UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number: 000-15235
CUSIP No.: 606710200
(Check One): |X| Form 10-K |_| Form 20-F |_| Form 11-K |_| Form 10-Q
|_| Form N-SAR |_| Form N-CSR
For Period Ended: September 30, 2008
|_| Transition Report on Form 10-K
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR
For the transition period ended: ____________________
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
PART I -- REGISTRANT INFORMATION
Mitek Systems, Inc.
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Full Name of Registrant
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Former Name if Applicable
8911 Balboa Ave., Suite B
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Address of Principal Executive Office (Street and Number)
San Diego, California 92123
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City, State and Zip Code
PART II -- RULE 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, 20-F, 11-K or N-SAR, or portion thereof, will be filed on
|X| or before the fifteenth calendar day following the prescribed due
date; or the subject quarterly report or transition report on Form
10-Q, or portion thereof will be filed on or before the fifth
calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 11-K, 20-F,
10-Q, N-SAR, or the transition report portion thereof, could not be filed within
the prescribed time period.
The Company could not file its annual report by the prescribed due
date because the Company's independent auditor did not complete its
audit of the Company's financial statements to be included in such
report. The independent auditor was unable to complete its audit
because the Company has devoted its limited financial resources and
management time to explore a financial transaction to improve the
Company's financial condition in addition to the work necessary to
complete the audit. The Company is pursuing transactions, which, if
completed, would constitute a material subsequent event and would
impact the Company's liquidity and capital resources.
Although the Company is exploring a financial transaction to improve
its financial condition, there are no commitments or arrangements
for financings or other transactions in place at this time and the
Company can give no assurance that capital will be available at all
or that any transaction will result. The Company has been notified
by its independent auditor that if the Company were to file its
annual report without obtaining a significant capital infusion, the
auditor's report on the Company's financial statements for the
Company's fiscal year ended September 30, 2008 included in the
annual report may contain an explanatory paragraph regarding the
Company's ability to continue as a going concern.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Tesfaye Hailemichael (858) 503-7810
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s).
|X| Yes |_| No
(3) Is it anticipated that any significant change in results of operations for
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
|X| Yes |_| No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
Although the Company has not completed the audit of its operating
results, it expects that its total sales for its fiscal year ended
September 30, 2008 will decrease by approximately $340,000 from its
total sales of $5,569,942 for its fiscal year ended September 30,
2007, with a corresponding increase in its total operating loss from
its operating loss of $387,436 for its fiscal year ended September
30, 2007.
Mitek Systems, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: December 30, 2008 By: /s/ Tesfaye Hailemichael
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Tesfaye Hailemichael
Chief Financial Officer