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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
(Mark One)
(x) Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the fiscal year ended September 30, 2000
or
( ) Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Commission file number 0-15235
MITEK SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 87-0418827
(State or other jurisdiction of (I.R.S Employer Identification No.)
incorporation or organization)
10070 CARROLL CANYON ROAD, SAN DIEGO, CALIFORNIA 92131
(Address of principal executive offices) (Zip Code)
(858)635-5900
Registrant's telephone number, including area code
NONE
Securities registered pursuant to Section 12(b) of the Act
COMMON STOCK, PAR VALUE $.001 PER SHARE
Securities registered pursuant to Section 12(g) of the Act
Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ___
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. |X|
The aggregate market value of voting stock held by non-affiliates of
the registrant was $5,642,791 as of December 1, 2000 (computed by reference to
the last sale price of a share of the registrant's Common Stock on that date as
reported by NASDAQ).
There were 11,119,843 shares outstanding of the registrant's Common
Stock as of December 1, 2000.
Documents incorporated by reference in this report: Part II
incorporates certain information by reference from the Annual Report to
Stockholders for the year ended September 30, 2000. Part III incorporates
certain information by reference from the Proxy Statement for the 1999 Annual
Meeting of Stockholders.
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SEC FORM 10 K
FY 00 - PART I - GENERAL INFORMATION
ITEM 1. BUSINESS
GENERAL
Mitek Systems, Inc. (the "Company") was incorporated under the laws of
the State of Delaware in 1986. The Company is primarily engaged in the
development and sale of software products with particular focus on intelligent
character recognition and forms processing technology, products and services for
the document imaging markets.
The Company develops, markets and supports what it believes to be the
most accurate Automated Document Recognition ("ADR") products commercially
available for the recognition of hand printed characters. The Company's unique
proprietary technology recognizes hand printed and machine generated characters
with a level of accuracy that renders the Company's ADR products a viable
alternative to manual data entry in certain applications. The Mitek solution
allows customers that process large volumes of hand printed and machine
generated documents to do so more quickly, with greater accuracy and at reduced
costs.
PRODUCTS AND RELATED MARKETS
AUTOMATED DOCUMENT PROCESSING
Since 1992 the Company has developed and marketed ADR products which
enable the automation of costly, labor intensive business functions such as
check and remittance processing, forms processing and order entry. The Company's
ADR products incorporate proprietary neural network software technology for the
recognition and conversion of hand printed and machine generated characters into
digital data. Neural networks are powerful tools for pattern recognition
applications and consist of sets of coupled mathematical equations with adaptive
parameters that self adjust to "learn" various forms and patterns. The Company's
ADR products combine the Company's neural network software technology with an
extensive database of character patterns, enabling them to make fine
distinctions across a wide variety of patterns with high speed, accuracy and
consistency. The Company leverages its core technology across a family of ADR
products that the Company believes offers the highest accuracy commercially
available for the recognition of hand printed characters.
The Company's ADR products incorporate the Company's proprietary
intelligent character recognition (ICR) software engine QuickStrokes(R) API, and
a licensed ICR software engine CheckScript(TM) (a trademark of Parascript LLC).
QuickStrokes(R) API and CheckScript(TM) are sold to original equipment
manufacturers (OEMs) such as BancTec, Unisys, and IBM, and to systems
integrators such as Computer Sciences Corporation. Major end users include
Chevron, GTE, CitiBank, NYNEX, Fleet Bank, Chase Manhattan and British Telecom.
QuickStrokes(R) API can process many foreign character sets.
The CheckScript(TM) product, used in financial document processing,
combines the Legal Amount Recognition (LAR) capabilities licensed from
Parascript, LLC with the Company's
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proprietary QuickStrokes(R) API Courtesy Amount Recognition (CAR) technology.
This product provides an extremely high level of accuracy in remittance
processing, proof of deposit, and lock box processing applications.
Leveraging its core technical competency in ICR, the Company has begun
to address the unstructured forms processing market with the introduction of its
Doctus(TM) product. Doctus(TM) incorporates the Company's core ICR technology in
an application designed for end users in a broad variety of industries which
require high volume automated data entry. The Company believes its Doctus(TM)
software is a major innovation in forms processing because it economically
handles both structured and unstructured forms. As a result, it significantly
increases the number and types of forms that can be automatically processed by a
company. Doctus is able to process unstructured forms because it incorporates
forms understanding technology. Mitek is marketing this software under the name
CogniForms. With CogniForms, Doctus automatically classifies unstructured forms
and extracts relevant data from the form contents. The Company has supplied this
new software to several important OEM's in the document processing field.
CheckQuest(R) is Mitek's affordable, image-enabled check and item
processing solution. It is specifically designed for low- to medium-volume
check image processing applications, such as Proof of Deposit,
Retail/Wholesale Lock Box, and Remittance Processing. These applications are
typically found in community banks, credit unions, utilities and other
businesses where processing checks quickly and accurately is critical.
CheckQuest(R) offers many traditional item processing functions found in
high-volume, high-priced systems, at a significantly lower cost. By utilizing
powerful PC desktop computers, new image item processors designed
specifically for lower-volume applications, and the latest advancements in
software development, Mitek is able to offer CheckQuest(R) solutions at an
affordable price.
QuickFX(R) is a software toolkit that provides automatic form ID, form
registration and form/template removal. The Company believes it will
significantly improve automatic data capture (ICR/OCR), forms processing,
document imaging and storage performance. QuickFX(R) reduces the image size by
removing extraneous information such as pre-printed text, lines, and boxes;
leaving only the filled-in data. It repairs the characters that are left,
ensuring better recognition, enhanced throughput, and higher accuracy rates.
RESEARCH AND DEVELOPMENT
The Company believes that its future success depends in part on its
ability to maintain and improve its core technologies, enhance its existing
products and develop new products that meet an expanding range of customer
requirements. The Company intends to expand its existing product offerings and
to introduce new forms processing software solutions. In the development of new
products and enhancements to existing products, the Company uses its own tools
extensively. The Company performs all quality assurance and develops
documentation internally. The Company intends to continue to support industry
standard operating environments.
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The Company's team of specialists in recognition algorithms, software
engineering, user interface design, product documentation and quality
improvement is responsible for maintaining and enhancing the performance,
quality and usability of all of the Company's products. In addition to research
and development, the engineering staff provides customer technical support on an
as needed basis, along with technical sales support.
In order to improve the accuracy of its ADR products, the Company
focuses research and development efforts on continued enhancement of its core
technology and on its database of millions of character images that is used to
"train" the neural network software that forms the core of the Company's ICR
engine. In addition, the Company has expanded its research and development tasks
to include pre- and post-processing of data subject to automated processing.
The Company's research and development organization included twenty-one
software engineers at September 30, 2000, including six with advanced degrees.
In the fiscal year ended September 30, 2000, the Company spent approximately
$2,253,000 on research and development and spent approximately $1,409,000 and
$1,343,000 on research and development in each of the fiscal years 1999 and
1998. The 2000, 1999, and 1998 figures do not include $110,000, $98,000, and
$878,000 respectively, that was spent in research and development related to
contract development and was charged to cost of sales.
The Company balances its engineering resources between development of
ICR technology and applications development. Of the sixteen software engineers,
approximately five are involved in ICR research and development of the
QuickStrokes(R) API recognition engine. The remaining staff is involved in
applications development, including the Doctus(TM), QuickFX(R), and
CheckQuest(R) products, and customer services and support.
INTELLECTUAL PROPERTY
The Company's success and ability to compete is dependent in part upon
its proprietary technology. The Company relies on a combination of patent,
copyright and trade secret laws and non-disclosure agreements to protect its
proprietary technology. The Company was recently notified that the U.S. Patent
and Trademark Office has approved the issuance of a U.S. patent for its
hierarchical character recognition systems. The patent will cover the
multiple-pass, multiple-expert system that significantly increases the accuracy
of forms processing and item processing applications. The Company may seek to
file additional patents to expand the scope of patent coverage. The Company may
also file future patents to cover technologies under development. There can be
no assurance that patents will be issued with respect to future patent
applications or that the Company's patents will be upheld as valid or will
prevent the development of competitive products.
The Company also seeks to protect its intellectual property rights by
limiting access to the distribution of its software, documentation and other
proprietary information. In addition, the Company enters into confidentiality
agreements with its employees and certain customers, vendors and strategic
partners. There can be no assurance that the steps taken by the Company in this
regard will be adequate to prevent misappropriation of its technology or that
the Company's competitors will not independently develop technologies that are
substantially equivalent or superior to the Company's technologies.
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The Company is also subject to the risk of adverse claims and
litigation alleging infringement on the intellectual property rights of others.
In this regard, there can be no assurance that third parties will not assert
infringement claims in the future with respect to the Company's current or
future products or that any such claims will not require the Company to enter
into license arrangements or result in protracted and costly litigation,
regardless of the merits of such claims. No assurance can be given that any
necessary licenses will be available or that, if available, such licenses can be
obtained on commercially reasonable terms.
SALES AND MARKETING
The Company markets its products and services primarily through its
internal, direct sales organization. The Company employs a technically-oriented
sales force with management assistance to identify the needs of existing and
prospective customers. The Company's sales strategy concentrates on those
companies that it believes are key users and designers of automated document
processing systems for high-performance, large volume applications. The Company
currently maintains sales offices in California and Virginia. In addition, the
Company sells and supports its products through foreign resellers in Germany,
France, Italy, the United Kingdom and Australia. The sales process is supported
with a broad range of marketing programs which include trade shows, direct
marketing, public relations and advertising.
The Company provides maintenance and support on a contractual basis
after the initial product warranty has expired. The Company provides telephone
support and on-site support. Customers with maintenance coverage receive
software releases from the Company. Foreign distributors generally provide
customer training, service and support for the products they sell. Additionally,
the Company's products are supported internationally by periodic distributor and
customer visits by Company management. These visits include attending imaging
shows, as well as sales and training efforts. Technical support is provided by
telephone as well as technical visits in addition to those previously mentioned.
The ability to support international markets has materially assisted
the Company in its international sales effort. International sales accounted for
approximately 15%, 22%, and 23% of the Company's net sales for the fiscal
periods ended September 30, 2000, 1999, and 1998, respectively. The Company
believes that a significant percentage of the products in its domestic sales are
incorporated into systems that are delivered to end users outside the United
States. International sales in the past twelve months were made in nineteen
countries including Australia, Argentina, Brazil, Canada, Denmark, United
Kingdom, France, Finland, Germany, Italy, Japan, Mexico, Netherlands, Norway,
Portugal, Spain and Sweden. The Company sells its products in United States
currency only. The Company relied on a significant portion of its revenues from
three customers in fiscal period 2000, and one customer in fiscal 1999, and
1998, respectively. Sales from these customers aggregated 52%, 10%, and 33% of
net sales for the fiscal periods 2000, 1999, and 1998, respectively.
MAINTENANCE AND SUPPORT
The Company has an internal customer service department that handles
installation and maintenance requirements. The majority of inquiries are handled
by telephone, with occasional
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visits to the customer's facilities. The Company believes that as the
installed base of its products grows, the customer service function will
become a source of recurring revenues. Costs incurred by the Company to
supply maintenance and support services are charged to cost of sales.
COMPETITION
The market for the Company's ADR products is intensely competitive,
subject to rapid change and significantly affected by new product introductions
and other market activities of industry participants. The Company faces direct
and indirect competition from a broad range of competitors who offer a variety
of products and solutions to the Company's current and potential customers. The
Company's principal competition comes from (i) customer-developed solutions;
(ii) direct competition from companies offering ICR systems; and (iii) companies
offering competing technologies capable of recognizing hand-printed and cursive
characters.
It is also possible that the Company will face competition from new
competitors. Moreover, as the market for automated data entry and ICR software
develops, a number of companies with significantly greater resources than the
Company could attempt to enter or increase their presence in the Company's
market either independently or by acquiring or forming strategic alliances with
competitors of the Company or to otherwise increase their focus on the industry.
In addition, current and potential competitors have established or may establish
cooperative relationships among themselves or with third parties to increase the
ability of their products to address the needs of the Company's current and
prospective customers.
The Company's QuickStrokes(R) API product and licensed CheckScript(TM)
product compete, to various degrees, with products produced by a number of
substantial competitors such as OCE Document Technologies, GmbH. Competition
among product providers in this market generally focuses on price, accuracy,
reliability and technical support. The Company believes its primary competitive
advantages are its (i) recognition accuracy with regard to hand printed
characters, (ii) flexibility, since it may operate on a broad range of computer
operating platforms, (iii) scalability and (iv) object-oriented software designs
which can be more readily modified, improved with added functionality,
configured for new products, and ported to new operating systems and upgrades.
Despite these advantages, QuickStrokes(R) API and CheckScript(TM) competitors
have existed longer and have far greater financial resources and industry
connections than the Company.
The Company's Doctus(TM) product competes against complete proprietary
systems offered by software developers, such as Microsystems Technology, RRI,
and Cardiff Software, Inc. In addition, Doctus(TM) faces competition from
providers of recognition systems that incorporate ADR technology such as
Microsystems Technology, Inc., and Captiva. Because Doctus(TM) is based on the
Company's proprietary QuickStrokes(R) API engine, its competitive advantages
reflect the advantages of the QuickStrokes(R) engine. The Company believes its
Doctus(TM) software provides the highest levels of automation in the industry.
The Company's document understanding software does not require extensive rules
written by a programmer based on a large set of training documents. The software
automatically "learns" how to process unstructured forms by reading only a few
examples. Competitors in this market offer both high and low cost systems. The
Company's strategy is to position Doctus(TM) to compete successfully in a
scalable
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midrange price while offering a higher degree of accuracy and greater
flexibility than competing systems currently on the market.
Increased competition may result in price reductions, reduced gross
margins, and loss of market share, any of which could have a material adverse
effect on the Company's business, operating results and financial condition.
EMPLOYEES AND LABOR RELATIONS
As of September 30, 2000, the Company employed a total of 50 full-time
and 4 part-time persons plus 1 full-time temporary employee, consisting of 12 in
marketing, sales and support, 21 in research and development, 16 in operations,
and 6 in finance, administration and other capacities. The Company has never had
a work stoppage. None of its employees are represented by a labor organization,
and the Company considers its relations with its employees to be good
ITEM 2. PROPERTIES
The Company's principal executive offices, as well as its principal
research and development facility, is located in approximately 26,878 square
feet of leased office building space in San Diego, California, of which the
Company subleases to a third party approximately 9,000 square feet. The lease
and sublease on these facilities expires June 30, 2002. During the fiscal year
the Company subleased 5,397 square feet of additional space adjacent to its
primary location. This sublease expires June 30, 2001. The Company also leases a
sales, customer services and support facility in Virginia. The Company believes
that its existing facilities are adequate for its current needs.
ITEM 3. LEGAL PROCEEDINGS
Mitek Systems, Inc. (the "Company"), William Boersing, John M.
Thornton, Dennis A. Brittain, Noel Flynn, and James De Bello have been sued in
five lawsuits, identified below, filed in October and November 2000. The same or
similar allegations are made in all five lawsuits. The plaintiffs in the
lawsuits allege violations of Section 10(b) of the Securities Exchange Act of
1934, violations of Section 20(a) of the Securities Exchange Act of 1934, and
Rule 10b-5 of the Securities Exchange Commission. The plaintiffs allege that on
September 29, 2000, the Company announced it would restate third quarter 2000
financial statements as a result of accounting misstatements, and the
restatement will involve removal of $1.4 million in revenue from the third
quarter results. Three of the lawsuits allege damages on behalf of the named
plaintiffs and a class of persons who purchased shares of the Company between
July 18, 2000 and September 29, 2000. Two of the lawsuits allege damages on
behalf of the named plaintiffs and a class of persons who purchased shares of
the Company between December 27, 1999 and September 29, 2000. The Company has
not yet filed a responsive pleading in the lawsuits and anticipates that the
five lawsuits will be consolidated. The Company has hired the law firm of Luce,
Forward, Hamilton & Scripps LLP to defend the lawsuits. The Company denies any
wrongdoing and intends to vigorously defend the lawsuits.
The lawsuits are as follows:
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1. JERRY KRAUSS AND ALEX KATSNELSON, ON BEHALF OF THEMSELVES AND ALL
OTHERS SIMILARLY SITUATED V. MITEK SYSTEMS, INC., WILLIAM BOERSING AND
JOHN M. THORNTON. United States District Court for the Southern
District of California, Case No. 00CV2028-J (LAB);
2. JOHN KULLE, ON BEHALF OF HIMSELF AND ALL OTHERS SIMILARLY SITUATED V.
MITEK SYSTEMS, INC., WILLIAM BOERSING AND JOHN M. THORNTON, United
States District Court for the Southern District of California, Case
No. 00CV2074-W (LSP);
3. R.D. PRICE, ON BEHALF OF HIMSELF AND ALL OTHERS SIMILARLY SITUATED V.
MITEK SYSTEMS, INC., WILLIAM BOERSING AND JOHN M. THORNTON, United
States District Court for the Southern District of California, Case
No. 00CV2203-IEG (AIB);
4. JERRY JACOBS, ON BEHALF OF HIMSELF AND ALL OTHERS SIMILARLY SITUATED
V. MITEK SYSTEMS, INC. WILLIAM BOERSING, DENNIS A. BRITTAIN, NOEL
FLYNN, JAMES DEBELLO, AND JOHN M. THORNTON, United States District
Court for the Southern District of California, Case No. 00CV2262-BTM
(JFS); and
5. GLORIA LANE, ON BEHALF OF HERSELF AND ALL OTHERS SIMILARLY SITUATED V.
MITEK SYSTEMS, INC., WILLIAM BOERSING AND JOHN M. THORNTON, AND DENNIS
A. BRITTAIN, United States District Court for the Southern District of
California, Case No. 00CV2333-IEG (JFS).
The Company is also a defendant in the case entitled DMS, Inc., d/b/a
Document Management & Support v. Mitek Systems, Inc., United District Court, for
the Middle District of Florida, Tampa Division, Case No. 8:00-VC-1207-T-27E. The
plaintiff seeks damages against the Company on a number of theories. The Company
has retained the Tampa, Florida law firm, Carlton Fields, and intends to
vigorously defend the lawsuit. The Company denies any wrong doing.
During fiscal 1998, the Company was involved in a number of legal
proceedings. All of these proceedings were resolved in fiscal year 1999, and the
costs of these settlements are included in the September 30, 1999 and September
30, 1998 financials.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
There were no matters submitted to security holders during the fourth
quarter ended September 30, 2000.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
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Market for Registrant's common equity and related stockholder
matters is incorporated herein by reference to the Company's Annual Report to
Stockholders for the year ended September 30, 2000.
ITEM 6. SELECTED FINANCIAL DATA
Selected financial data for each of the years in the five-year period
ended September 30, 2000 is incorporated herein by reference to the Company's
Annual Report to Stockholders for the year ended September 30, 2000.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management's discussion and analysis of financial condition and results
of operations is incorporated herein by reference to the Company's Annual Report
to Stockholders for the year ended September 30, 2000.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial statements and supplementary data and the Independent
Auditor's Report are incorporated herein by reference to the Company's Annual
Report to Stockholders for the year ended September 30, 2000.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIALDISCLOSURE.
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE
REGISTRANT
Information called for by this item is incorporated herein by reference
to the definitive Proxy Statement for the Annual Meeting of Stockholders to be
held in February 2001, under the heading "ELECTION OF DIRECTORS".
ITEM 11. EXECUTIVE COMPENSATION
Information called for by this item is incorporated herein by reference
to the definitive Proxy Statement for the Annual Meeting of Stockholders to be
held in February 2001, under the heading "EXECUTIVE COMPENSATION".
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
Information called for by this item is incorporated herein by reference
to the definitive Proxy Statement for the Annual Meeting of Stockholders to be
held in February 2001, under the heading "SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT."
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACITONS.
None.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES, AND
REPORTS ON FORM 8-K
(a)(1) The following documents are included in the Company's Annual
Report to Stockholders for the year ended September 30, 2000:
Independent Auditors' Report
Consolidated Balance Sheets -
For the Years Ended
September 30, 2000 and 1999
Consolidated Statements of Operations -
For the Years Ended
September 30, 2000, 1999, and 1998
Consolidated Statements of Changes in
Stockholders' Equity -
For the Years Ended
September 30, 2000, 1999, and 1998
Consolidated Statements of Cash Flows -
For the Years Ended
September 30, 2000, 1999, and 1998
Notes to Financial Statements -
For the years Ended
September 30, 2000, 1999, and 1998
With the exception of the financial statements listed
above and the information incorporated by reference
herein, the Annual Report to Stockholders for the
fiscal year ended September 30, 2000, is not to be
deemed to be filed as part of this report.
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<TABLE>
<CAPTION>
(a) (2) Exhibits:
<S> <C>
3.1 Certificate of Incorporation of
Mitek Systems of Delaware Inc.
(now Mitek Systems, Inc.), a
Delaware corporation, as amended. (1)
3.2 Bylaws of Mitek Systems, Inc. as
Amended and Restated. (1)
10.1 1986 Stock Option Plan (2)
10.2 1988 Non Qualified Stock Option Plan (2)
10.3 1996 Stock Option Plan (3)
10.4 1999 Stock Option Plan (4)
10.5 401(k) Plan (2)
</TABLE>
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<TABLE>
<S> <C>
13. Annual Report to Stockholders for the year ended
September 30,2000.
21. Subsidiaries of the Registrant
23. Independent Auditors' Consent
27. Financial Data Schedule
(1) Incorporated by reference to the exhibits to the Company' Annual Report
on Form 10-K for the fiscal year ended September 30, 1987
(2) Incorporated by reference to the exhibits to the Company's Registration
Statement on Form SB-2 originally filed with the SEC on July 9, 1996
Upon request, the Registrant will furnish a copy of any of the listed
exhibits for $0.50 per page.
(3) Incorporated by reference to the exhibits to the Company's Registration
Statement on Form 10-K for the fiscal year ended September 30, 1999
(4) Incorporated by reference to the exhibits to the Company's
Registration Statement on Form S-8 originally filed with the SEC on
June 10, 1999
(b) The following is a list of Current Reports on Form 8-K filed
by the Company during or subsequent to the last quarter of the
fiscal year ended September 30, 2000:
None
</TABLE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: December 27, 2000 MITEK SYSTEMS, INC.
By: /S/ JOHN M. THORNTON
---------------------
John M. Thornton,
Chairman of the Board,
President, Chief Executive
Officer and Chief
Financial Officer
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Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
/s/ John M. Thornton December 27, 2000
John M. Thornton,
Chairman of the Board
President, Chief Executive Officer
and Chief Financial Officer
/s/ Gerald I. Farmer December 27, 2000
Gerald I. Farmer, Director
/s/ Daniel E. Steimle December 27, 2000
Daniel E. Steimle, Director
/s/ Sally B. Thornton December 27, 2000
Sally B. Thornton, Director
/s/ James B. DeBello December 27, 2000
James B. DeBello, Director
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MITEK SYSTEMS, INC.
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. EXHIBIT
<S> <C>
3.1 Certificate of Incorporation of Mitek Systems of Delaware,
Inc. (now Mitek Systems, Inc.) a Delaware corporation, as
amended. (1)
3.2 Bylaws of Mitek Systems, Inc. as Amended and Restated. (1)
10.1 1986 Stock Option Plan (2)
10.2 1988 Non Qualified Stock Option Plan (2)
10.3 1996 Stock Option Plan (3)
10.4 1999 Stock Option Plan (4)
10.5 401(k) Plan (2)
13. Annual Report to Stockholders for the year ended September 30,
2000.
21. Subsidiaries of the Registrant
23. Independent Auditors' Consent
27. Financial Data Schedule
</TABLE>
(1) Incorporated by reference to the exhibits to the Company's Annual Report on
Form 10K for the fiscal year ended September 30, 1988
(2) (2) Incorporated by reference to the exhibits to the Company's Registration
Statement on Form SB-2 originally filed with the SEC on July 9, 1996
(3) Incorporated by reference to the exhibits to the Company's Registration
Statement on Form 10-K for the fiscal year ended September 30, 1999
(4) Incorporated by reference to the exhibits to the Company's Registration
Statement on Form S-8 originally filed with the SEC on June 10, 1999
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