UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of
report (Date of earliest event reported) August
1, 2006
Mitek
Systems, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or
Other Jurisdiction of Incorporation)
|
|
|
|
0-15235
(Commission File Number) |
87-0418827
(IRS Employer Identification No.) |
|
8911
Balboa Ave, Suite B, San Diego, California
|
92123
|
|
(Address of Principal Executive Offices) |
(Zip Code) |
|
(858)
503-7810
(Registrant’s Telephone Number, Including Area Code) |
|
|
(Former Name or Former Address, if Changed Since Last Report) |
|
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see
General
Instruction A.2. below):
x Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
x Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
1
of 3
Item
8.01 Other
Events.
Asset
Purchase Agreement with Parascript, LLC
As
previously announced, Mitek Systems, Inc., a Delaware corporation (“Mitek”)
entered into a definitive Asset Purchase Agreement dated July 13, 2006 (the
“Agreement”) with Parascript LLC., a Wyoming limited liability company
(“Parascript”), pursuant to which Mitek will acquire substantially all of the
assets and liabilities of Parascript (the “Transaction”). It was also announced
that funding for the Transaction was to be provided by a combination of $35
million in subordinated convertible notes and $55 million in senior debt from
Plainfield Asset Management, LLC (“Plainfield”).
Currently,
Mitek and Parascript are in discussion regarding a potential modification of
the
Transaction structure as a result of certain tax issues affecting Parascript.
Mitek and Parascript are discussing an alternate deal structure that would
result in substantially identical economic results for Mitek and Parascript
as
those contemplated by the Agreement. If Mitek and Parascript agree to modify
the
structure of the Transaction, such modification will require amendments and
modifications to the Transaction documents, including the Agreement and the
funding agreements with Plainfield.
Additional
Information
In
connection with the Transaction (whether or not modified), a Registration
Statement is intended to be filed which will include a related joint proxy
statement/prospectus. Mitek stockholders are urged to read the joint proxy
statement/prospectus regarding the proposed transaction when it becomes
available, because it will contain important information. Mitek stockholders
will be able to obtain a free copy of the proxy statement/prospectus (when
available), as well as other filings containing information about Mitek, without
charge, at the SEC’s internet site (http://www.sec.gov). In addition, investors
and security holders may obtain free copies of the documents filed with the
SEC
by Mitek by directing a request to Mitek Systems, Inc., 8911
Balboa Ave, Suite B, San Diego, California,
92123.
The respective directors and executive officers of Mitek and other persons
may
be deemed to be participants in the solicitation of proxies in respect of the
proposed Transaction. Information regarding Mitek’s directors and executive
officers is available in its Form 10-KSB for the year ended September 30, 2005,
filed with the SEC. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained in the proxy
statement/prospectus and other relevant materials to be filed with the SEC
when
they become available.
2
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| MITEK SYSTEMS, INC. | ||
| |
|
|
| Date: August 1, 2006 | By: | /s/ Tesfaye Hailemichael |
|
Tesfaye Hailemichael |
||
| Chief Financial Officer | ||
3