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) November
8, 2006
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.)
|
|||
|
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))
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of
3
Item
8.01 Other
Events.
On
November 8, 2006, the Company announced that on November 8, 2006, the Company
filed a registration statement with the Securities and Exchange Commission
in
connection with the Company's proposed merger with Parascript LLC. A copy of
the
press release announcing the filing of the registration statement is attached
hereto as Exhibit 99.1.
Item
9.01 Financial
Statements and Exhibits.
(c) Exhibits
Exhibit
99.1 Press
Release dated November 8, 2006.
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of 3
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: November 13, 2006 | By: | /s/ Tesfaye Hailemichael |
|
Tesfaye Hailemichael |
||
| Chief Financial Officer | ||
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of
3
FOR
IMMEDIATE RELEASE
MITEK
SYSTEMS FILES MERGER-RELATED REGISTRATION STATEMENT
WITH
SECURITIES & EXCHANGE COMMISSION
SAN
DIEGO, CA, November 8, 2006 - Mitek Systems, Inc. (OTC Bulletin Board: MITK.OB)
announced that it filed today with the Securities and Exchange Commission a
Registration Statement on Form S-4 containing a preliminary Proxy
Statement/Prospectus and other materials relating to the Company’s proposed
merger with Parascript, LLC, of Boulder, Colorado, and Mitek common stock to
be
issued in connection with the transaction.
The
transaction is subject to approval by Shareholders at a Special Meeting, which
is expected to be held in the first quarter of 2007. Mitek plans to mail to
security holders a Proxy Statement/Prospectus relating to the proposed
transaction. INVESTORS
AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY
STATEMENT/PROSPECTUS WHEN THEY ARE AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE TRANSACTION AND RELATED MATTERS.
A
combination of the two Companies is expected to create the largest Image
Analytics software provider with a broad product portfolio of Intelligent
Recognition software and identity validation solutions. Image Analytics
technology is utilized in mail automation, check and remittance processing,
check fraud prevention and identity theft detection. The new Company will seek
to pursue market opportunities for growth by delivering next generation Imaging
Analytics solutions to its existing markets, government, life sciences and
other
industries.
Not
a Proxy Statement
This
press release is not a proxy statement or a solicitation of proxies from the
holders of common stock of Mitek or Parascript and does not constitute an offer
of any securities of Mitek for sale. Any solicitation of proxies will be made
only by the joint proxy statement/prospectus of Mitek and Parascript that will
be mailed to all security holders promptly after it is declared effective by
the
Securities and Exchange Commission.
In
connection with the proposed merger, Mitek filed on November 8, 2006, a proxy
statement/prospectus on Form S-4 that contains important information about
the
proposed merger. These materials are not yet final and will be amended.
Investors and security holders of Mitek and Parascript are urged to read the
proxy statement/prospectus filed by Mitek, and any other relevant materials
filed by Mitek, because they contain, or will contain, important information
about Mitek, Parascript and the proposed merger. Investors and security holders
will be able to obtain free copies of the preliminary materials filed on
November 8, 2006, the definitive versions of those materials and other relevant
materials (when they become available) and any other documents filed by Mitek
with the SEC through the web site maintained by the SEC at www.sec.gov. In
addition, investors and security holders will be able to obtain free copies
of
these documents when they become available from Mitek by contacting Investor
Relations at http://www.miteksystems.com, by mail to 8911 Balboa Avenue, Suite
B, San Diego, California 92123 or by telephone at 858-503-7810.
Page
1 of 3
About
Mitek
Mitek
Systems develops and markets Image Analytics used by financial institutions
to
detect fraud and improve customer service. Mitek is the exclusive technology
provider to the John H. Harland Company for its fraud-safe ValidifyTM
check
product. The Company also develops and markets a comprehensive suite of
intelligent character recognition software used to test, clean, read and
authenticate imaged checks and documents. Sold primarily through partners,
the
Company's software is used in the processing of over 8 billion transactions
per
year. For more information about Mitek Systems, contact the Company at 8911
Balboa Avenue, San Diego, California 92123; 858-503-7810 or visit
http://www.miteksystems.com.
About
Parascript
Parascript
Intelligent Recognition engines capture, interpret and transform paper-based
data into actionable information. Uncovering the hidden meaning of information,
we help commercial and government organizations drive higher accuracy and
productivity while automating costly data entry. Parascript has grown to be
the
Intelligent Recognition solution for the U.S. Postal Service and other Global
2000 organizations. Parascript is online at
http://www.parascript.com.
FORWARD
LOOKING STATEMENTS
This
press release contains statements regarding the proposed transaction between
Parascript and Mitek, the expected timetable for completing the transaction,
future financial and operating results, benefits and synergies of the proposed
transaction and other statements about Parascript and Mitek 's managements'
future expectations, beliefs, goals, plans or prospects that are based on
current expectations, estimates, forecasts and projections about Parascript
and
Mitek and the combined Company, as well as Parascript's and Mitek’s and the
combined Company's future performance and the industries in which Parascript
and
Mitek operate and the combined Company will operate, in addition to managements'
assumptions. These statements constitute forward-looking statements within
the
meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words
such
as “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,
“believes,” “seeks,” “estimates,” variations of such words and similar
expressions are intended to identify such forward-looking statements which
are
not statements of historical facts. These forward-looking statements are not
guarantees of future performance and involve certain risks, uncertainties and
assumptions that are difficult to assess. Therefore, actual outcomes and results
may differ materially from what is expressed or forecasted in such
forward-looking statements. These risks and uncertainties are based upon a
number of important factors including, among others: the ability to consummate
the proposed transaction; difficulties and delays in obtaining regulatory
approvals for the proposed transaction; difficulties and delays in achieving
synergies and cost savings; potential difficulties in meeting conditions set
forth in the definitive purchase agreement entered into by Parascript and Mitek;
fluctuations in the mail, commercial shipping, banking and financial services
market; the pricing, cost and other risks inherent in long-term sales
agreements; exposure to the credit risk of customers; reliance on a limited
number of scientists and engineers that design the products we sell; the social,
political and economic risks of our respective global operations; the complexity
of products sold; changes to existing regulations or technical standards;
existing and future litigation; difficulties and costs in protecting
intellectual property rights and exposure to infringement claims by others;
and
compliance with environmental, health and safety laws. For a more complete
list
and description of such risks and uncertainties, refer to Mitek's Form 10-K
for
the year ended September 30, 2005 as well as other filings by Mitek with the
US
Securities and Exchange Commission. Except as required under the US federal
securities laws and the rules and regulations of the US Securities and Exchange
Commission, Parascript and Mitek disclaim
any intention or obligation to update any forward-looking statements after
the
distribution of this press release, whether as a result of new information,
future events, developments, changes in assumptions or
otherwise.
Page
2 of 3
Contacts:
Tesfaye
Hailemichael, CFO
Mitek
Systems, Inc.
858-503-7810
ext 327
or
Steven
S.
Anreder
Anreder
and Company
212-532-3232
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of 3