View:
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
Mitek Systems, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
606710 200
---------------------------------------------
(CUSIP Number)
John M. Thornton, 2125 Evergreen Street, San Diego, CA 92106 (619) 635-5900
---------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
October 13, 1997
-----------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following. ____
Check the following if a fee is being paid with the statement ____. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
CUSIP No. 606710 200 Page 2 of 15 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE THORNTON FAMILY TRUST OF 1981
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
BK,PF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) ____
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF 7 SOLE VOTING POWER: 2,749,959
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: --
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 2,749,959
REPORTING
PERSON 10 SHARED DISPOSITVE POWER: --
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,749,959
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
____
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.4%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 606710 200 Page 3 of 15 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JOHN M. THORNTON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
BK,PF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) ____
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF 7 SOLE VOTING POWER: 2,749,959
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: --
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 2,749,959
REPORTING
PERSON 10 SHARED DISPOSITVE POWER: --
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,749,959
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
____
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.4%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 606710 200 Page 4 of 15 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SALLY B. THORNTON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
BK,PF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) ____
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF 7 SOLE VOTING POWER: 2,749,959
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: --
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 2,749,959
REPORTING
PERSON 10 SHARED DISPOSITVE POWER: --
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,749,959
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
____
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.4%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
AMENDMENT NO. 7 TO
SCHEDULE 13D FOR THE TRUST
AND THE CO-TRUSTEES
Item 1. Security and Issuer.
Common stock, $.001 par value ("Common Stock")
Mitek Systems, Inc.
10070 Carroll Canyon Road
San Diego, CA 92131
Item 2. Identity and Background. This Amendment No. 7 to Schedule 13D
is filed on behalf of The Thornton Family Trust of 1981 (the
"Trust"), and its co-Trustees John M. Thornton ("Mr.
Thornton") and Sally B. Thornton ("Mrs. Thornton"). The Trust
is organized under the laws of the State of California. The
following additional information is provided with respect to
the co-Trustees, and, where indicated, the Trust:
a. Names: : John M. Thornton and Sally B. Thornton.
b. Addresses of the Trust and the co-Trustees: 2125
Evergreen Street, San Diego, California 92106.
c. During the last five years, neither the Trust nor Mr.
or Mrs. Thornton have been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
d. During the last five years, neither the Trust nor Mr.
or Mrs. Thornton has been a party to a civil
proceeding and as a result of such proceeding subject
to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or
finding any violation with respect to such laws.
f. Citizenship: Mr. and Mrs. Thornton are United States
citizens.
Item 3. Source and Amount of Funds or Other Consideration. The Trust
has acquired its shares of Common Stock through (a) the
acquisition of options and preferred stock issued in
connection with loans to the Company, guarantees of bank loans
to the Company, and other debt financing agreements with the
Company, (b) the exercise of a portion of such options and in
return for cancellation of certain outstanding indebtedness
owed by the Company and the conversion or certain convertible
notes, (c) the conversion of such preferred stock into Common
Stock and (d) a private purchase of Common Stock from the
Company. The Trust obtained the funds for loans to the Company
and for the purchase of the Common Stock in part from its own
funds and in part through loans from San Diego Trust & Savings
Bank.
Item 4. Purpose of Transaction. The Trust and the co-Trustees have
granted an option to purchase from the Trust 1,700,000 shares
of Common Stock for investment purposes to Robert S. Coleman
Trust (25%), James H. Dahl (25%), James S. Schmitt (25%),
Edmund R. Miller (15%), James M. Julian (5%) and James Milne
Neighbors (5%) pursuant to a Stock Option Agreement dated
October 13, 1997 (attached hereto as an exhibit). Pursuant to
said Stock Option Agreement, the co-Trustees have agreed to
use their best efforts to cause Mitek Systems, Inc. to conduct
a search for a new Chief Executive Officer and to reconstitute
its board of directors.
a. Inapplicable.
b. Inapplicable.
c. The Trust and co-Trustees have agreed to use their
best efforts to cause Mitek Systems, Inc. to conduct a
search for a new Chief Executive Officer and to
reconstitute its board of directors.
d.- j. Inapplicable.
Item 5. Interest in Securities of the Issuer.
a. The Trust beneficially owns 2,749,959 shares of Common
Stock making it the owner of approximately 27.4% of
the Common Stock. Mr. and Mrs. Thornton, as
co-Trustees, are indirect beneficial owners of the
2,749,959 shares of Common Stock owned by the Trust.
b. The Trust has sole power to vote and to dispose of the
shares of Common Stock it owns, which powers are
exercised by Mr. or Mrs. Thornton as co-Trustees.
c. In the past 60 days, the Trust and co-Trustees have
granted an option to purchase from the Trust 1,700,000
shares of Common Stock at the exercise price of $1.00
for 1,000,000 shares and $1.50 for 700,000 shares.
There have been no other transactions involving the
Common Stock of Mitek Systems, Inc. held by the Trust
or the co-Trustees during the past 60 days.
d. Inapplicable.
e. Inapplicable.
Item 6. Contracts, Arrangements, Understandings or Relationship with
Respect to Securities of the Issuer.
Stock Option Agreement dated October 13, 1997 (Item 5 above)
attached as an exhibit to this report.
Item 7. Material to be Filed as Exhibits.
(1) Consent to filing joint statement.*
(2) Stock Option Agreement dated October 13, 1997.
*Incorporated by reference from the Exhibits to Schedule 13D filed by the Trust
and the Co-Trustees on May 31, 1988.
Signatures
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: October 24, 1997 THE THORNTON FAMILY TRUST OF 1981
By: /s/ John M. Thornton
-------------------------------
John M. Thornton, co-Trustee
By: /s/ Sally B. Thornton
-------------------------------
Sally B. Thornton, co-Trustee
STOCK OPTION AGREEMENT
This STOCK OPTION AGREEMENT (the "Agreement") is entered into and
effective as of October 13, 1997 between Robert S. Colman Trust, James H. Dahl,
James S. Schmitt, Edmund R. Miller, James M. Julian, and James Milne Neighbors
(individually an "Optionee" or collectively "Optionees") and John M. and Sally
B. Thornton Family Trust ("Optionor").
R-E C I T A L S
A. Optionor is the beneficial owner of no less than 1,700,000 shares of
the common stock (the "Shares.") of Mitek Systems Inc., a Delaware corporation
("Mitek"). John M. Thornton, a trustor of optionor is currently the chairman of
the board and one of the founders of Mitek, which is a publicly traded company
listed on NASDAQ.
B. Optionees will provide consulting services to optionor concerning
alternative approaches to raising capital and the impact of those approaches on
optionor's equity position in Mitek and related financial and business matters.
Colman will also consider serving as a member of the board of directors of
Mitek.
C. Optionor desires to grant Optionees certain options to acquire the
Shares.
In consideration of the foregoing and the mutual covenants and
agreements by the parties contained herein, the parties agree as follows:
1. Grant of Option. Subject to the terms and conditions hereof,
optionor hereby grants to Optionees the following options to purchase shares of
the common stock of Mitek held by optionor:
(a) An option to purchase up to 1,000,000 shares at an exercise
price of $1.00 for each share ("Option 1"); and
(b) An option to purchase up to 700,000 shares at an exercise
price of $1.50 for each share ("Option 2").
Option 1 and Option 2 shall be collectively referred to herein as the
"Options." The percentage interest of each Optionee in the Options is set forth
on Exhibit A attached hereto and incorporated herein by this reference.
2. Term. The term of Option 1 commences on the date hereof and expires
as of 11:59 a.m. on April 13, 1998. The term of Option 2 commences on the date
hereof and expires as of 11:59 a.m. on the first anniversary of this Agreement.
1
3. Exercise of Option.
(a) Each of the Options shall be exercisable during their
respective terms by written notice delivered to Optionor (the "Notice") by
Optionees individually or collectively as a group. Each individual Optionee
shall be entitled to exercise options to purchase one-third of the total options
subject to this Agreement. Each Notice shall state the election to exercise the
particular option, the option exercise price, the number of shares in respect of
which the option in being exercised for each optionee, and such other
representations and agreements as to Optionee's investment intent with respect
to such shares of common stock as may be reasonably required by mitek to comply
with federal and state securities laws. The options shall be deemed to be
exercised upon receipt by optionor of such written notice accompanied by payment
via cash or check for the exercise price. The options may not be exercised for
less than an aggregate of 10,000 shares in any one transaction.
(b) Upon receipt of the Notice(s), Optionor shall cause to be
transferred such number of shares a& are set forth in the Notice. The shares
that are the subject of the Notice shall be unrestricted shares of common stock
of Mitek freely transferable pursuant to the rules and regulations of NASDAQ or
any other exchange upon which the shares of Mitek are traded, subject only to
the restrictions of Rule 144 of the Securities Act of 1933, as amended (the
"Act").
4. Representations and Warranties of Optionor. Optionor hereby
represents and warrants as follows:
(a) Optionor is the record and beneficial owner of the Shares as
set forth on the books and records of Mitek, free and clear of all liens,
claims, charges, restrictions, security interests, proxies, pledges or
encumbrances of any kind.
(b) Optionor has the full right, power, authority and capacity to
enter into this Agreement, to grant the Options, and to sell and transfer to
optionees the Shares as contemplated herein.
(c) Upon exercise of any of the options, optionees will obtain
full title to the Shares, free and clear of all liens, claims, charges,
restrictions, security interests, proxies, pledges or encumbrances of any kind,
except for the restrictions of Rule 144 of the Act.
(d) This Agreement constitutes a legal, valid and binding
agreement of Optionor enforceable in accordance with its terms.
(e) There are no claims, actions, suits, proceedings or
investigations pending or threatened against Optionor or the Shares at law or in
equity, and optionor does not know or have any reason to know of any basis for
any such claim, action, suit, proceeding or investigation.
2
(f) Optionor will use his best efforts to cause Mitek to conduct a
search for and employ a now chief executive officer and to reconstitute its
board of directors.
(g) Neither this Agreement nor any documents filed of record by
Mitek with the Securities and Exchange commission contains any untrue statement
of a material fact or omits to state any material fact required to be stated
therein or herein or necessary to make the statements and information contained
herein or therein not misleading as of the date thereof and as of the date of
this Agreement.
5. Representations and Warranties of Optionees. Each optionee hereby
represents and warrants severally, and not jointly, as follows:
(a) Optionee is aware of Mitek's business affairs and financial
condition and has acquired sufficient information about Mitek to reach an
Informed and knowledgeable decision to acquire the Options. Optionee is
acquiring the options and the shares subject thereto for investment for
Optionee's own account and not with the view to, or for resale in connection
with, any "distribution" thereof within the meaning of the Act.
(b) Each Optionee (i) has substantial investment experience; (ii)
has such knowledge and experience in financial and business matters that makes
optionee capable of evaluating the merits and risks of the investment
contemplated hereby; (iii) is financially capable of undertaking the risks
inherent in the proposed acquisition of the options and the purchase of the
Shares; (iv) qualifies as an "accredited investor" as defined under Regulation D
of the Act.
(c) Optionee understands that the Shares must be hold indefinitely
unless subsequently registered under the Act and registered or qualified under
applicable state securities laws or unless an exemption from such registration
and qualification is applicable to any subsequent transfer. Optionees will not
sell or transfer the Shares without registration under the Act and registration
or qualification under applicable state securities laws, unless exempt
therefrom, Optionee understand that Mitek has no present plans for registration
or for qualification of the Shares and that Mitek has no Obligation to register
or to qualify the Shares for any future sale or transfer by Optionees.
(d) Optionee is aware of the terms of Rule 144 adopted by the
Securities and Exchange commission under the Act, relating to the conditions
under which "restricted securities" (which term may include the Shares) May be
transferred without registration under the Act. optioned understands that any
future sale or transfer of the Shares may require compliance with Rule 144.
(e) Notwithstanding the foregoing, optionee understands that
certain shares of Mitek have been registered under the Act and are publicly
traded on NASDAQ.
3
6. Covenant by Optionor; Stock Legend. Optionor hereby covenants and
agrees that from and after the date hereof, he shall retain full and
unrestricted ownership of such number of shares of common stock of Mitek so as
to comply in full with the terms and conditions of this Agreement. In addition,
until the first anniversary of this Agreement, optionor shall not sell,
hypothecate, or otherwise transfer or agree to transfer any shares of Mitek
without the prior written consent of Optionees.
Within five business days of the date hereof, Optionor shall deliver
stock certificates that evidence the shares to Mitek's legal counsel, and such
certificates shall be endorsed with the following legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS AND A PURCHASE OPTION IN FAVOR OF CERTAIN PARTIES TO A STOCK OPTION
AGREEMENT DATED OCTOBER 13, 1997, A COPY OF WHICH IS IN THE POSSESSION OF THE
HOLDER OF THIS CERTIFICATE AND IS ON FILE AT THE HEADQUARTERS OF THE COMPANY.
7. Consulting Services. Robert S. Colman ("Colman") shall provide to
Optionor up to 10 hours of advice regarding the financing of and capital raising
for Mitek, the organization and structure of Mitek, and such other business and
similar financial matters that concern or relate to optionor's equity position
in Mitek. Except for the Options granted herein or as may be agreed to by the
parties in writing, Colman shall not be entitled to any compensation or fees for
such consulting services. If the services have not been provided within three
months of the date of this Agreement, the obligation to provide such consulting
services may be terminable for any or no reason upon thirty (30) days written
notice by either party.
8. Adjustment for Stock Split. All references to the number of shares
and the purchase price of the shares subject to the Options shall be
appropriately adjusted to reflect any stock split, stock dividend or other
change in the Shares which may be made by Mitek after the date of this
Agreement.
9. General Provisions.
(a) This Agreement shall be governed by the laws of the State of
California. This Agreement represents the entire Agreement between the parties
with respect to the grant of the Options by Optionor and may only be modified or
amended in a writing signed by all parties hereto.
(b) This Agreement will inure to the benefit of and be binding
upon and enforceable against the parties and their successors, assigns, and
transferees including the administrators, executors, representatives, heirs,
legatees and pledgees holding the shares as collateral. Any transfer by
optionees is subject to the prior approval of all optionees.
4
(c) No waiver by any party hereto of any condition or of any
breach of any provision of this Agreement shall be effective unless in writing
and signed by each party hereto.
(d) Any dispute or claim in law or equity arising out of this
Agreement or any transaction resulting from this Agreement shall be decided by
neutral binding arbitration in accordance with the rules of the American
Arbitration Association, and not by court action except as provided by
California law for judicial review of arbitration proceedings. Judgment upon the
award rendered by the arbitrators may be entered in any court having
jurisdiction thereof. The parties shall have the right to discovery in
accordance with Code of Civil Procedure Section 1283.05 in connection with any
arbitration proceeding held hereunder. The filing of a judicial action for an
order of attachment, an injunction, or other provisional remedies, shall not
constitute a waiver of the right to arbitrate under this provision.
(e) If any legal action or any arbitration or other proceeding is
brought for the enforcement or interpretation of this Agreement or because of an
alleged dispute, breach, default or misrepresentation in connection with any of
the provisions of this Agreement, the successful or prevailing party or parties
shall be entitled to recover reasonable attorney's fees and other costs incurred
in any such action or proceeding, in addition to any other relief to which it or
they may be entitled.
(f) This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, and all of which together shall
constitute one instrument.
(g) All notices and other communications provided for in this
Agreement shall be in writing and shall be deemed delivered on the date of
personal delivery, or the next business day if sent by recognized overnight
courier, or on the third business day after the postmark when sent by United
States Certified Mail, Return Receipt Requested, addressed as follows:
Optionor:
John M. Thornton
10070 Carroll Canyon
San Diego, California 92131
Optionees:
Robert S. Colman
One Maritime Plaza, Suite 2535
San Francisco, California 94111
or to such other address or to the attention of such other person as the
recipient person has previously furnished to the other party in writing in
accordance with this subsection.
5
(h) Whenever possible, each provision of the Agreement will be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule, such invalidity,
illegality or unenforceability will not affect any other provision or any other
jurisdiction, but this Agreement will be reformed, construed and enforced in
such jurisdiction as if such invalid, illegal or unenforceable provision had
never been contained herein.
The parties have executed this Agreement and it shall be effective
as of the date and year first above written.
OPTIONOR: OPTIONEES:
The John M. and Sally B. Thornton Family Robert S. Colman, Trust
Trust
By: /s/ John M. Thornton By: /s/ Robert S. Colman
---------------------------------- ---------------------------------
John M. Thornton, Trustee Robert S. Colman, Trustee
(Continued on next page)
6
/s/ James H. Dahl
-----------------------------------
James H. Dahl
/s/ James S. Schmitt
-----------------------------------
James S. Schmitt
/s/ Edmund R. Miller
-----------------------------------
Edmund R. Miller
/s/ James M. Julian
-----------------------------------
James M. Julian
/s/ James Milne Neighbors
-----------------------------------
James Milne Neighbors
[End of Signature Pages]
7
Exhibit A
Schedule of Optionees
Optionee Percentage Interest
Robert S. Colman Trust..............................................25%
James H. Dahl.......................................................25%
James S. Schmitt....................................................25%
Edmund R. Miller....................................................15%
James M. Julian......................................................5%
James Milne Neighbors................................................5%