SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
Amendment No.1
(Mark One)
|X| Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended September 30, 2003
or
|_| Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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 St., Suite B, Poway, CA 92064
(Address of principal executive offices) (Zip Code)
(858) 513-4600 Registrant's
telephone number, including area code
None
Securities registered pursuant to Section 12(b) of the Act
Common Stock, par value $.001 per share
Securities registered pursuant to Section 12(g) of the Act
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No |_|
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act) Yes |_| No |X|.
The aggregate market value of voting stock held by non-affiliates of the
registrant was $8,632,803 as of March 31, 2003 (computed by reference to the
last sale price of a share of the registrant's Common Stock on that date as
reported by NASDAQ).
There were 11,308,537 shares outstanding of the registrant's Common Stock
as of December 3, 2003.
Documents incorporated by reference in this report: Part II incorporates
certain information by reference from the Annual Report to Stockholders for the
year ended September 30, 2003. Part III incorporates certain information by
reference from the Proxy Statement for the 2004 Annual Meeting of Stockholders.
MITEK SYSTEMS, INC.
FORM 10-K
For The Fiscal Year Ended September 30, 2003
Part IV
Item 15 Exhibits, Financial Statement Schedules and Reports on Form 8-K..... 3
Signatures.......................................................... 5
Page 2
EXPLANATORY NOTE
On December 30, 2003, Mitek Systems, Inc. ("Mitek") filed its Annual
Report on Form 10-K for the fiscal year ended September 30, 2003 (the "2003
10-K"). Mitek hereby amends the 2003 10-K to show the original auditor's consent
as executed which was inadvertently originally filed without showing it was
executed. The auditor's consent was not reissued for this amendment. No other
amendments are or were made to the 2003 10-K.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES, AND REPORTS ON FORM 8-K
(a) (1) The following documents are included in the Company's Annual
Report to Stockholders for the year ended September 30, 2003:
Independent Auditors' Report
Balance Sheets -
As of
September 30, 2003 and 2002
Statements of Operations -
For the Years Ended
September 30, 2003, 2002, and 2001
Statements of Stockholders' Equity -
For the Years Ended
September 30, 2003, 2002, and 2001
Statements of Cash Flows -
For the Years Ended
September 30, 2003, 2002, and 2001
Page 3
Notes to Financial Statements -
For the years Ended
September 30, 2003, 2002, and 2001
With the exception of the financial statements listed above and the
other information incorporated by reference herein, the Annual
Report to Stockholders for the fiscal year ended September 30, 2003,
is not to be deemed to be filed as part of this report.
(a) (2) Exhibits:
3.1 Certificate of Incorporation of Mitek Systems of Delaware Inc. (now
Mitek Systems, Inc.), a Delaware corporation, as amended (1)
3.2 Bylaws of Mitek Systems, Inc. as Amended and Restated (1)
10.1 1986 Stock Option Plan (2)
10.2 1988 Non Qualified Stock Option Plan (2)
10.3 1996 Stock Option Plan(3)
10.4 1999 Stock Option Plan (4)
10.5 401(k) Plan (2)
13. Annual Report to Stockholders for the year ended September 30,
2003 (5)
23. Independent Auditors' Consent
31.1 Certification by Chief Executive Officer Pursuant to Section
13a-14(a) of the Sarbanes-Oxley Act of 2002
31.2 Certification by Chief Financial Officer Pursuant to Section
13a-14(a) of the Sarbanes-Oxley Act of 2002
32.1 Certification by Chief Executive Officer Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
32.2 Certification by Chief Financial Officer Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
Page 4
- ----------
(1) Incorporated by reference from the exhibits to the Company' Annual Report
on Form 10-K for the fiscal year ended September 30, 1985
(2) Incorporated by reference from the exhibits to the Company's Registration
Statement on Form SB-2 originally filed with the SEC on July 9, 1996.
(3) Incorporated by reference from the exhibits to the Company's Registration
Statement on Form 10-K for the fiscal year ended September 30, 2001.
(4) Incorporated by reference to the exhibits to the Company's Registration
Statement on Form S-8 originally filed with the SEC on June 10, 1999.
(5) Incorporated by reference from the Company's Annual Report on Form 10-K
for the fiscal year ended September 30, 2003.
Upon request, the Registrant will furnish a copy of any of the listed
exhibits for $0.50 per page.
(b) The following is a list of Current Reports on Form 8-K filed by the
Company during the last quarter of the fiscal year ended September
30, 2003:
Form 8-K filed with the Securities and Exchange Commission on July 23,
2003, under Item 7 and Item 9 announced Mitek Systems, Inc's preliminary
financial results for the third fiscal quarter ended June 30, 2003.
Form 8-K filed with the Securities and Exchange Commission on July 29,
2003, under Item 7 and Item 9 announced Mitek Systems, Inc.'s financial results
for the third fiscal quarter ended June 30, 2003.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Dated: February 3, 2005 MITEK SYSTEMS, INC.
By: /s/ James B. DeBello
-------------------------------------
James B. DeBello,
President, Chief Executive Officer
Page 5
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement Nos.
33-3888, 333-23707, 333-80567, 333-58032 and 333-106843 of Mitek Systems, Inc.
on Form S-8 of our report dated December 29, 2003, appearing in this Annual
Report on Form 10-K of Mitek Systems, Inc. for the year ended September 30,
2003.
/s/ Deloitte & Touche LLP
San Diego, California
December 29, 2003
Page 6
Exhibit 31.1
CERTIFICATION OF
CHIEF EXECUTIVE OFFICER
I, James B. DeBello, certify that:
1. I have reviewed this annual report on Form 10-K of Mitek Systems, Inc.;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
Dated: February 3, 2005 By: /s/ James B. DeBello
-------------------------------------
James B. DeBello
Chief Executive Officer
Page 7
Exhibit 31.2
CERTIFICATION OF
CHIEF FINANCIAL OFFICER
I, John M. Thornton, certify that:
1. I have reviewed this annual report on Form 10-K of Mitek Systems, Inc.;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
Dated: February 3, 2005 By: /s/ John M. Thornton
-------------------------------------
John M. Thornton
Chief Financial Officer
Page 8
Exhibit 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, James B. DeBello, Chief Executive Officer of Mitek Systems, Inc. (the
"Registrant"), do hereby certify pursuant to Rule 13a-14(b) of the Securities
and Exchange Act of 1934, as amended, and Section 1350 of Chapter 63 of Title 18
of the United States Code that:
(1) the Registrant's Annual Report on Form 10-K of the Registrant
for the year ended September 30, 2003 (the "Report"), to which this statement is
filed as an exhibit, fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended; and
(2) the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Registrant.
Dated: February 3, 2005 By: /s/ James B. DeBello
-------------------------------------
James B. DeBello
Chief Executive Officer
Page 9
Exhibit 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, John M. Thornton, Chief Financial Officer of Mitek Systems, Inc. (the
"Registrant"), do hereby certify pursuant to Rule 13a-14(b) of the Securities
and Exchange Act of 1934, as amended, and Section 1350 of Chapter 63 of Title 18
of the United States Code that:
(1) the Registrant's Annual Report on Form 10-K of the Registrant
for the year ended September 30, 2003 (the "Report"), to which this statement is
filed as an exhibit, fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended; and
(2) the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Registrant.
Dated: February 3, 2005 By: /s/ John M. Thornton
-------------------------------------
John M. Thornton
Chief Financial Officer
Page 10