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)
|
December 1, 2005
|
|
Mitek
Systems, Inc.
|
|
(Exact
Name of Registrant as Specified in Its
Charter)
|
|
Delaware
|
|
(State
or Other Jurisdiction of
Incorporation)
|
|
0-15235
|
87-0418827
|
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
14145
Danielson Street, Suite B, Poway, CA
|
92064
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
|
(858)
513-4600
|
|
(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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o 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
3.02
Unregistered
Sales of Equity Securities.
On
December 1 2005, we issued 714,286 shares of our common stock at the conversion
price of $.70 per share to Laurus Master Fund, Ltd. (“Laurus”) in connection
with the payment of $500,000 of the principal related to a convertible term
note
of $3,000,000, issued to Laurus in June 2004.
This
conversion was made pursuant to Section 4(2) of the Securities Act of 1933,
as
amended, as Laurus is a sophisticated investor who had access to information
about Mitek.
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: December 5, 2005 | By: | /s/ Tesfaye Hailemichael |
|
Tesfaye Hailemichael |
||
| Chief Financial Officer | ||
3