View:
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: MAY 21, 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 May 21, 2004, Mitek Systems, Inc. issued a press release stating that
it had received receipt of a notification from Nasdaq that following a hearing
before a Nasdaq Listing Qualifications Panel on April 22, 2004, the common stock
of Mitek will be delisted from the Nasdaq SmallCap Market effective with the
open of business on Monday, May 24, 2004. The Nasdaq notice stated that the
Panel's determination was based on Mitek's failure to satisfy the $2.5 million
shareholders' equity requirement as of December 31, 2003.
As a result of the delisting, Mitek's securities will be immediately
eligible for quotation on the OTC Bulletin Board effective with the open of
business on Monday, May 24, 2004. The OTC Bulletin Board symbol assigned to
Mitek is MITK. Shareholders will be able to obtain quotes for Mitek's common
stock at www.OTCBB.com or through their broker.
Investments in securities traded on 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.
Although Mitek plans to appeal the decision made by the Nasdaq Listing
Qualifications Panel, the company's common stock will trade on the OTC Bulletin
Board pending the outcome of the appeal. No assurance can be made that the
appeal will be successful.
ITEM 7(c). EXHIBITS
99.1 Press release dated May 21, 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: May 21, 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 MAY 21, 2004.
Exhibit 99.1
Mitek Systems Common Stock to Trade on OTC Bulletin Board
POWAY, Calif., May 21 /PRNewswire-FirstCall/ -- Mitek Systems, Inc.
(Nasdaq: MITK) today announced receipt of a notification from Nasdaq that
following a hearing before a Nasdaq Listing Qualifications Panel on April 22,
2004, the common stock of Mitek will be delisted from the Nasdaq SmallCap
Market effective with the open of business on Monday, May 24, 2004. The
Nasdaq notice stated that the Panel's determination was based on Mitek's
failure to satisfy the $2.5 million shareholders' equity requirement as of
December 31, 2003.
Nasdaq informed Mitek that its securities will be immediately eligible for
quotation on the OTC Bulletin Board effective with the open of business on
Monday, May 24, 2004. The OTC Bulletin Board symbol assigned to Mitek is
MITK. No application is required to be filed for inclusion on the OTC
Bulletin Board, provided a market maker enters a quote on the first day of
eligibility. Nasdaq has included the delisting announcement on the "Daily
List" which is available on www.OTCBB.com and to subscribers of
www.Nasdaqtrader.com. Shareholders will be able to obtain quotes for Mitek's
common stock at www.OTCBB.com or through their broker.
Although Mitek plans to appeal the decision made by the Nasdaq Listing
Qualifications Panel, the company's common stock will trade on the OTC
Bulletin Board pending the outcome of the appeal. No assurance can be made
that the appeal will be successful.
"While we are disappointed with the outcome of the hearing, we believe
Nasdaq's decision has no bearing on our ability to move forward with our
business plan," said James DeBello, President and Chief Executive Officer of
Mitek Systems, Inc. "Our recent non-binding letter of intent with the Laurus
Funds, as mentioned in the May 18, 2004 press release, should help provide us
with the access to capital we need to expand various sales and marketing
initiatives at the Company. We remain upbeat about our future as we continue
to develop new, value added products for our customers."
About Mitek Systems
Mitek Systems is a premier provider of imaging, item processing, and check
fraud protection solutions 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 us at 14145 Danielson
Street, Suite B, Poway, CA 92064; 858-513-4600 or visit our Web site at
www.miteksystems.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 delisting of the Company's stock from Nasdaq,
closing of the Company's transaction with Laurus Funds, development and pace
of sales of the Company's products, expected trends and growth in the
Company's results of operations, projections concerning the Company's
available cash flow and liquidity, anticipated penetration in new and existing
markets for the Company's products and the size of such markets, anticipated
acceptance of the Company's products by existing and new customers, the
ability of the Company to achieve or sustain any growth in sales and revenue
and the increase in sales representatives and other personnel. 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.
For further information, please contact: James B. DeBello, President and
CEO of Mitek Systems, Inc., +1-858-513-4600; or General Information, Laurie
Berman of Financial Relations Board, +1-310-407-6546, for Mitek Systems, Inc.
SOURCE Mitek Systems, Inc.
-0- 05/21/2004
/CONTACT: James B. DeBello, President and CEO of Mitek Systems, Inc.,
+1-858-513-4600; or General Information, Laurie Berman of Financial Relations
Board, +1-310-407-6546, for Mitek Systems, Inc./
/Web site: http://www.miteksys.com /
(MITK)
CO: Mitek Systems, Inc.
ST: California
IN: CPR STW FIN
SU: