MITEK
SYSTEMS, INC.
14145
DANIELSON ST., SUITE B
POWAY,
CALIFORNIA 92064
NOTICE
OF SPECIAL MEETING OF STOCKHOLDERS
TO
BE HELD MAY 4, 2005
TO
ALL STOCKHOLDERS OF
MITEK
SYSTEMS, INC.
You are
cordially invited to attend a Special Meeting of Stockholders of Mitek Systems,
Inc. (“Mitek”). The meeting will be held at 1:00 p.m., local time,
Wednesday, May 4, 2005, at Mitek’s executive offices located at 14145 Danielson
St., Suite B, Poway, California 92064, for the following
purposes:
|
1. |
To
amend Mitek’s Certificate of Incorporation to increase the authorized
number of shares of common stock from 20,000,000 to
40,000,000. |
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|
2. |
To
transact such business as may properly come before the meeting and any
adjournments thereof. |
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The Board
of Directors has fixed the close of business on March 16, 2005 as the record
date for determination of stockholders entitled to notice of and to vote at the
Special Meeting and all adjournments thereof. A list of these stockholders will
be open to examination by any stockholder at the meeting and for ten days prior
thereto during normal business hours at our executive offices, 14145 Danielson
St., Suite B, Poway, California 92064.
Enclosed
for your convenience is a form of proxy which may be used at the Special Meeting
and which, unless otherwise marked, authorizes the holders of the proxy to vote
for the proposed slate of directors and as the proxy holder deems appropriate on
any other matter brought before the Special Meeting.
You
are invited to attend the meeting in person. Even if you expect to attend, it is
important that you sign, date and return the attached proxy promptly in the
business reply envelope which requires no postage if mailed in the United
States. It is important that your shares be represented at the meeting to assure
the presence of a quorum. If you sign and send in a proxy, you may revoke it by
executing a new proxy with a later date, by written notice of revocation to the
secretary of the company at any time before it is voted, or by attendance at the
meeting and voting in person.
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By Order of the Board of Directors |
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By: |
/s/ John M. Thornton |
| |
John M. Thornton |
| Poway,
California
April
1, 2005 |
Chairman of the Board |
MITEK
SYSTEMS, INC.
14145
DANIELSON ST., SUITE B
POWAY,
CALIFORNIA 92064
PROXY
STATEMENT
SPECIAL
MEETING OF STOCKHOLDERS
May
4, 2005
This
proxy statement is furnished in connection with the solicitation of proxies by
the Board of Directors of Mitek Systems, Inc. (the “Company”) for use at its
Special Meeting of Stockholders (the “Special Meeting”) to be held at 1:00 p.m.,
local time, Wednesday, May 4, 2005, at the company’s executive offices at 14145
Danielson St., Suite B, Poway, CA 92064, and at any adjournments
thereof.
As of the
close of business on March 16, 2005, the record date for determining
stockholders entitled to notice of and to vote at the Special Meeting, we had a
total of 12,460,909 shares of Common Stock issued and outstanding.
We will
pay the expenses of soliciting proxies for the Special Meeting including the
cost of preparing, assembling and mailing the proxy materials. Proxies may be
solicited personally, by mail, by telephone, by facsimile, or by telegram, by
our regularly employed officers and employees of the Company. Our officers and
employees will not receive additional compensation for soliciting proxies. We
may request persons holding stock in their names for others, such as brokers and
nominees, to forward proxy materials to their principals and request authority
to execute the proxy. We will reimburse any such brokers and nominees for their
expenses in connection therewith.
QUESTIONS
AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING
Why
am I receiving these materials?
We sent
you this proxy statement and the enclosed proxy card because the Board of
Directors of Mitek Systems, Inc. ("Mitek") is soliciting your proxy to vote at
the Special Meeting of Stockholders. You are invited to attend the Special
Meeting to vote on the proposal described in this proxy statement. However, you
do not need to attend the Special Meeting to vote your shares. Instead, you may
simply complete, sign and return the enclosed proxy card. The persons named as
proxies were selected by the Board of Directors.
We intend
to mail this proxy statement and accompanying proxy card on or about April 7,
2005 to all stockholders of record entitled to vote at the Special
Meeting.
Who
can vote at the Special Meeting?
Only
stockholders of record at the close of business on March 16, 2005 will be
entitled to vote at the Special Meeting. On this record date, there were
12,460,909 shares of common stock.
Stockholder
of Record: Shares Registered in Your Name
If on
March 16, 2005, your shares were registered directly in your name with our
transfer agent, Mellon Investor Services LLC, then you are a stockholder of
record. As a stockholder of record, you may vote in person at the meeting or
vote by proxy. Whether or not you plan to attend the meeting, we urge you to
fill out and return the enclosed proxy card to ensure your vote is
counted.
Beneficial
Owner: Shares Registered in the Name of a Broker or Bank
If on
March 16, 2005, your shares were not registered in your name, but rather in an
account at a brokerage firm, bank, dealer or other similar organization, then
you are the beneficial owner of shares held in "street name" and these proxy
materials are being forwarded to you by that organization. The organization
holding your account is considered to be the stockholder of record for purposes
of voting at the Special Meeting. As a beneficial owner, you have the right to
direct your broker or other agent on how to vote the shares in your account. You
are also invited to attend the Special Meeting. However, since you are not the
stockholder of record, you may not vote your shares in person at the Special
Meeting unless you request and obtain a valid proxy from your broker or other
agent.
What
am I voting on?
There is
only one matter scheduled for a vote: the approval of a proposed amendment to
our Certificate of Incorporation to increase the authorized number of shares of
common stock from 20,000,000 to 40,000,000 shares.
How
do I vote?
For each
matter to be voted on, you may vote "For," "Against" or "Abstain" from voting.
The procedures for voting are fairly simple:
Stockholder
of Record: Shares Registered in Your Name
If you
are a stockholder of record, you may vote in person at the Special Meeting or
vote by proxy using the enclosed proxy card. Whether or not you plan to attend
the meeting, we urge you to vote by proxy to ensure your vote is counted. You
may still attend the meeting and vote in person if you have already voted by
proxy.
● To vote
in person, come to the Special Meeting and we will give you a ballot when you
arrive.
● To vote
using the proxy card, simply complete, sign and date the enclosed proxy card and
return it promptly in the envelope provided. If you return your signed proxy
card to us before the annual meeting, we will vote your shares as you
direct.
Beneficial
Owner: Shares Registered in the Name of Broker or Bank
If you
are a beneficial owner of shares registered in the name of your broker, bank or
other agent, you should have received a proxy card and voting instructions with
these proxy materials from that organization rather than from us. Simply
complete and mail the proxy card to ensure that your vote is counted.
Alternatively, you may vote by telephone or over the Internet as instructed by
your broker or bank, if these options are offered by your broker or bank. To
vote in person at the Special Meeting, you must obtain a valid proxy from your
broker, bank or other agent. Follow the instructions from your broker or bank
included with these proxy materials or contact your broker or bank to request a
proxy form.
How
many votes do I have?
You have
one vote for each share of common stock you own as of March 16,
2005.
What
if I return a proxy card but do not make a specific
choice?
If you
return a signed and dated proxy card without marking any voting selection, your
shares will be voted "For" the amendment of our Certificate of Incorporation. If
any other matter is properly presented at the meeting, your proxy (one of the
individuals named on your proxy card) will vote your shares using his or her
best judgment.
Who
is paying for this proxy solicitation?
We will
pay for the entire cost of soliciting proxies. In addition to these mailed proxy
materials, our directors and employees may also solicit proxies in person, by
telephone or by other means of communication. Directors and employees will not
be paid any additional compensation for soliciting proxies. We may also
reimburse brokerage firms, banks and other agents for the cost of forwarding
proxy materials to beneficial owners.
What
does it mean if I receive more than one proxy card?
If you
receive more than one proxy card, your shares are registered in more than one
name or are registered in different accounts. Please complete, sign and return
each proxy card to ensure that all of your shares are voted.
Can
I change my vote after submitting my proxy?
Yes.
Stockholder
of Record: Shares Registered in Your Name
You can
revoke your proxy at any time before the final vote at the meeting. If you are
the record holder of your shares, you may revoke your proxy in any one of three
ways:
● You may
submit another properly completed proxy card with a later date.
● You may
send a written notice that you are revoking your proxy to Mitek’s Secretary at
14145 Danielson Street, Suite B, Poway, California, 92064.
● You may
attend the Special Meeting and vote in person. Simply attending the meeting will
not, by itself, revoke your proxy.
Beneficial
Owner: Shares Registered in the Name of Broker or Bank
If your
shares are held by your broker or bank as a nominee or agent, you should follow
the instructions provided by your broker or bank.
When
are stockholder
proposals due for next year's annual meeting?
To be
considered for inclusion in next year's proxy materials, your proposal must be
submitted in writing to our Secretary, at our address, by September 28, 2005. If
you If you submit a proposal after December 12, 2005, it will be considered
untimely for purposes of Rule 14a-4 and Rule 14a-5 under the Securities Exchange
Act of 1934, as amended and the proxy holder may vote against such proposal
using the proxy holder’s discretionary voting authority as authorized by
proxy.
How
are votes counted?
Votes
will be counted by the inspector of election appointed for the meeting, who will
separately count "For," "Against" and "Abstain" votes and broker non-votes. If
you do not vote, or "Abstain" from voting, it will have the same effect as an
"Against" vote. Broker non-votes will have the same effect as "Against"
votes.
If your
shares are held by your broker as your nominee (that is, in "street name"), you
will need to obtain a proxy form from the institution that holds your shares and
follow the instructions included on that form regarding how to instruct your
broker to vote your shares. If you do not give instructions to your broker, your
broker cannot vote your shares at the Special Meeting in the absence of your
voting instructions. This is commonly referred to as a "broker non-vote." Broker
non-votes will be treated for voting and quorum purposes in the same manner as
if you “Abstain” from voting.
How
many votes are needed to approve the proposal?
To be
approved, the proposal to amend our Certificate of Incorporation to increase the
authorized number of shares of common stock from 20,000,000 to 40,000,000
shares, must receive a "For" vote from the majority of the voting power of the
outstanding shares either in person or by proxy. If you do not vote, or
"Abstain" from voting, it will have the same effect as an "Against" vote. Broker
non-votes will have the same effect as "Against" votes.
What
is the quorum requirement?
A quorum
of stockholders is necessary to hold a valid meeting. A quorum will be present
if a majority of the voting power of the outstanding shares are represented by
stockholders present at the meeting in person or by proxy. On the record date,
there were 12,460,909 shares of common stock outstanding and entitled to
vote.
Your
shares will be counted towards a quorum only if you submit a valid proxy (or one
is submitted on your behalf by your broker, bank or other nominee) or if you
vote in person at the meeting. Abstentions and broker non-votes will be counted
towards the quorum requirement. If there is no quorum, a majority of the votes
present at the meeting may adjourn the meeting to another date.
How
can I find out the results of the voting at the Special
Meeting?
Preliminary
voting results will be announced at the Special Meeting. Final voting results
will be published in our quarterly report on Form 10-QSB for the third quarter
of fiscal 2005.
PROPOSAL
NO. 1
INCREASE
SHARES OF COMMON STOCK
BY
AMENDING CERTIFICATE OF INCORPORATION
The Board
of Directors is requesting stockholder approval of an amendment to our Restated
Certificate of Incorporation to increase our authorized number of shares of
common stock from 20,000,000 shares to 40,000,000 shares.
The
additional common stock to be authorized by adoption of the amendment would have
rights identical our currently outstanding common stock. Adoption of the
proposed amendment would not affect the rights of the holders of our currently
outstanding common stock, except for effects incidental to increasing the number
of shares of our common stock outstanding, such as dilution of the earnings per
share and voting rights of current holders of common stock. If the amendment is
adopted, it will become effective upon the acceptance for filing of a
Certificate of Amendment of our Restated Certificate of Incorporation by the
Secretary of State of the State of Delaware.
In
February 2005, we entered into agreements with John H. Harland Company
(“Harland”), pursuant to which Mitek agreed to sell to Harland up to 2,142,856
shares of its authorized and unissued common stock and up to 321,428 warrants to
purchase common stock for an aggregate purchase price of $1,500,000. Each
warrant is exercisable for a period of seven years at a price of $.70 subject to
certain adjustments. Under the terms of the agreements with Harland, the
transaction was expected to close in two rounds. The initial round for one-half
of the shares and one-half of the warrants for a purchase price of $750,000
occurred simultaneously with the signing of the agreement on February 22, 2005.
The second round for the remainder of the shares and the warrants for a purchase
price of $750,000 is scheduled to take place on or before August 31, 2005. The
closing of the second round is subject to various closing conditions, including
a condition that Mitek amend its Certificate of Incorporation to increase the
authorized number of shares of its common stock from the current 20,000,000
shares to at least 30,000,000 shares.
The
purchase price for the common stock and warrants is payable in cash. There were
no underwriting discounts or commissions incurred in connection with the sale.
Mitek will use the net proceeds from the sale for working capital purposes.
Following
the effectiveness of the Certificate of Amendment submitted at the Special
Meeting for stockholder approval, and assuming the other conditions of the
agreements with Harland are met, the second round closing will take place after
the date of such effectiveness and 1,071,428 shares of common stock and 160,714
warrants will be acquired by Harland for $750,000. From the shares of common
stock newly authorized in the Special Meeting, Mitek will reserve 321,428 shares
of common stock for issuance upon the exercise of the common stock warrants
issued to Harland.
In the
event that Mitek Systems cannot secure stockholder approval for the amendment,
it would not be able to meet the closing conditions for the second closing and
such closing would probably not occur.
In
addition to the 12,460,909 shares of common stock outstanding on March 16, 2005,
the Board has reserved 2,540,107 shares for issuance upon exercise of options,
including options granted or to be granted under Mitek's stock option plans, and
3,766,234 common stock reserved for conversion of convertible note with Laurus
Master Funds, and up to approximately 1,220,714 shares of common stock that may
be issued upon exercise of warrants to purchase our common stock.
Although
at present our board of directors has no other plans to issue the newly
authorized shares of common stock, it desires to have the shares available to
provide additional flexibility to use its capital stock for business and
financial purposes in the future. The additional shares may be used for various
purposes without further stockholder approval. These purposes may include:
raising capital; providing equity incentives to employees, officers or
directors; establishing strategic relationships with other companies; expanding
our business or product lines through the acquisition of other businesses or
products; and other purposes.
The
additional shares of common stock that would become available for issuance if
the proposal is adopted could also be used by us to oppose a hostile takeover
attempt or to delay or prevent changes in control or management. For example,
without further stockholder approval, our board of directors could adopt a
"poison pill" that would, under certain circumstances related to an acquisition
of shares not approved by our board of directors, give certain holders the right
to acquire additional shares of common stock at a low price, or our board of
directors could strategically sell shares of common stock in a private
transaction to purchasers who would oppose a takeover or favor our current board
of directors. Although this proposal to increase the authorized common stock has
been prompted by business and financial considerations and not by the threat of
any hostile takeover attempt (nor is our board of directors currently aware of
any such attempts directed at us), nevertheless, stockholders should be aware
that approval of this proposal could facilitate future efforts by us to deter or
prevent changes in control, including transactions in which our stockholders
might otherwise receive a premium for their shares over then current market
prices.
The
affirmative vote of the holders of a majority of the voting power of the
outstanding shares of common stock and preferred stock, voting together as a
single class, will be required to approve this amendment to our Certificate of
Incorporation. As a result, abstentions and broker non-votes will have the same
effect as “Against” votes.
OUR BOARD
OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 1
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND
RELATED STOCKHOLDER MATTERS
The table
below shows, as of March 16, 2005, the amount and class of the Company’s voting
stock owned beneficially (within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934, as amended) by (i) each director, (ii) all
directors and executive officers as a group and (iii) each person known by
us to own beneficially 5% or more of any class of Mitek’s voting stock (except
as noted below). Unless otherwise indicated, the business address for each of
these stockholders is c/o Mitek Systems, Inc., 14145 Danielson St.,
Suite B, Poway, CA 92064.
Name
of beneficial Owner or Identify of Group |
|
Number
of shares of
Common Stock
Beneficially
Owned |
|
Percent
of
Class |
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John
M. and Sally B. Thornton(1) |
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2,699,959 |
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21.67 |
% |
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Gerald
I. Farmer |
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55,000
(2 |
) |
|
.44 |
% |
|
James
B. DeBello |
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815,000
(3 |
) |
|
6.14 |
% |
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Michael
Bealmear |
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30,000
(4 |
) |
|
.24 |
% |
|
Robert
David Holvey(5) |
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-0-
|
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-0- |
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William
Tudor |
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25,000
(6 |
) |
|
.20 |
% |
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Murali
Narayanan |
|
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160,000
(7 |
) |
|
1.27 |
% |
|
Emmanuel
DeBoucard |
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200,000
(8 |
) |
|
1.58 |
% |
|
Directors
and Officers as a Group |
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3,984,959(9 |
) |
|
28.99 |
% |
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(1) |
John
M. Thornton and Sally B. Thornton, husband and wife, are trustees of a
family trust, and are each directors of the Company. |
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(2) |
Represents
55,000 shares of Common Stock subject to options exercisable within 60
days of March 16, 2005. |
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(3) |
Represents
815,000 shares of Common Stock subject to options exercisable within 60
days of March 16, 2005. |
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(4)
|
Represents
30,000 shares of Common Stock subject to options exercisable within 60
days of March 16, 2005. |
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(5) |
Mr.
Holvey was a director of the Company until his resignation in December
2004. |
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(6) |
Represents
15,000 shares of Common Stock subject to options exercisable within 60
days of March 16, 2005 and 10,000 shares of Common Stock held by Mr.
Tudor. |
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(7) |
Represents
160,000 shares of Common Stock subject to options exercisable within in 60
days of March 16, 2005. |
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(8) |
Represents
200,000 shares of Common Stock subject to options exercisable within 60
days of March 16, 2005. |
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(9) |
Includes
1,275,000 shares of Common Stock subject to options exercisable within 60
days of March 16, 2005. |
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Information
with respect to beneficial ownership is based on information furnished to
the Company by each person identified
above. |
OTHER
BUSINESS
The
Special Meeting is called for the purposes set forth in the attached Notice of
Special Meeting of Stockholders. We are not aware of any matters for action by
stockholders at this meeting other than those described in the Notice. The
enclosed proxy, however, will confer discretionary authority with respect to
matters that are not known at the date of printing hereof and which may properly
come before the Special Meeting or any adjournment thereof. The proxy holders
intend to vote in accordance with their best judgment on any such
matters.
PLEASE
COMPLETE, SIGN, DATE AND RETURN THE ACCOMPANYING PROXY CARD IN THE ENCLOSED
ENVELOPE.
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By Order of the Board of Directors |
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By: |
/s/ John M. Thornton |
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John M. Thornton |
| San
Diego, California
April
1, 2005 |
Chairman of the Board |
PROXY
MITEK
SYSTEMS, INC.
PROXY
SOLICITED BY THE BOARD OF DIRECTORS
FOR THE
SPECIAL MEETING OF STOCHOLDERS
TO BE
HELD ON MAY 4,
2005
The
undersigned hereby appoints James B.
DeBello and John M.
Thornton, and each of them, as attorneys and proxies of the undersigned, with
full power of substitution, to vote all shares of stock of Mitek
Systems, Inc. that the
undersigned may be entitled to vote at the Special Meeting of Stockholders of
Mitek Systems, Inc. to be
held at 14145
Danielson St., Suite B, Poway California 92064 on Wednesday, May 4, 2005
at 1:00 p.m.
local time, and at any and all postponements, continuations and adjournments
thereof, with all powers that the undersigned would possess if personally
present, upon and in respect of the following matters and in accordance with the
following instructions, with discretionary authority as to any and all other
matters that may properly come before the meeting.
x Please mark votes as in this example.
MANAGEMENT
RECOMMENDS A VOTE "FOR" PROPOSAL 1.
UNLESS A
CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR PROPOSAL 1, AS
MORE SPECIFICALLY DESCRIBED IN THE PROXY STATEMENT. IF SPECIFIC INSTRUCTIONS ARE
INDICATED, THIS PROXY WILL BE VOTED IN ACCORDANCE THEREWITH.
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FOR |
AGAINST |
ABSTAIN |
| 1. To approve an amendment to Mitek's
Certificate of Incorporation to increase the authorized number of
shares of common stock from 20,000,000
to 40,000,000
shares. |
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o |
o |
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Please vote, date and promptly return this
proxy in the enclosed return envelope which is postage prepaid if mailed
in the United States. |
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Please sign exactly as your name appears
hereon. If stock is registered in the names of two or more persons, each
should sign. Executors, administrators, trustees, guardians and
attorneys-in-fact should add their titles. If signer is a corporation,
please give full corporate name and have a duly authorized officer sign,
stating that if signer is a partnership, please sign in partnership name
by authorized person. |
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| Signature: |
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Date: |
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| Signature: |
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Date: |
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