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 Company 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 Company 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.
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 June 11, 1999.
MITEK SYSTEMS, INC.
By: /s/ JOHN M. THORNTON
-----------------------------------------------
John M. Thornton, Chairman of the Board
5
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints JOHN
M. THORNTON his true and lawful attorney-in-fact and agent, acting alone,
with full power 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
attorney-in-fact and agent, acting alone, full power 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 said
attorney-in-fact and agent, 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 June 11, 1999
- ---------------------------
James B. DeBello
/s/ GERALD I. FARMER Executive Vice President and June 11, 1999
- --------------------------- Director
Gerald I. Farmer
/s/ DANIEL E. STEIMLE Director June 11, 1999
- ---------------------------
Daniel E. Steimle
/s/ JOHN M. THORNTON Chairman of the Board and June 11, 1999
- --------------------------- Director
John M. Thornton
/s/ SALLY B. THORNTON Director June 11, 1999
- ---------------------------
Sally B. Thornton
6
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
4.1 Certificate of Incorporation of the Company*
4.2 Bylaws of the Company, as amended*
5 Opinion of Luce, Forward, Hamilton & Scripps LLP as to legality
of the securities being registered
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Luce, Forward, Hamilton & Scripps LLP (contained in
Exhibit 5 hereto)
24 Power of Attorney (contained on signature page hereof)
* Incorporated by reference.
7
<PAGE>
Exhibit 5
OPINION OF COUNSEL
June 11, 1999
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
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 1999 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>
Exhibit 23.1
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 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
June 11, 1999
