SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20559
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, 1997
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. Employee Identification No.)
incorporation or organization)
10070 Carroll Canyon Road, San Diego, California 92131
(Address of principal executive offices) (Zip Code)
(619) 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 I 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 $9,632,889 as of December 1, 1997 (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 11,539,126 shares outstanding of the registrant's Common Stock as of
December 1, 1997.
Documents incorporated by reference in this report
Part II incorporates certain information by reference form the Annual Report to
Stockholders for the year ended September 30, 1997. Part III incorporates
certain information by reference from the Proxy Statement for the 1997 Annual
Meeting of Stockholders.
PART I
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 functional
business and office automation, and, until March, 1995, modified computer
systems for electronic security.
In 1993, the Company began pursuing a strategy which focused on the
launch of a new product line with better commercial prospects, while maintaining
its relative position in the rapidly declining TEMPEST market. In March, 1995,
the Company completed the transition out of the TEMPEST market by selling the
assets of this business segment to Ravenn Data Systems, Inc.
PRODUCTS AND RELATED MARKETS
AUTOMATED INTELLIGENT CHARACTER RECOGNITION
The Company's realigned business strategy began with the acquisition of
the Data Entry Products Division ("DEP") of HNC, Inc. ("HNC") in November 1992.
DEP had developed and was selling hand printed character recognition and page
segmentation technologies used in remittance processing, business forms, data
entry processing and enhanced gray-scale optical character recognition. This
product line has been renamed as Mitek's Automated Document Recognition ("ADR")
product line.
The Company develops and markets 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 object-oriented 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 ICR software
engine, QuickStrokes API, with high speed co-processor boards which are
configurable to meet customer requirements. QuickStrokes API is sold to OEMs,
such as BancTec, NCR, ABC Bull, Unisys and IA
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Corporation, systems integrators such as SHL Systemhouse, Inc. and Wheb Systems.
Major end users include Avon Products Company, certain of the Federal Reserve
Banks, SCS Communications, the Australian Tax Office, the Mexican Tax Authority
and American Express. QuickStrokes API can process documents in fourteen
languages.
Leveraging its core technical competency in ICR, the Company has begun
to address certain vertical markets through the introduction of the PFP. The PFP
incorporates the Company's core ICR technology in an application designed to be
marketed directly to end users in a broad variety of industries which require
high volume automated data entry. PFP operates on the Windows operating platform
on stand alone or networked personal computers, features an intuitive graphical
user interface ("GUI"), and is designed for easy installation and configuration
by the end user. The Company also sells its PFP products to systems integrators
and VARs.
The Company develops, markets and supports what it believes to be the
most accurate 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
standardized hand printed documents to do so more quickly, with greater accuracy
and at reduced costs.
The QuickFrames API is an advanced page segmentation system that
separates the scanned image of a document into isolated regions, each containing
a single information type. The system outputs the coordinates and type of each
region and can produce "cut-out" images of isolated regions for easier
processing. The QuickFrames API system is designed for document imaging and
forms processing applications in insurance, banking, legal and governmental
agencies.
The Company has begun, with the acquisition of Technology Solutions,
Inc., to expand its product offerings to include a greater services content. The
Company markets the Quick Modules product, a sophisticated document image
processing system, to end users and systems integrators. The Company's end user
customers include General Electric, Merck-Medco LLC, and American Airlines,
while the system integrators include Lockheed Martin Federal Systems and Unisys.
The Company also competes in the fax server marketplace with it's
proprietary software. In June, 1995, the Company completed the acquisition of
TRACS International, Inc., a Calgary, Canada, based developer of network
facsimile server technology. The Company named the product from this acquisition
NiF Faxshare.
The Company markets the NiF Faxshare product line, which combines its
ADR technologies with conventional incoming facsimile routing technologies to
provide economical and practical "faxmail" solutions. The Company markets its
NiF Faxshare products to large end users, such as the Bank of Montreal, Capital
Cities-ABC, and J. P. Morgan Private Banking, as well as a network of VARs.
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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. To date, the Company has relied primarily on ICR technology
acquired from HNC as well as internal development, although it may, based on
timing and cost considerations, acquire technology or products from third
parties or consultants. The Company performs all quality assurance and develops
documentation internally. The Company intends to continue to support industry
standard operating environments.
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 provide 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 data
base of hundreds of thousands of images that is used to "train" the neural
network software that forms the core of the Company's ICR engine. Additionally,
the Company continues to enhance its specialized software which focuses on
eliminating the confusion of matrices that may otherwise mislead the software.
The confusing items are separated one by one until the ambiguities that cause
software algorithms errors are removed.
The Company's research and development organization included 24
software engineers at September 30, 1997, including eleven with advanced
degrees. In the fiscal year ended September 30, 1997, the Company spent
approximately $1,393,000 on research and development and spent approximately
$1,314,000 and $1,000,000 on research and development in each of fiscal years
1996 and 1995. The 1997, 1996 and 1995 figures do not include $458,000, $411,000
and $640,000, respectively, that was spent in research and development related
to contract development and charged to cost of sales.
The Company balances its engineering resources between development of
ICR and applications development. Of the 24 software engineers, approximately 7
are involved in ICR research and development of the QuickStrokes API recognition
engine. The remaining staff are involved in applications development, including
the PFP and NiF Faxshare products, and customer services and support.
3
PATENTS
The Company seeks registered trademark protection for its
software-related products; however, it does not consider its business to be
dependent upon the protection or that its operations would be materially
affected by the expiration or loss of them. In the Company's opinion, its
design, experience and reputation are more responsible for its industry position
than its trademarks.
The Company enforces the practice of maintaining trade secrets for it's
key technologies. This practice affords the Company a significant advantage in
the marketplace.
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 applications. The Company currently
maintains sales offices in California, Virginia, Georgia, New Jersey and
Calgary, Canada. In addition, the Company sells and supports its products
through distributors in Australia and Germany. 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 regular
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 work in many different languages has materially assisted
the Company in its international sales effort. The Company believes that the
competition has much less functionality in this regard. International sales
accounted for approximately 41% of the Company's net sales for the period ended
September 30, 1997. 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 such that the total percentage of its
products which are ultimately utilized by foreign end users is between 40% and
50%. International sales in the past twelve months were made in sixteen
countries including Australia, Argentina, Brazil, Denmark, England, France,
Finland, Germany, Italy, Japan, Mexico, Norway, Portugal, Poland, Spain and
Sweden. The Company sells its products in United States currency only.
4
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 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 characters.
It is also possible that the Company will face competition from new
competitors. These include companies that are existing licensors such as HNC and
OEM, systems integrators and VAR customers, such as BancTec. In addition, the
Company's license agreement with HNC provides that, upon expiration of certain
exclusivity periods beginning in November 1997, HNC will have the right to use
certain of the core technologies used in the Company's ADR products, originally
developed by HNC and acquired by the Company in 1992, to compete directly with
the Company. Moreover, as the market for automated data entry and ICR software
develops, a number of these or other 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 API products compete, to various degrees,
with products produced by a number of substantial competitors including AEG, a
subsidiary of Daimler Benz, Computer Gesellschaft Konstanz, a subsidiary of
Siemens, and Nestor, Inc. 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 API's competitors have existed longer and
have far greater financial resources and industry connections than the Company.
5
The Company's PFP products compete against complete proprietary systems
offered by software developers, such as GTESS Corporation, Symbus Technology,
Inc. and Cardiff Software, Inc. In addition, PFP faces competition from
providers of recognition systems that incorporate ADR technology, including in
some instances, the Company's Quickstrokes API product, such as Microsystems
Technology, Inc., and National Computer Systems. Because PFP is based on the
Company's proprietary QuickStrokes API engine, its competitive advantages
reflect the advantages of the QuickStrokes engine. Competitors in this market
offer both high and low cost systems. The Company's strategy is to position PFP
to compete successfully in a scalable 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, reduce 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.
Furthermore, a significant percentage of the Company's revenues are attributable
to sale of co-processor boards sold together with the Company's software.
Anticipated increases in the microprocessor speed and power available, such as
the Pentium P-6, could have the effect of reducing the demand for such
co-processor boards. It is also possible that the Company's co-processor boards
will have competition from semiconductor manufacturers embedding the technology
on their chips. There can be no assurance that the Company will be able to
compete successfully against current or future competitors or that competitive
pressures faced by the Company will not materially adversely affect its
business, operating results and financial condition.
EMPLOYEES AND LABOR RELATIONS
As of September 30, 1997, the Company employed a total of 49 persons,
consisting of eleven in marketing, sales and support, 24 in research and
development, seven in operations and seven in finance, administration and other
capacities. All employees work on a full time basis. 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 21,000 square
feet of leased office building space in San Diego, California. The lease on this
facility expires June 30, 2002. The Company also leases a sales, product
development and customer services and support facility in Chantilly, Virginia,
and a sales office facility in Cedar Grove, New Jersey. In addition, the Company
leases office space used as a service, and development facility in Calgary,
Alberta, Canada. The Company believes that its existing facilities are adequate
for its current needs.
ITEM 3. LEGAL PROCEEDINGS
In the general course of business, the Company, at various times, has
been named in lawsuits. The Company believes that it has meritorious defenses to
these lawsuits and that resolution of these matters will not have a material
adverse affect on the business of financial condition of the Company.
6
There are no legal claims currently pending against the Company. The Company
has, however, received a notice of a possible claim arising in connection with
certain products included in the sale of the TEMPEST business. The Company has
also received notification of potential termination benefits asserted by two
former employees in Canada. The Company believes that adequate reserves have
been provided for against any potential liability.
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, 1997.
EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth the executive officers and directors of
the Company and their ages as of October 1, 1997:
Name Age Position
- --------------------------------------------------------------------------------
John M. Thornton(1)(2) 65 Chairman of the Board
John F. Kessler 48 President, Chief Executive Officer and
Director
David A. Pinstow 49 Senior Vice President
Curtis D. Abel 61 Vice President, Sales & Marketing
Gerald I. Farmer, Ph.D. 63 Director
James B. DeBello(2) 38 Director
Daniel E. Steimle(1)(2) 49 Director
Sally B. Thornton(1) 63 Director
- --------------------
(1) Compensation Committee
(2) Audit Committee
Mr. Thornton, 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 Chief Executive
Officer from May 1991 through February 1992. From 1976 through 1986, Mr.
Thornton was the principal shareholder and served as Chairman of the Board at
Micom, Inc. Mr. Thornton was a President of Wavetek Corporation for 18 years.
Mr. Thornton is also a director of Dynamic Instruments, Inc. and Chairman of the
Board of Thornton Winery Corporation. Mr. Thornton is the spouse of Sally B.
Thornton, a director.
7
Mr. Kessler, a director of the Company since August 1993, was appointed
President and Chief Executive Officer of the Company in April 1994. Prior to
joining the Company, he was Vice President of Finance/Administration and Chief
Financial Officer of Bird Medical Technologies, Inc., a manufacturer of medical
equipment from November 1992 and also served as Secretary from January 1993.
Prior to joining Bird Medical, Mr. Kessler was Vice President,
Finance/Administration and 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.
Mr. Pintsov, a Senior Vice President since May 15, 1997, had been Vice
President since October, 1995. Mr. Pintsov has been with the Company since
November, 1992. Prior to joining the Company, Mr. Pintsov was Director of OCR
research and development for HNC Software, and was previously with Pitney Bowes.
Mr. Abel, has been Vice President of Sales & Marketing since his
employment with the Company in June 1997. Prior to joining the Company, Mr. Abel
served in various senior sales management positions with Recognition Research,
Inc., Honeywell, Motorola Computer Systems and Scan-Optics.
Dr. Farmer, a director of the Company since May 1994, was previously
Executive Vice President of the Company from November 1992 to June 1997. Prior
to joining the Company, Dr. Farmer worked as Executive Vice President of HNC
Software, Inc. from January 1987 to November 1992. He has held senior management
positions with IBM Corporation, Xerox, SAIC and Gould Imaging and Graphics.
Mr. DeBello, a director of the Company since November 1994, is Vice
President & Assistant General Manager of Qualcomm Eudora Internet E-Mail
Software Division, a division of Qualcomm Corporation, since November 1996. He
was previously President of Solectek Corporation in San Diego, California, from
September 1990 thru October 1996. 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.
Mr. Steimle, a director of the Company since February 1987, has been
Vice President of Finance and Administration of Hybrid Networks, Inc., a
broadband access equipment company since July, 1997. Prior to that time, Mr.
Steimle was Vice President, and Chief Financial Officer of Advanced Fibre
Communications from December 1993. Mr. Steimle was Senior Vice President,
Operations and Chief Financial Officer of the Santa Cruz Operation from
September 1991 to December 1993, and 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.
8
Ms. Thornton, a director of the Company since April 1988, has been a
private investor for more than six years. She served as Chairman of Medical
Materials, Inc. in Camarillo until February 1996, is on the Board of Directors
of Thornton Winery Corporation in Temecula, 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, Chairman of the Board.
Directors are elected by the stockholders at each annual meeting of
stockholders to serve until the next annual meeting of stockholders or until
their successors are duly elected and qualified. Officers are chosen by, and
serve at the discretion of, the Board of Directors.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
Market for Registrant's common equity and related stockholder matters
is incorporated by reference on Page 15 from the Company's Annual Report to
Stockholders for the year ended September 30, 1997.
ITEM 6. SELECTED FINANCIAL DATA
Selected financial data for each of the years in the five-year period
ended September 30, 1997 is incorporated by reference from Page 15 of the
Company's Annual Report to Stockholders for the year ended September 30, 1997.
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 by reference on pages 3 and 4 of the Company's
Annual Report to Stockholders for the year ended September 30, 1997.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial statements and supplementary data and the Independent
Auditor's Report is incorporated by reference from pages 5 through 12 of the
Company's Annual Report to Stockholders for the year ended September 30, 1997.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
9
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information regarding directors of the Registrant is incorporated by
reference from information contained in the Proxy Statement for the 1997 Annual
Meeting of Stockholders under the heading "ELECTION OF DIRECTORS", and
additional information is incorporated by reference under the heading "Security
Ownership of Certain Beneficial Owners and Management". Information concerning
officers of the Registrant is included in Part I hereof under the caption
"EXECUTIVE OFFICERS OF THE REGISTRANT".
ITEM 11. EXECUTIVE COMPENSATION
Incorporated by reference from the information contained in the Proxy
Statement for the 1997 Annual Meeting of Stockholders under the heading
"EXECUTIVE COMPENSATION".
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Incorporated by reference from the information contained in the Proxy
Statement for the 1997 Annual Meeting of Stockholders under the heading
"SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT'".
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
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, 1997:
Independent Auditors' Report
Balance Sheets -
September 30, 1997 and 1996
Statements of Operations -
For the Years Ended September 30, 1997, 1996 and 1995
10
Statements of Changes in Stockholders' Equity For the
Years Ended September 30, 1997, 1996 and
1995
Statements of Cash Flows -
For the Years Ended September 30, 1997, 1996 and 1995
Notes to Financial Statements -
For the years Ended September 30, 1997, 1996 and 1995
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, 1997, is not to be deemed to be filed as part of
this report.
(a)(2) Exhibits (All items marked with an asterisk are incorporated
by reference from the exhibits to the Registrant's Annual
Report on Form 10-K for the fiscal year ended September 30,
1987; if marked by two asterisks, items are incorporated by
reference from the Registrant's report on Form 8-K, filed
December 7, 1992).
3.1 Certificate of Incorporation of Mitek Systems of Delaware Inc.
(now Mitek Systems, Inc.), a Delaware corporation, as amended.*
3.2 Bylaws of Mitek Systems, Inc. as Amended and Restated.*
10.1 License Agreement as of November 25, 1992 by and between HNC,
Inc. and Mitek Systems, Inc.**
13 Annual Report to Stockholders for the year ended September 30,
1997.
23 Independent Auditors' Consent
Upon request, the Registrant will furnish a copy of any of the listed
exhibits for $0.50 per page.
(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, 1997:
Acquisition of assets of Technology Solutions, Inc., dated June 12,
1997.
11
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 26, 1997 MITEK SYSTEMS, INC.
/s/ Barbara Hurlstone
By: __________________________________
Barbara Hurlstone, Secretary
12
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 26, 1997
- -------------------------------------
John M. Thornton,
Chairman of the Board
/s/ John F. Kessler December 26, 1997
- -------------------------------------
John F. Kessler, Director and
President and Chief Executive Officer
(Principal Executive Officer)
/s/ Curtis D. Abel December 26, 1997
- --------------------------------------
Curtis D. Abel, Vice President Sales
& Marketing
/s/ Gerald I. Farmer December 26, 1997
- --------------------------------------
Gerald I. Farmer, Director
/s/ Daniel E. Steimle December 26, 1997
- --------------------------------------
Daniel E. Steimle, Director
/s/ Sally B. Thornton December 26, 1997
- --------------------------------------
Sally B. Thornton, Director
/s/ James B. DeBello December 26, 1997
- --------------------------------------
James B. DeBello, Director
/s/ David A. Pintsov December 26, 1997
- --------------------------------------
David A. Pintsov, Senior Vice President
/s/ Barbara Hurlstone December 26, 1997
- --------------------------------------
Barbara Hurlstone, Secretary &
Controller
13
MITEK SYSTEMS, INC.
INDEX TO EXHIBITS
Exhibit Sequentially
No. Exhibit Numbered Page
- --------------------------------------------------------------------------------
3.1 Certificate of Incorporation of Mitek Systems of *
Delaware, Inc. (now Mitek Systems, Inc.), a Delaware
corporation, as amended
3.2 Bylaws of Mitek Systems, Inc. as Amended and *
Restated
10.1 License Agreement as of November 25, 1992 by and **
between HNC, Inc. and Mitek Systems, Inc.
13 Annual Report to Stockholders for the year ended
September 30, 1997.
23 Independent Auditors' Consent
* Incorporated by reference from the exhibits to Registrant's Annual
Report on Form 10-K for the fiscal year ended September 30, 1987.
** Incorporated by reference from the exhibits to Registrant's Report on
Form 8-K, filed December 7, 1992.
14