As filed with the Securities and Exchange Commission on January 27, 1999 Registration No. 333-23707 - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------ MITEK SYSTEMS, INC. (Exact name of Registrant as specified in its charter) 10070 CARROLL CANYON ROAD SAN DIEGO, CALIFORNIA 92131 (Address of principal executive offices) DELAWARE 87-0418827 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) AMENDED AND RESTATED 1996 STOCK OPTION PLAN (Full title of the plan) ------------------ MITEK SYSTEMS, INC. 10070 CARROLL CANYON ROAD SAN DIEGO, CALIFORNIA 92131 (619) 635-5900 (Name, address, and telephone number, including area code, of agent for service) ------------------ (1) Estimated solely for purposes of determining the registration fee pursuant to Rule 457(h) based on the average of the high and low prices of the Common Stock of Mitek Systems, Inc. as reported on January 25, 1999 on the NASDAQ SmallCap Market.
CALCULATION OF REGISTRATION FEE - ---------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------- Proposed Proposed Maximum Maximum Title of Amount Offering Aggregate Amount of Securities to be Price Per Offering Registration to be Registered Registered Share(1) Price(1) Fee - ---------------------------------------------------------------------------------- Common Stock, $.001 par value 1,372,547 shares $1.25 $1,715,684 $477 - ---------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------- PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Mitek Systems, Inc., a Delaware corporation ("Registrant"), hereby files this Post-Effective Amendment No. 1 to its Registration Statement on Form S-8 (Registration No. 333-23707 which is incorporated herein by reference) ("Registration Statement") for the purposes of registering an additional 1,372,547 shares of the Registrant's common stock, par value $.001 per share ("Common Stock") issuable to employees of the Registrant under the Mitek Systems, Inc. Amended and Restated 1996 Stock Option Plan (the "Plan"). For purposes of this Registration Statement, any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other, subsequently filed document that also is or is deemed to be incorporated herein by reference modifies or supersedes such statement in such document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. 2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on January 26, 1999. MITEK SYSTEMS, INC. By: /s/ JOHN M. THORNTON ------------------------------------------ John M. Thornton, Chief Executive Officer POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints JOHN M. THORNTON his true and lawful attorneys-in-fact and agents, each acting alone, with full powers of substitution and resubstitution, for him and in his name, place and stead, at any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, with full powers and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, each acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the date indicated. Signature Title Date - --------- ----- ---- /s/ JAMES D. DEBELLO Director January 26, 1999 - ------------------------ James B. DeBello /s/ GERALD I. FARMER Director January 26, 1999 - ------------------------ Gerald I. Farmer /s/ DANIEL E. STEIMLE Director January 26, 1999 - ------------------------ Daniel E. Steimle /s/ JOHN M. THORNTON Chairman of the Board, Chief January 26, 1999 - ------------------------ Executive Officer and Director John M. Thornton /s/ SALLY B. THORNTON - ------------------------ Sally B. Thornton Director January 26, 1999 3
January 27, 1999 Mitek Systems, Inc. 10070 Carroll Canyon Road San Diego, CA 92131 Re: Post Effective Amendment No. 1 to Registration Statement on Form S-8 for an additional 1,372,547 Shares of Common Stock, $.001 Par Value Per Share Ladies and Gentlemen: We have acted as your counsel in the preparation of Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission to register an additional 1,372,547 shares of common stock, $.001 par value per share (the "Common Stock"), of Mitek Systems, Inc., a Delaware corporation (the "Company"), to be issued pursuant to the Company's Amended and Restated 1996 Stock Option Plan (the "Plan"). For purposes of rendering this opinion, we have made such legal and factual examinations as we have deemed necessary under the circumstances and, as part of such examination, we have examined, among other things, originals and copies, certified or otherwise, identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary or appropriate. For the purposes of such examination, we have assumed the genuineness of all signatures on original documents and the conformity to original documents of all copies submitted to us. On the basis of and in reliance upon the foregoing examination and assumptions, we are of the opinion that assuming the Registration Statement shall have become effective pursuant to the provisions of the Securities Act of 1933, as amended, the shares of Common Stock being offered under the Plan, when issued in accordance with the Registration Statement and the provisions of the Plan, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, LUCE, FORWARD, HAMILTON & SCRIPPS LLP
INDEPENDENT AUDITOR'S CONSENT We consent to the incorporation by reference in this Post-Effective Amendment No. 1 to Registration Statement No. 333-23707 of Mitek Systems, Inc. on Form S-8 of our report dated November 6, 1998, appearing in the Annual Report on Form 10-K of Mitek Systems, Inc. for the year ended September 30, 1998. DELOITTE & TOUCHE LLP San Diego, California January 27, 1999