SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: APRIL 5, 2004
Commission File Number: 0-15235
MITEK SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 87-0418827
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
14145 DANIELSON STREET, SUITE B
POWAY, CA 92064
(Address of principal executive offices)
(858) 513-4600
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
On April 5, 2004, Mitek Systems, Inc. issued a press release stating that
a date has been set for a hearing with Nasdaq to review issues that relate to
the Company's non-compliance with Nasdaq's minimum stockholders' equity
requirements. The hearing, which will be conducted before a Nasdaq Listing
Qualifications Panel, has been scheduled for April 22, 2004. As a result of the
scheduled hearing, the automatic delisting of the Company's common stock from
Nasdaq -- required under current exchange rules -- has been stayed pending the
outcome of the hearing.
If the Company's common stock were delisted from the Nasdaq, trading would
thereafter likely be reported on the "pink sheets" or the OTC Bulletin Board.
Investments in securities traded on the pink sheets or the OTC Bulletin Board
are generally considered to be subject to more risk than comparable investments
in securities traded on one of the major national securities exchanges, such as
the Nasdaq or the New York Stock Exchange.
In the event of delisting from the Nasdaq, the Company's common stock may
be classified as a "penny stock" by the SEC and would become subject to rules
adopted by the SEC regulating broker-dealer practices in connection with
transactions in "penny stocks." Broker-dealers recommending a penny stock must,
among other things, document the suitability of the investment for the specific
customer, obtain a written agreement of the customer to purchase the penny
stock, identify such broker-dealer's role, if any, as a market maker in the
particular stock, and
provide information with respect to market prices of the common stock and the
amount of compensation that the broker-dealer will earn in the proposed
transaction. These disclosure requirements may have the effect of reducing the
level of trading activity in the market for the Company's common stock. If the
Company's common stock becomes subject to the penny stock rules, many
broker-dealers may be unwilling to engage in transactions in the Company's
securities because of the added disclosure requirements, thereby making it more
difficult for holders of the Company's common stock to dispose of their shares.
The ownership of penny stock is generally considered to subject the owner to
greater risks than the ownership of common stock as a whole due, among other
things, to the smaller trading volume in such stocks and to the substantial
impact upon the stock's overall value which results from small stock price
variations.
ITEM 7(c). EXHIBITS
99.1 Press release dated April 5, 2004.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MITEK SYSTEMS, INC.
Date: April 5, 2004 By: /s/ John M. Thornton
-------------------------------------
John M. Thornton
Chairman of the Board of Directors and
Chief Financial Officer
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
99.1 PRESS RELEASE DATED APRIL 5, 2004.
Exhibit 99.1
Mitek Systems' Delisting From Nasdaq Delayed,
Pending Outcome of April 22, 2004 Hearing
POWAY, Calif., April 5 /PRNewswire-FirstCall/ -- Mitek Systems, Inc.
(Nasdaq: MITK), today announced that a date has been set for a hearing with
Nasdaq to review issues that relate to the Company's non-compliance with
Nasdaq's minimum stockholders' equity requirements. The hearing, which will
be conducted before a Nasdaq Listing Qualifications Panel, has been scheduled
for April 22, 2004. As a result of the scheduled hearing, the automatic
delisting of the Company's common stock from Nasdaq -- required under current
exchange rules -- has been stayed pending the outcome of the hearing.
About Mitek Systems
Mitek Systems is a premier provider of check fraud protection solutions
and check imaging software for the banking industry, and an established global
supplier of embedded software recognition engines. Mitek develops recognition
technology using advanced neural networking techniques and deploys this
expertise in fraud prevention, check, financial document and forms processing
applications. These applications automatically process over 8 billion
documents per year for a variety of OEMs, reseller partners and end users.
For more information about Mitek Systems, contact the company at 14145
Danielson Street, Suite B, Poway, CA 92064; 858-513-4600 or visit
www.miteksys.com.
Forward-Looking Statement Disclosure
With the exception of historical matters, the matters discussed in this
news release are forward-looking statements that involve risks and
uncertainty. Forward-looking statements include, but are not limited to,
statements relating to the listing of the Company's stock on Nasdaq. The
Company's actual results could differ from such forward-looking statements.
There can be no assurance that the Company will achieve the results set forth
herein. Mitek and Mitek Systems are registered trademarks of Mitek Systems,
Inc. All other product or company names may be trademarks or registered
trademarks of their respective holders.
SOURCE Mitek Systems, Inc.
-0- 04/05/2004
/CONTACT: James B. DeBello, President and CEO of Mitek Systems, Inc.,
+1-858-513-4600; or general information, Laurie Berman, +1-310-407-6546, or
investors, Jocelyn Hunter, +1-415-248-3433, both of Financial Relations Board,
for Mitek Systems, Inc./
/Web site: http://www.miteksys.com /
(MITK)
CO: Mitek Systems, Inc.
ST: California
IN: CPR HTS STW FIN
SU: