UNITED STATES
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 (Date of earliest event reported): December 13, 2016
MITEK SYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-35231 | 87-0418827 | ||
| (State or other jurisdiction of incorporation) |
Commission file number |
(I.R.S. Employer identification number) |
600 B Street, Suite 100, San Diego, California 92101
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (619) 269-6800
N/A
(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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective December 13, 2016, Kenneth D. Denman was appointed to the Board of Directors of Mitek Systems, Inc. (the “Board”). In connection with his appointment to the Board, Mr. Denman was granted an option to purchase 40,000 shares of Mitek Systems, Inc. (the “Company”) and 15,385 restricted stock units, each of which will vest on the one year anniversary of the date of grant. As a non-employee director, Mr. Denman will be entitled to receive the Company’s standard fees for his service as a member of the Board.
The Company intends to enter into its standard form of indemnification agreement with Mr. Denman, a copy of which was filed as Exhibit 10.21 to the Company’s Form 10-K filed with the Securities Exchange Commission on December 5, 2014 and is incorporated herein by reference.
On December 13, 2016, the Company issued a press release announcing the appointment of Mr. Denman as a member of the Board, a copy of which is attached as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 99.1 | Press Release issued on December 13, 2016. |
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. | ||
| By: | /s/ Russell C. Clark | |
| Russell C. Clark | ||
| Chief Financial Officer | ||
Date: December 13, 2016
Exhibit 99.1
Mitek Names Mobile Technology Executive Ken Denman to Board of Directors
SAN DIEGO, CA and London, UK, Dec. 13, 2016 – Mitek (NASDAQ: MITK, www.miteksystems.com), a global leader in mobile capture and ID verification software solutions, today announced the appointment of Ken Denman to its board of directors effective December 13, 2016.
“Mitek is creating tools for the digital transformation of global financial services and commerce that leverage machine learning,” said James DeBello, Chairman and CEO, Mitek. “We believe Ken’s experience driving innovation in the field of facial analytics and his passion for mobile will be a valuable asset to our Board.”
Denman was previously the President and Chief Executive Officer of Emotient, Inc., a cloud based machine/deep learning company that developed facial expression analysis software and was acquired by Apple in January 2016. He also held CEO positions at Openwave Systems, Inc. and iPass, Inc. As an ex-pat he was Chief Operating Officer – Wireless, for MediaOne International, based in London. Within each of these companies he has led innovative strategies to open new markets for growth.
Denman holds a Bachelor of Science in accounting from Central Washington University and a Master of Business Administration in finance and international business from the University of Washington, where he also recently sat as the Edward V. Fritzky Endowed Visiting Chair in Leadership. He currently serves on the board of ShoreTel, Inc. and previously served on the boards of Openwave Systems, Inc., the Cellular Telecommunications Industry Association and Brightmail, Inc.
About Mitek
Mitek (NASDAQ: MITK) is a global leader in mobile capture and identity verification software solutions. Mitek’s ID document verification allows an enterprise to verify a user’s identity during a mobile transaction, enabling financial institutions, payments companies and other businesses operating in highly regulated markets to transact business safely while increasing revenue from the mobile channel. Mitek also reduces the friction in the mobile users’ experience with advanced data prefill. These innovative mobile solutions are embedded into the apps of more than 5,400 organizations and used by more than 70 million consumers for mobile check deposit, new account opening, insurance quoting, and more. For more information, visit www.miteksystems.com. (MITK-F)
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Read Mitek’s latest blog post: http://www.miteksystems.com/blog
Mitek Contact:
Ann Reichert
Senior Director of Marketing
pr@miteksystems.com
Katherine Verducci
MIX Public Relations
pr@mix-pr.com
Mitek Investor Contacts:
Todd Kehrli or Jim Byers
MKR Group, Inc.
mitk@mkr-group.com