UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-12
MITEK SYSTEMS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------
(5) Total fee paid:
----------------------------------------------------------------------
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------------------
(3) Filing Party:
----------------------------------------------------------------------
(4) Date Filed:
----------------------------------------------------------------------
MITEK SYSTEMS, INC.
14145 Danielson St., Suite B
Poway, California 92064
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD FEBRUARY 5, 2003
TO ALL STOCKHOLDERS OF
MITEK SYSTEMS, INC.
The Annual Meeting of Stockholders of Mitek Systems, Inc. (the "Company")
will be held at 1:00 p.m., local time, Wednesday, February 5, 2003, at the
Company's executive offices located at 14145 Danielson St., Suite B, Poway,
California 92064, for the following purposes:
1. To elect a board of six directors to hold the office during the ensuing
year and until their respective successors are elected and qualified. The
Board of Directors intends to nominate as directors the six persons
identified in the accompanying proxy statement.
2. To ratify the adoption of the Company's 2002 Stock Option Plan.
3. To ratify the appointment of Deloitte & Touche LLP as our 2003 Auditors.
4. To transact such business as may properly come before the meeting and any
adjournments thereof.
The Board of Directors has fixed the close of business on January 2, 2003
as the record date for determination of stockholders entitled to notice of and
to vote at the Annual Meeting and all adjournments thereof. A list of these
stockholders will be open to examination by any stockholder at the meeting and
for ten days prior thereto during normal business hours at our executive
offices, 14145 Danielson St., Suite B, Poway, California 92064.
Enclosed for your convenience is a form of proxy which may be used at the
Annual Meeting and which, unless otherwise marked, authorizes the holders of the
proxy to vote for the proposed slate of directors and as the proxy holder deems
appropriate on any other matter brought before the Annual Meeting.
YOU ARE INVITED TO ATTEND THE MEETING IN PERSON. EVEN IF YOU EXPECT TO
ATTEND, IT IS IMPORTANT THAT YOU SIGN, DATE AND RETURN THE ATTACHED PROXY
PROMPTLY IN THE BUSINESS REPLY ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN
THE UNITED STATES. IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE
MEETING TO ASSURE THE PRESENCE OF A QUORUM. IF YOU SIGN AND SEND IN A PROXY, YOU
MAY REVOKE IT BY EXECUTING A NEW PROXY WITH A LATER DATE, BY WRITTEN NOTICE OF
REVOCATION TO THE SECRETARY OF THE COMPANY AT ANY TIME BEFORE IT IS VOTED, OR BY
ATTENDANCE AT THE MEETING AND VOTING IN PERSON.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ John M. Thornton
John M. Thornton
Chairman of the Board
Date: January 15, 2003
MITEK SYSTEMS, INC.
14145 Danielson St., Suite B
Poway, California 92064
- --------------------------------------------------------------------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
February 5, 2003
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Mitek Systems, Inc. (the "Company") for use
at its Annual Meeting of Stockholders (the "Annual Meeting") to be held at 1:00
p.m., local time, Wednesday, February 5, 2003, at the company's executive
offices at 14145 Danielson St., Suite B, Poway, CA 92064, and at any
adjournments thereof.
As of the close of business on January 2, 2003, the record date for
determining stockholders entitled to notice of and to vote at the Annual
Meeting, we had a total of 11,138,772 shares of Common Stock issued and
outstanding.
We will pay the expenses of soliciting proxies for the Annual Meeting
including the cost of preparing, assembling and mailing the proxy materials.
Proxies may be solicited personally, by mail, by telephone, by facsimile, or by
telegram, by our regularly employed officers and employees of the Company. Our
officers and employees will not receive additional compensation for soliciting
proxies. We may request persons holding stock in their names for others, such as
brokers and nominees, to forward proxy materials to their principals and request
authority to execute the proxy. We will reimburse any such brokers and nominees
for their expenses in connection therewith.
Our 2002 Annual Report to Stockholders is included in this Proxy
Statement, but is not incorporated in, and is not part of, this Proxy Statement
and is not proxy-soliciting material. We intend to mail this Proxy Statement and
the accompanying material to stockholders of record on or about January 15,
2003. The Company's Annual Report will be provided free of charge to any
stockholder upon written request to the Company at 14145 Danielson St., Suite B,
Poway, CA 92064.
VOTING
The election of directors is decided by a plurality of the votes cast by
holders of all shares entitled to vote in the election. Accordingly, withheld
votes and broker non-votes will not affect the outcome of the election of
directors. A majority of the votes entitled to be cast thereon by holders of
shares of stock present in person or by proxy at the meeting is required to
ratify the adoption of the 2002 Stock Option Plan. If the selection of auditors
is not ratified by a majority of the votes entitled to be cast thereon by
holders of shares of stock present in person or by proxy at the meeting, the
directors will reconsider their selection. Each stockholder of record on January
2, 2003 is entitled to one vote for each share held on all matters to come
before the meeting. All proxies which are returned will be counted by the
Inspector of Elections in determining the presence of a quorum and on each issue
to be voted on. An abstention from voting or a broker non-vote will be used for
the purpose of establishing a quorum, but will not be counted in the voting
process. The shares represented by proxies that are returned properly signed
will be voted in accordance with the stockholder's directions. If the proxy card
is signed and returned without direction as to how the shares are to be voted,
the shares will be voted as recommended by the Board of Directors. A stockholder
giving a proxy may revoke it at any time before it is exercised by filing with
the Secretary of the Company an instrument revoking it or a duly executed proxy
bearing a later date, or by written notice to the Company of the death or
incapacity of the stockholder who executed the proxy.
1
The proxy will also be revoked if the person executing the proxy is present at
the Annual Meeting and elects to vote in person. Unless revoked, the proxy will
be voted as specified. The persons named as proxies were selected by the Board
of Directors.
PROPOSALS OF STOCKHOLDERS
For proposals of stockholders to be included in our proxy materials to be
distributed in connection with the 2004 annual meeting of stockholders,
anticipated to be held in February 2004, we must receive such proposals in
writing no later than September 16, 2003. The acceptance of such proposals is
subject to Securities and Exchange Commission (the "Commission") guidelines. Any
stockholder proposal submitted with respect to our 2004 annual meeting of
stockholders which is received by us after November 30, 2003 will be considered
untimely for purposes of Rule 14a-4 and Rule 14a-5 under the Securities Exchange
Act of 1934, as amended (the "Exchange Act") and the Board of Directors may vote
against such proposal using its discretionary voting authority as authorized by
proxy.
PROPOSAL NO. 1
TO ELECT SIX DIRECTORS
ELECTION OF DIRECTORS
Pursuant to our Bylaws, the Board of Directors has fixed the number of
authorized directors at six. All six directors are to be elected at the Annual
Meeting, to hold office until the next annual meeting or until their successors
are duly elected. The six nominees receiving the highest number of votes will be
elected.
Unless authorization to do so is withheld, it is intended that the persons
named in the enclosed proxy will vote for the election of the nominees proposed
by the Board of Directors, all of whom are presently directors of the Company.
If any of the nominees should become unavailable for election before the Annual
Meeting, the proxy will be voted for a substitute nominee or nominees, if any,
designated by the Board of Directors.
The following table includes the names and certain information about the
directors and executive officer of the Company. Each of the directors is also a
nominee for election to the Board of Directors. All of the nominees named below
have consented to being named herein and to serve, if elected.
Name Age Position
- ---- --- --------
John M. Thornton .................. 70 Chairman of the Board, President,
Chief Executive Officer, and Chief
Financial Officer
Gerald I. Farmer, Ph. D (2) ....... 68 Director
James B. DeBello (1)(2) ........... 44 Director
Daniel E. Steimle (1)(2) .......... 54 Director
Sally B. Thornton (1) ............. 68 Director
John G. Rebelo, Jr. (2) ........... 62 Director
(1) Compensation Committee
(2) Audit Committee
Directors
John M. Thornton - Mr. Thornton, 70, has been a director of the Company
since March 1986. He was appointed Chairman of the Board as of October 1, 1987
and has served as President, Chief Executive Officer and Chief Financial Officer
since September 1998. Previously, he served as President of the Company from May
1991 through July 1991 and Chief Executive Officer from May 1991 through
February 1992. From 1976 through 1988, Mr. Thornton served as Chairman and Vice
Chairman of the Board at Micom Systems, Inc. Mr. Thornton was Chairman and
President of Wavetek Corporation for 18 years. Mr. Thornton is also Chairman of
the Board of Thornton Winery Corporation. Mr. Thornton is the spouse of Sally B.
Thornton, a director.
2
Gerald I. Farmer, Ph.D. - Dr. Farmer, 68, has been a director of the
Company since May 1994. He was Executive Vice President of the Company from
November 1992 until June 1997. Before joining the Company, Dr. Farmer was
Executive Vice President of HNC Software, Inc. from January 1987 to November
1992. He has held senior management positions with IBM Corporation, Xerox, SAIC
and Gould Imaging and Graphics.
James B. DeBello - Mr. DeBello, 44, has been a director of the Company
since November 1994. He has been Chief Executive Officer of AsiaCorp
Communications, Inc., a wireless data infrastructure and software company, since
July 2001. He was Venture Chief Executive Officer for IdeaEdge Ventures, Inc., a
venture capital company, from June 2000 to June 2001. From May 1999 to May 2000
he was President, Chief Operating Officer and a member of the Board of Directors
of CollegeClub.com, an internet company. From November 1998 to April 1999 he was
Chief Operating Officer of WirelessKnowledge, Inc.; a joint venture company
formed between Microsoft and Qualcomm, Inc. Before that, from November 1996 to
November 1998, Mr. DeBello held positions as Vice President, Assistant General
Manager and General Manager of Qualcomm Inc.'s Eudora Internet Software
Division, and Vice President of Product Management of Qualcomm Inc.'s Subscriber
Equipment Division.
Daniel E. Steimle - Mr. Steimle, 54, has been a director of the Company
since February 1987. He was Vice President and Chief Financial Officer of LGC
Wireless, a wireless technology company, from July 2000 to September 2001. From
November 1998 to March 2000 he was Chief Financial Officer of Transmeta
Corporation, a startup technology company. From July 1997 to February 1998 he
was Vice President, Finance and Administration and Chief Financial Officer of
Hybrid Networks, Inc., a broadband access network company. From December 1993 to
July 1997, Mr. Steimle was Vice President and Chief Financial Officer of
Advanced Fibre Communications.
Sally B. Thornton - Ms. Thornton, 68, has been a director of the Company
since April 1988. She has been a private investor for more than forty years. She
served as a director of Micom Systems, Inc. from 1976 to 1988. From 1987 until
1996 she served as Chairman of Medical Materials, Inc, a composite plastics
manufacturer. Ms. Thornton is on the Board of Directors of Thornton Winery
Corporation in Temecula, CA. She has been a Trustee of the Sjorgren's Syndrome
Foundation in New York and Stephens College in Missouri. Ms. Thornton is also a
Life Trustee of the San Diego Museum of Art. Ms. Thornton is the spouse of John
M. Thornton, Chairman of the Board.
John G. Rebelo, Jr. - Mr. Rebelo, 62, has been a director of the Company
since July 2002. He was Market Chairman of U.S. Bank San Diego, from 2000 to
2001. From 1974 to 2000 he was Chairman of the Board and Chief Executive Officer
of Peninsula Bank of San Diego.
Meetings
The Board of Directors has one regularly scheduled meeting each year,
immediately after and at the same place as the Annual Meeting of Stockholders.
Additional meetings may be called as the need arises. During the 2002 fiscal
year, there were six meetings of the Board of Directors. No director attended
fewer than 75 percent of the aggregate number of meetings held by the Board of
Directors and the committees on which such director served during the 2002
fiscal year.
Committees
The Board of Directors has appointed from among its members two
committees, the Compensation Committee and the Audit Committee, to advise it on
matters of special importance to the Company.
The Compensation Committee, which acts as the Administrative Committee for
the 1986, 1988, 1996, 1999 and 2000 Stock Option Plans, during fiscal 2002 was
composed of Sally B. Thornton, Daniel E. Steimle and James B. DeBello. The
Compensation Committee reviews, analyzes and recommends compensation programs to
the Board of Directors. It also decides to which key employees of the Company
either incentive stock options or non-qualified stock options should be granted.
During fiscal 2002, the Compensation Committee held six meetings, concurrently
with Board of Directors meetings.
3
REPORT OF THE AUDIT COMMITTEE
The Audit Committee of the Board of Directors (the "Audit Committee") has
furnished the following report to stockholders of the Company in accordance with
rules adopted by the Commission.
The Audit Committee, which is appointed annually by the Board of
Directors, currently consists of four directors, Daniel E. Steimle, James B.
DeBello, Gerald I. Farmer and John G. Rebelo, Jr. Directors DeBello, Farmer and
Rebelo are independent and meet the other qualifications requirements under the
applicable rules of the NASDAQ National Market System. Director Steimle is not
considered to be an independent director under the applicable rules of the
NASDAQ National Market System due to his receipt from the Company of an
aggregate payment of $105,875, paid during the second and third fiscal quarters
of 2002 for financial consulting services unrelated to his service as a
director. Mr. Steimle remains on the Audit Committee pursuant to NASDAQ
Marketplace Rule 4352(d)(2)(B), due to the Board of Directors making a
determination that Mr. Steimle's continued participation on the Audit Committee
was required for the best interest of the Company due to his extensive finance
background and in-depth knowledge of the Company. The Audit Committee acts under
a written charter. As described in its charter, the Audit Committee meets with
the independent auditors and officers or other personnel of the Company
responsible for the Company's financial reports. The Audit Committee is
responsible for reviewing the scope of the auditors' examination of the Company
and the audited results of the examination. The Audit Committee is also
responsible for discussing with the auditors the scope, reasonableness and
adequacy of internal accounting controls. The Audit Committee is not responsible
for the planning or conduct of the audits or the determination that the
Company's financial statements are complete and accurate and in accordance with
generally accepted accounting principles. Among other matters, the Audit
Committee considers and recommends to the Board of Directors a certified public
accounting firm for selection by the Board as the Company's independent auditor.
The Audit Committee held six meetings during fiscal 2002.
In accordance with rules adopted by the Commission, the Audit Committee of
the Company states that:
o The Audit Committee has reviewed and discussed with management the
Company's audited financial statements for the fiscal year 2002.
o The Audit Committee has discussed with Deloitte & Touche LLP, the
Company's independent auditors, the matters required to be discussed by
Statement on Auditing Standards No. 61, as modified and supplemented.
o The Audit Committee has received the written disclosures and the letter
from Deloitte & Touche LLP, required by Independence Standards Board
Standard No. 1 ("Independence Discussions with Audit Committees"), as
modified and supplemented, and has discussed with Deloitte & Touche LLP,
the independent accountant's independence.
Based upon the review and discussions referred to above, the Audit Committee
recommended to the Board of Directors that the Company's audited financial
statements be included in the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 2002, for filing with the Commission.
Audit Committee
Gerald I. Farmer
James B. DeBello
John G. Rebelo, Jr.
Daniel E. Steimle
4
Director Compensation
The Company does not pay compensation for service as a director to persons
employed by the Company (John M. Thornton). Outside directors are paid $1,000
for each meeting they attend. Mr. Steimle also received aggregate payments of
$105,875 for certain consulting services rendered to the Company. See "Report of
the Audit Committee."
The Board of Directors recommends that you vote "FOR" the election of each
nominee as a director of the Company.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table shows the compensation we paid to our Chief Executive
Officer and other executive officers who served as such at the end of fiscal
2001 and received annual compensation over $100,000.
Common Stock All
Principal Annual Underlying Other
Position Year Salary($) Bonus($) Options Comp.($)
-------- ---- --------- -------- ------- --------
John M. Thornton 2002 250,000
Chairman, 2001 225,000
Chief Executive Officer, 2000 225,000
Chief Financial Officer
David Pintsov, Ph.D. 2002 160,000 50,000 20,224 (1)
Sr. Vice President 2001 150,000 10,948 (1)
2000 150,000 23,452 (1)
William Boersing 2002 160,000 75,000
V.P., N. American Sales 2001 150,000
2000 150,000
Noel Flynn 2002 160,000 50,000
V.P, Operations 2001 130,000
2000 130,000
(1) Consists solely of sales commissions.
5
Stock Options
The following table shows, as to the individuals named in the Summary
Compensation Table, information concerning stock options granted during the
fiscal year ended September 30, 2002.
Option Grants in Last Fiscal Year
Potential Realizable
Value at Assumed
Number Annual Rates of
Of Securities Stock Price
Underlying Appreciation for
Options Total Options Exercise or Option Term (2)
Granted Granted to Employees Base Price Expiration ---------------
(#)(1) in FY 2002 (%)($/Share) Date 5%($) 10%($)
------ ---------- ------------ ---- ----- ------
John M. Thornton -0- N/A N/A N/A N/A N/A
David Pintsov 50,000 9.79% $ 1.17 7/16/12 36,814 93,313
William Boersing 25.000 14.69% $ 1.87 10/21/11 29,410 74,538
50,000 $ 1.17 7/16/12 36,814 93,313
Noel Flynn 50,000 9.79% $ 1.17 7/16/12 36,814 93,313
(1) Options vest monthly over a three-year period and have terms of ten years,
subject to earlier termination on the occurrence of certain events related
to termination of employment. In addition, the full vesting of the option
is accelerated if there is a change in control of the Company.
(2) The potential realizable value at assumed annual rates of stock price
appreciation for the option term represents hypothetical gains that could
be achieved for the respective options if exercised at the end of the
option term. The 5% and 10% assumed annual rates of compounded stock price
appreciation are mandated by the rules of the Securities and Exchange
Commission and do not represent our estimate or projection of our future
common stock prices. These amounts represent assumed rates of appreciation
in the value of our common stock from the fair market value on the date of
the grant. The amounts reflected in the table may not necessarily be
achieved.
The following table shows, as to the individuals named in the Summary
Compensation Table, information concerning stock option values at the fiscal
year end September 30, 2002.
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
Number of
Securities Underlying Value of Unexercised
Unexercised Options In-the Money Options
at FY End at FY-End ($)(1)
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
John M. Thornton 0 0 0 0
David Pintsov 218,131 75,000 53,368 23,000
William Boersing 228,778 77,778 30,701 11,500
Noel Flynn 130,399 141,099 24,024 45,554
(1) Based on a closing bid price of $.93 on September 30, 2002 as reported on
the NASDAQ National Market.
6
REPORT OF THE COMPENSATION COMMITTEE
As members of the Compensation Committee it is our duty to monitor the
performance and compensation of executive officers and other key employees, to
review compensation plans and to administer the Company's Stock Option Plans.
The Company's executive and key employee compensation programs are designed to
attract, motivate and retain the executive talent needed to enhance stockholder
value in a competitive environment. Our fundamental philosophy is to relate the
amount of compensation "at risk" for an executive directly to his or her
contribution to the Company's success in achieving superior performance goals
and to the overall success of the Company. The Company's executive and key
employee compensation program consists of a base salary component, a component
providing the potential for an annual bonus based on overall Company performance
as well as individual performance, and a component providing the opportunity to
earn stock options that focus the executives and key employees on building
stockholder value through meeting longer-term financial and strategic goals.
In designing and administering its executive compensation program, the
Company tries to strike an appropriate balance among these various elements,
each of which is discussed in greater detail below.
In applying these elements to arrive at specific amounts or awards, the
members of the Committee apply their subjective evaluation of these various
factors and arrive at consensus through discussion. While specific numerical
criteria may be used in evaluating achievement of individual or Company goals,
the extent of achieving such goals is then factored in with other more
subjective criteria to arrive at the final compensation or award decision.
Base Salary
Base salary is targeted at the fiftieth percentile, consistent with
comparable high technology companies in the same general stage of development
and in the same general industry and geographic area. For this purpose, this
Committee uses the wage and salary surveys of the American Electronics
Association and industry and area trade groups of which the Company is a member.
This group of companies is not the same as the peer group chosen for the Stock
Performance Graph.
The Company's salary increase program is designed to reflect individual
performance related to the Company's overall financial performance as well as
competitive practice. Salary reviews are typically performed annually in
conjunction with a performance review. Salary increases are dependent on the
achievement of individual and corporate performance goals.
The Executive and Key Employee Bonus Plan
The Executive and Key Employee Bonus Plan is designed to reward Company
executives and other key employees for their contributions to corporate goals.
Corporate goals are established as part of the annual operating plan process.
Overall corporate goals include target levels of pre-tax, pre-bonus profit and
net revenue.
Each eligible employee's award is expressed as a percentage of the
participant's October 1, 2001 base salary. Bonus achievement is dependent upon
meeting or exceeding the company's minimum goals for pre-tax, pre-bonus and net
revenue. For fiscal 2002, no bonus award for any participant was payable as the
Company did not achieve its goals.
7
Stock Option Plans
The Company's 1986 Stock Option Plan (the "1986 Plan") authorized the
issuance of options to buy up to a total of 630,000 shares of the Company's
Common Stock. At September 30, 2002, zero shares of Common Stock were subject to
outstanding options issued under the 1986 Plan. The 1986 Plan ended on September
30, 1996 and no additional options may be granted under the plan. The Company's
1988 Stock Option Plan (the "1988 Plan") authorized the issuance of options to
buy up to 650,000 shares of the Company's Common Stock. At September 30, 2002,
5,000 shares were subject to outstanding options issued under the 1988 Plan. The
1988 Plan ended on September 13, 1998 and no additional options may be granted
under that plan. The Company's 1996 Stock Option Plan (the "1996 Plan")
authorizes the Company to grant its directors, officers and key employees
options to buy up to 1,000,000 shares of the Company's Common Stock. At
September 30, 2002, 318,386 shares were subject to outstanding options and none
remained available for future grants under the 1996 Plan. The Company's 1999
Stock Option Plan (the "1999 Plan") authorizes the Company to grant its
directors, officers, employees and consultants options to purchase up to
1,000,000 shares of the Company's Common Stock. At September 30, 2002, 683,876
shares were subject to outstanding options and 255,693 were available for future
grants under the 1999 Plan. The Company's 2000 Stock Option Plan (the "2000
Plan") authorizes the Company to grant its directors, officers, employees and
consultants options to purchase up to 1,000,000 shares of the Company's Common
Stock. At September 30, 2002, 861,335 shares were subject to outstanding options
and 135,917 were available for future grants under the 2000 Plan.
The Company's stock option plans are designed to:
1. Encourage and create ownership and retention of the Company's stock;
2. Balance long-term with short-term decision making;
3. Link the officers' or key employees' financial success to that of the
stockholders;
4. Focus attention on building stockholder value through meeting longer-term
financial and strategic goals; and
5. Ensure broad-based participation of key employees (all employees currently
participate in the Stock Option Plans).
401(k) Savings Plan
In 1990 the Company established an Employee Savings Plan (the "Savings
Plan") intended to qualify under Section 401(k) of the Internal Revenue Code of
1986 as amended (the "Code"), which is available to all employees who satisfy
the Savings Plan's age and service requirement. The Savings Plan allows an
employee to defer up to 15% of the employee's compensation for the pay period
elected in his or her salary deferral agreement on a pre-tax basis pursuant to a
cash or deferred arrangement under Section 401(k) of the Code (subject to
maximums permitted under federal law). This contribution will generally not be
subject to federal tax until it is distributed from the Savings Plan. In
addition these contributions are fully vested and non-forfeitable. Contributions
to the Savings Plan are deposited in a trust fund established in connection with
the Savings Plan. The Company may make discretionary contributions to the
Savings Plan at the end of each fiscal year as deemed appropriate by the Board
of Directors. Vested amounts allocated to each participating employee are
distributed in the event of retirement, death, disability or other termination
of employment. For fiscal 2002 the Committee determined that participants would
not receive a matching contribution.
8
Other Compensation Plans
The Company has adopted certain broad-based employee benefit plans in
which executive officers have been permitted to participate. The incremental
cost to the Company of benefits provided to executive officers under these life
and health insurance plans is less than 10% of the base salaries for executive
officers for fiscal 2002. Benefits under these broad-based plans are not
directly or indirectly tied to Company performance.
Compensation Committee
Sally B. Thornton
Daniel E. Steimle
James B. DeBello
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
The table below shows, as of January 2, 2003, the amount and class of the
Company's voting stock owned beneficially (within the meaning of Rule 13d-3
under the Exchange Act) by (i) each director of the Company, (ii) the executive
officers named in the Summary Compensation Table, (iii) all directors and
executive officers as a group and (iv) each person known by us to own
beneficially 5% or more of any class of the Company's voting stock (except as
noted below). The business address for each of these stockholders is c/o Mitek
Systems, Inc., 14145 Danielson St., Suite B, Poway, CA 92064.
Number of shares
of Common Stock Percent
Name of Beneficial Owner or Identity of Group Beneficially Owned of Class
- --------------------------------------------- ------------------ --------
John M. and Sally B. Thornton................... 2,699,959 (1) 24.24%
Gerald I. Farmer................................ 68,052 (2) .61%
James B. DeBello................................ 45,000 (3) .40%
Daniel E. Steimle............................... 65,634 (4) .59%
John G. Rebelo, Jr.............................. 16,000 (5) .14%
David Pintsov................................... 380,055 (6) 3.32%
William Boersing................................ 306,489 (7) 2.68%
Noel Flynn...................................... 284,898 (8) 2.50%
Directors and Officers as a Group............... 3,866,087 (9) 31.77%
(1) John M. Thornton and Sally B. Thornton, husband and wife, are trustees of
a family trust, and are each directors of the Company.
(2) Represents 10,000 shares of Common Stock held by Dr. Farmer and includes
58,052 shares of Common Stock subject to options exercisable within 60
days of January 2, 2003.
(3) Represents 45,000 shares of Common Stock subject to options exercisable
within 60 days of January 2, 2003.
(4) Represents 25,634 shares of Common Stock held by Mr. Steimle and includes
40,000 shares of Common Stock subject to options exercisable within 60
days of January 2, 2003.
(5) Represents 1,000 shares of Common Stock held by Mr. Rebelo and includes
15,000 shares of Common Stock subject to options exercisable within 60
days of January 2, 2003.
(6) Represents 86,924 shares of Common Stock held by Dr. Pintsov and includes
an additional 293,131 shares of common stock subject to options
exercisable within 60 days of January 2, 2003.
(7) Represents 306,489 shares of Common Stock subject to options exercisable
within 60 days of January 2, 2003.
(8) Represents 13,400 shares of Common Stock held by Mr. Flynn and includes
271,498 shares of Common Stock subject to options exercisable within 60
days of January 2, 2003.
(9) Includes 1,029,170 shares of Common Stock subject to options exercisable
within 60 days of January 2, 2003.
9
Information with respect to beneficial ownership is based on information
furnished to the Company by each person identified above.
Equity Compensation Plan Information
The following table sets forth information, as of September 30, 2002, with
respect to the Company's compensation plans under which common stock is
authorized for issuance. The table does not include information about the
proposed 2002 Stock Option Plan.
- --------------------------------------------------------------------------------
Plan category Number of Weighted-average Number of
securities to exercise securities
be issued price of remaining
upon outstanding available for
exercise of options, future issuance
outstanding warrants under equity
options, and rights compensation
warrants and plans
rights (excluding
securities
reflected in
column (a)
- --------------------------------------------------------------------------------
(a) (b) (c)
- --------------------------------------------------------------------------------
Equity compensation 1,868,597 2.59 391,610
plans approved by
security holders
- --------------------------------------------------------------------------------
Equity compensation -0- -0- -0-
plans not approved by
security holders
- --------------------------------------------------------------------------------
Total 1,868,597 2.59 391,610
- --------------------------------------------------------------------------------
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires our officers
and directors and persons who own more than 10% of a registered class of our
equity securities to file reports of ownership and changes in ownership with the
Securities and Exchange Commission. Officers, directors and greater than 10%
stockholders are required by Securities and Exchange Commission regulations to
furnish the Company with copies of all Section 16(a) forms they file. Based
solely on a review of Forms, 3, 4, and 5 and amendments thereto furnished to us,
we are not aware of any director, officer or beneficial owner of 10% of our
Common Stock that failed to file on a timely basis as disclosed on the above
forms, reports required by Section 16(a) of the Securities Exchange Act of 1934,
as amended, during fiscal year 2002.
10
[STOCK PERFORMANCE GRAPH OMITTED]
-------------------------------------------------------------
1997 1998 1999 2000 2001 2002
- -------------------------------------------------------------------------------------------------------
Mitek Systems, Inc. 100.00 53.58 500.00 478.63 201.14 108.57
- -------------------------------------------------------------------------------------------------------
NASDAQ Stock Market (US Cos.) 100.00 107.41 178.69 250.03 102.23 83.39
- -------------------------------------------------------------------------------------------------------
NASDAQ Stocks (SIC 3570-3579 US Cos.) 100.00 115.75 195.42 274.27 91.04 70.38
- -------------------------------------------------------------------------------------------------------
The above graph compares our performance with that of the NASDAQ Market Index
and Peer Group based on SIC Code 3570 - Computer and Office Equipment. The graph
assumes an investment of $100 on October 1, 1998 and the reinvestment of
dividends.
11
PROPOSAL NO. 2
PROPOSAL TO ADOPT THE 2002 STOCK OPTION PLAN
The Board of Directors believes that attracting and retaining highly qualified
key employees and directors is essential to the Company's growth and success. In
this regard, stock options have been and will continue to be an important
element of the Company's compensation program because options enable directors,
employees and providers of services to the Company to acquire or increase their
proprietary interest in the Company, thereby promoting a close identity of
interests between such individuals and the Company's stockholders. Options also
provide an increased incentive to option holders to expend their maximum efforts
for the success of the Company's business.
The Board of Directors believes it is in the interests of the Company and
its stockholders that the ability of the Company to grant stock option awards be
continued. Accordingly, on November 13, 2002, the Board of Directors adopted,
subject to stockholder approval, the 2002 Stock Option Plan (the "2002 Plan").
The following discussion of the material features of the 2002 Plan is qualified
by reference to the text of the 2002 Plan set forth in Exhibit A hereto.
Stock Options. The Compensation Committee of the Board of Directors (the
"Committee") is authorized to grant stock options, including both incentive
stock options ("ISOs"), which can result in potentially favorable tax treatment
to the participant, and nonqualified stock options. Except as provided in the
2002 Plan, generally the exercise price per share of common stock subject to an
option is determined by the Committee, provided that the exercise price of an
ISO may not be less than the fair market value of the common stock on the date
of grant. The term of each such option and the times at which each such option
shall be exercisable generally will be fixed by the Committee, except no option
will have a term exceeding ten years. Upon the termination of an optionholder's
employment with the Company other than for cause, all his unvested options will
immediately expire and his vested options will expire three months after the
occurrence giving rise to termination. Upon the termination of an optionholder's
employment for cause, all of his options will expire on the date of the
occurrence giving rise to the termination. Options may be exercised by payment
of the exercise price in cash, stock or promissory note, or as the Committee may
determine from time to time in accordance with applicable law.
Shares Subject to the Plan. Under the 2002 Plan, 1,000,000 shares of
common stock will be available for issuance of options. The maximum number of
shares of common stock which may be granted to any individual under the 2000
Plan in any one-year period shall not exceed 500,000 shares, subject to the
adjustments described in the next paragraph.
Adjustments Upon Changes in Capitalization. The 2002 Plan provides that,
in the event of any change in the capital structure of the Company that effects
an increase or decrease in the number of outstanding shares of the Company
without receipt of consideration, the number of shares of common stock covered
by each outstanding option, and the exercise price thereof, shall be
proportionately adjusted by the Committee. The 2002 Plan provides that, in the
event of certain capital transactions, all outstanding options will terminate
upon such capital transaction unless they are assumed by a successor
corporation, provided that all vested options may be exercised during the 15
days prior to the capital transaction. The Committee may choose to accelerate
the vesting of any option.
Eligibility. Any officer, director or employee of, and certain persons
rendering services to, the Company and its subsidiaries is eligible to receive
awards under the 2002 Plan. Only employees may receive ISO's under the 2002
Plan.
Administration. The Committee will administer the 2002 Plan. Subject to
the terms and conditions of the 2002 Plan, the Committee is authorized to
designate participants who are employees, directors or consultants of the
Company and its subsidiaries, determine the number of options to be granted, set
terms and conditions of such options, interpret the 2002 Plan, specify rules and
regulations relating to the 2002 Plan, and make all other determinations which
may be necessary or advisable for the administration of the 2002 Plan.
Other Terms of Options. The flexible terms of the 2002 Plan will permit
the Committee to impose performance conditions with respect to any option.
Performance conditions may require that an option be forfeited, in whole or in
part, if performance objectives are not met, or require that the time of
exercisability of an option be linked to achievement of performance conditions.
12
No options may be granted under the 2002 Plan after November 13, 2012.
The exercise of an option is conditioned on the withholding of taxes.
Options granted under the 2002 Plan may not be pledged or otherwise encumbered
and are not transferable except by will or by the laws of intestate succession.
The Board of Directors may, subject to any stockholder approval required
by applicable law, amend the 2002 Plan with respect to any shares of common
stock at that time not subject to options.
Federal Tax Consequences of the 2002 Plan. The federal income tax
consequences of the grant, exercise and disposition of stock options are
complex. A summary of the more significant federal income tax consequences of
options granted pursuant to the 2002 Plan is set forth below; however, each
optionee is advised to consult his or her individual tax advisor concerning
their personal tax consequences. In addition, optionees may be subject to state
taxation, which may vary from the federal income tax treatment described below.
Incentive Stock Options
No gain or loss is realized upon the grant or exercise of an ISO. However,
the excess of the fair market value of the stock received upon the exercise of
an ISO over the exercise price is an "item of tax preference" for purposes of
the alternative minimum tax described under Internal Revenue Code Section 55.
Gain or loss realized on the disposition of stock acquired pursuant to the
exercise of an ISO is long-term capital gain or loss if the stock is held for at
least 2 years from the date of the grant and 1 year from the date of exercise.
There are no tax consequences to the Company upon the grant or exercise of an
ISO if these holding requirements are met. If stock acquired pursuant to the
exercise of an ISO is disposed of without satisfying the holding requirements at
a price in excess of the exercise price, the optionee will recognize, at the
time of sale, ordinary income equal to the lesser of (1) the gain on the sale,
or (2) the excess of the fair market value over the option exercise price on the
date of exercise. Any additional gain in such event will be capital gain.
Further, the Company would be allowed a deduction for federal income tax
purposes equal to the ordinary income recognized by the optionee.
Nonqualified Option
A participant who is granted a Nonqualified Option under the 2002 Plan
will not recognize taxable income upon the grant of the option. An optionee will
recognize ordinary income upon the exercise of an option in an amount equal to
the excess of the fair market value of the stock at the time of exercise over
the exercise price. However, if the underlying stock is restricted, the
recognition of the ordinary income will be deferred until the lapse of the
restriction. A deduction for federal income tax purposes will be allowed to the
Company in an amount equal to the ordinary income taxable to an optionee upon
exercise, provided that such amount constitutes an ordinary and necessary
business expense to the Company and the Company satisfies certain withholding
and reporting requirements.
An optionee's tax basis in the shares received on exercise of a
Nonqualified Option will be equal to the amount of any cash paid by the optionee
on exercise, plus the amount of ordinary income recognized as a result of the
receipt of such shares. Any gain or loss recognized upon the disposition of a
Nonqualified Option will be capital gain.
The ordinary income recognized by an employee with respect to the exercise
of an option, will be subject to both wage withholding and employment taxes. The
holding period for such shares will begin on the date of exercise.
The foregoing statement is based on present federal tax laws and
regulations, and is not a complete description of the federal income tax aspects
of the 2002 Plan. In addition, participants may be subject to certain state
taxes, which are not described herein. Accordingly, each participant should
consult his or her tax advisor with regard to the tax aspects of his or her
participation in the 2002 Plan.
The Board of Directors recommends that you vote "FOR" this proposal.
13
PROPOSAL NO. 3
RATIFICATION OF SELECTION OF AUDITORS
Based upon the recommendation of the Audit Committee, the Board of
Directors has authorized the firm of Deloitte & Touche, LLP, independent
certified public accountants, to serve as auditors for the fiscal year ending
September 30, 2002. A representative of Deloitte & Touche, LLP will be present
at the Annual Meeting and will have the opportunity to make a statement and
respond to appropriate questions.
Audit Fees
Deloitte & Touche, LLP was paid an aggregate of $95,095 for professional
services rendered for the audit of the Company's annual financial statements for
the 2002 fiscal year and the reviews of the financial statements included in the
registrant's Forms 10-Q for the 2002 fiscal year.
Financial Information Systems Design and Implementation Fees
There were no fees paid to Deloitte & Touche, LLP for professional
services rendered for the Company during the 2002 fiscal year for financial
information systems design or implementation as described in Paragraph (c)
(4)(ii) of Rule 2-01 of Regulation S-X.
All Other Fees
There were no other fees paid to Deloitte & Touche, LLP for services
rendered for the Company during the 2002 fiscal year, including tax services,
other than as disclosed herein.
The Audit Committee believes there were no services provided by Deloitte &
Touche, LLP which would effect its independence.
The Board of Directors recommends that you vote "FOR" this proposal.
14
OTHER BUSINESS
The Annual Meeting is called for the purposes set forth in the attached
Notice of Annual Meeting of Stockholders. We are not aware of any matters for
action by stockholders at this meeting other than those described in the Notice.
The enclosed proxy, however, will confer discretionary authority with respect to
matters that are not known at the date of printing hereof and which may properly
come before the Annual Meeting or any adjournment thereof. The proxy holders
intend to vote in accordance with their best judgment on any such matters.
PLEASE COMPLETE, SIGN, DATE AND RETURN THE ACCOMPANYING PROXY CARD IN THE
ENCLOSED ENVELOPE.
By Order of the Board of Directors
/s/ John M. Thornton
John M. Thornton
Chairman of the Board
San Diego, California
January 15, 2003
15
EXHIBIT A
MITEK SYSTEMS, INC.
2002 STOCK OPTION PLAN
1. PURPOSE. This Stock Option Plan (the "Plan") is intended to serve as an
incentive to, and to encourage stock ownership by certain eligible participants
rendering services to Mitek Systems, Inc., a Delaware corporation, and certain
affiliates as set forth below (the "Corporation"), so that they may acquire or
increase their proprietary interest in the Corporation and to encourage them to
remain in the service of the Corporation.
2. ADMINISTRATION.
2.1 Committee. The Plan shall be administered by the Board of
Directors of the Corporation (the "Board of Directors"), or a committee of two
or more members appointed by the Board of Directors (the "Committee") who are
Non-Employee Directors as defined in Rule 16b-3 promulgated under Section 16 of
the Securities Exchange Act of 1934 and an outside director as defined in
Treasury Regulation ss. 1.162-27(e)(3). The Committee shall select one of its
members as Chairman and shall appoint a Secretary, who need not be a member of
the Committee. The Committee shall hold meetings at such times and places as it
may determine and minutes of such meetings shall be recorded. Acts by a majority
of the Committee in a meeting at which a quorum is present and acts approved in
writing by a majority of the members of the Committee shall be valid acts of the
Committee.
2.2 Term. If the Board of Directors selects a Committee, the members
of the Committee shall serve on the Committee for the period of time determined
by the Board of Directors and shall be subject to removal by the Board of
Directors at any time. The Board of Directors may terminate the function of the
Committee at any time and resume all powers and authority previously delegated
to the Committee.
2.3 Authority. The Committee shall have sole discretion and
authority to grant options under the Plan to eligible participants rendering
services to the Corporation or any "parent" or "subsidiary" of the Corporation,
as defined in Section 424 of the Internal Revenue Code of 1986, as amended (the
"Code") ("Parent or Subsidiary"), at such times, under such terms and in such
amounts as it may decide. For purposes of this Plan and any Stock Option
Agreement (as defined below), the term "Corporation" shall include any Parent or
Subsidiary, if applicable. Subject to the express provisions of the Plan, the
Committee shall have complete authority to interpret the Plan, to prescribe,
amend and rescind the rules and regulations relating to the Plan, to determine
the details and provisions of any Stock Option Agreement, to accelerate any
options granted under the Plan and to make all other determinations necessary or
advisable for the administration of the Plan.
2.4 Type of Option. The Committee shall have full authority and
discretion to determine, and shall specify, whether the eligible individual will
be granted options intended to qualify as incentive options under Section 422 of
the Code ("Incentive Options") or options which are not intended to qualify
under Section 422 of the Code ("Non-Qualified Options"); provided, however, that
Incentive Options shall only be granted to employees of the Corporation,
16
or a Parent or Subsidiary thereof, and shall be subject to the special
limitations set forth herein attributable to Incentive Options.
2.5 Interpretation. The interpretation and construction by the
Committee of any provisions of the Plan or of any option granted under the Plan
shall be final and binding on all parties having an interest in this Plan or any
option granted hereunder. No member of the Committee shall be liable for any
action or determination made in good faith with respect to the Plan or any
option granted under the Plan.
3. ELIGIBILITY.
3.1 General. All directors, officers, employees of and consultants
to the Corporation, or any Parent or Subsidiary relative to the Corporation's,
or any Parent's or Subsidiary's management, operation or development shall be
eligible to receive options under the Plan. The selection of recipients of
options shall be within the sole and absolute discretion of the Committee. No
person shall be granted an Incentive Option under this Plan unless such person
is an employee of the Corporation, or a Parent or Subsidiary on the date of
grant. No person shall be granted an option under this Plan unless such person
has executed, if requested by the Committee, the grant representation letter set
forth on Exhibit "A," as such Exhibit may be amended by the Committee from time
to time. No person shall be granted more than 500,000 options in any one year
period.
3.2 Termination of Eligibility.
3.2.1 If an optionee ceases to be employed by the Corporation, or
its Parent or Subsidiary, is no longer an officer or member of the Board of
Directors of the Corporation, or no longer performs services for the
Corporation, or its Parent or Subsidiary, for any reason (other than for
"cause," as hereinafter defined, or such optionee's death), any option granted
hereunder to such optionee shall expire three months after the occurrence giving
rise to such termination of eligibility (or 1 year in the event an optionee is
"disabled," as defined in Section 22(e)(3) of the Code) or upon the date it
expires by its terms, whichever is earlier. Any option that has not vested in
the optionee as of the date of such termination shall immediately expire and
shall be null and void. The Committee shall, in its sole and absolute
discretion, decide, utilizing the provisions set forth in Treasury Regulations
ss. 1.421-7(h), whether an authorized leave of absence or absence for military
or governmental service, or absence for any other reason, shall constitute
termination of eligibility for purposes of this Section.
3.2.2 If an optionee ceases to be employed by the Corporation, or
its Parent or Subsidiary, is no longer an officer or member of the Board of
Directors of the Corporation, or no longer performs services for the
Corporation, or its Parent or Subsidiary, and such termination is as a result of
"cause," as hereinafter defined, then all options granted hereunder to such
optionee shall expire on the date of the occurrence giving rise to such
termination of eligibility or upon the date it expires by its terms, whichever
is earlier, and such optionee shall have no rights with respect to any
unexercised options. For purposes of this Plan, "cause" shall mean an optionee's
personal dishonesty, misconduct, breach of fiduciary duty, incompetence,
intentional failure to perform stated obligations, willful violation of any law,
rule, regulation or final cease and desist order, or any material breach of any
provision of this Plan, any Stock Option Agreement or any employment agreement.
17
3.3 Death of Optionee and Transfer of Option. In the event an
optionee shall die, an option may be exercised (subject to the condition that no
option shall be exercisable after its expiration and only to the extent that the
optionee's right to exercise such option had accrued at the time of the
optionee's death) at any time within six months after the optionee's death by
the executors or administrators of the optionee or by any person or persons who
shall have acquired the option directly from the optionee by bequest or
inheritance. Any option that has not vested in the optionee as of the date of
death or termination of employment, whichever is earlier, shall immediately
expire and shall be null and void. No option shall be transferable by the
optionee other than by will or the laws of intestate succession.
3.4 Limitation on Incentive Options. No person shall be granted any
Incentive Option to the extent that the aggregate fair market value of the Stock
(as defined below) to which such options are exercisable for the first time by
the optionee during any calendar year (under all plans of the Corporation as
determined under Section 422(d) of the Code) exceeds $100,000.
4. IDENTIFICATION OF STOCK. The Stock, as defined herein, subject to the
options shall be shares of the Corporation's authorized but unissued or acquired
or reacquired common stock (the "Stock"). The aggregate number of shares subject
to outstanding options shall not exceed 1,000,000 shares of Stock (subject to
adjustment as provided in Section 6). If any option granted hereunder shall
expire or terminate for any reason without having been exercised in full, the
unpurchased shares subject thereto shall again be available for purposes of this
Plan. Notwithstanding the above, at no time shall the total number of shares of
Stock issuable upon exercise of all outstanding options and the total number of
shares of Stock provided for under any stock bonus or similar plan of the
Corporation exceed 30% as calculated in accordance with the conditions and
exclusions of ss.260.140.45 of Title 10, California Code of Regulations, based
on the shares of the issuer which are outstanding at the time the calculation is
made.
5. TERMS AND CONDITIONS OF OPTIONS. Any option granted pursuant to the
Plan shall be evidenced by an agreement ("Stock Option Agreement") in such form
as the Committee shall from time to time determine, which agreement shall comply
with and be subject to the following terms and conditions:
5.1 Number of Shares. Each option shall state the number of shares
of Stock to which it pertains.
5.2 Option Exercise Price. Each option shall state the option
exercise price, which shall be determined by the Committee; provided, however,
that (i) the exercise price of any Incentive Option shall not be less than the
fair market value of the Stock, as determined by the Committee, on the date of
grant of such option, (ii) the exercise price of any option granted to any
person who owns more than 10% of the total combined voting power of all classes
of the Corporation's stock, as determined for purposes of Section 422 of the
Code, shall not be less than 110% of the fair market value of the Stock, as
determined by the Committee, on the date of grant of such option, and (iii) the
exercise price of any Non-Qualified Option shall not be less than 85% of the
fair market value of the Stock, as determined by the Committee, on the date of
grant of such option. In the event that the fair market value of the price of
the common stock declines below the price at which the option is granted, the
Committee shall have the discretion and
18
authority to cancel, reduce, or otherwise modify the price of any unexercised
option, including, but not limited to, a regrant of the option at a new price
more commensurate with the fair market value of the stock. The Committee must
receive the approval of the Board of Directors before any action is taken in
accordance with this provision.
5.3 Term of Option. The term of an option granted hereunder shall be
determined by the Committee at the time of grant, but shall not exceed ten years
from the date of the grant. The term of any Incentive Option granted to an
employee who owns more than 10% of the total combined voting power of all
classes of the Corporation's stock, as determined for purposes of Section 422 of
the Code, shall in no event exceed five years from the date of grant. All
options shall be subject to early termination as set forth in this Plan. In no
event shall any option be exercisable after the expiration of its term.
5.4 Method of Exercise. An option shall be exercised by written
notice to the Corporation by the optionee (or successor in the event of death)
and execution by the optionee of an exercise representation letter in the form
set forth on Exhibit "B," as such Exhibit may be amended by the Committee from
time to time. Such written notice shall state the number of shares with respect
to which the option is being exercised and designate a time, during normal
business hours of the Corporation, for the delivery thereof ("Exercise Date"),
which time shall be at least 30 days after the giving of such notice unless an
earlier date shall have been mutually agreed upon. At the time specified in the
written notice, the Corporation shall deliver to the optionee at the principal
office of the Corporation, or such other appropriate place as may be determined
by the Committee, a certificate or certificates for such shares. Notwithstanding
the foregoing, the Corporation may postpone delivery of any certificate or
certificates after notice of exercise for such reasonable period as may be
required to comply with any applicable listing requirements of any securities
exchange. In the event an option shall be exercisable by any person other than
the optionee, the required notice under this Section shall be accompanied by
appropriate proof of the right of such person to exercise the option.
5.5 Medium and Time of Payment. The option exercise price shall be
payable in full on or before the option Exercise Date in any one of the
following alternative forms:
5.5.1 Full payment in cash or certified bank or cashier's
check;
5.5.2 Subject to Section 5.5.7 hereof, a Promissory Note (as
defined below);
5.5.3 Full payment in shares of Stock having a fair market
value on the Exercise Date in the amount equal to the option exercise price;
5.5.4 Subject to Section 5.5.7 hereof, through a special sale
and remittance procedure pursuant to which the optionee shall concurrently
provide irrevocable written instruction to (a) a Corporation-designated
brokerage firm to effect the immediate sale of the purchased shares and remit to
the Corporation, out of the sale proceeds available on the settlement date
pursuant to an irrevocable assignment by the optionee, sufficient funds to cover
the aggregate exercise price payable for the purchased shares plus all
applicable Federal, state and local income and employment taxes required to be
withheld by the Corporation by reason of
19
such exercise and (b) the Corporation to deliver the certificates for the
purchased shares directly to such brokerage firm in order to complete the sale.
5.5.5 A combination of the consideration set forth in Sections
5.5.1, through 5.5.4 equal to the option exercise price; or
5.5.6 Any other method of payment complying with the
provisions of Section 422 of the Code with respect to Incentive Options,
provided the terms of payment are established by the Committee at the time of
grant and any other method of payment established by the Committee with respect
to Non-Qualified Options.
5.5.7 Notwithstanding the foregoing, the methods of payment
described in Section 5.5.2 and Section 5.5.4 shall not be available to any
optionee classified as "a director or executive officer (or equivalent thereof)"
within the meaning of Section 402 of the Sarbanes-Oxley Act of 2002
("Sarbanes-Oxley") at the time of the exercise, unless such optionee provides to
the Corporation a written opinion of counsel satisfactory to the Corporation
that the proposed medium of payment is not prohibited by Sarbanes-Oxley.
5.6 Fair Market Value. The fair market value of a share of Stock on
any relevant date shall be determined in accordance with the following
provisions:
5.6.1 If the Stock at the time is neither listed nor admitted
to trading on any stock exchange nor traded in the over-the-counter market, then
the fair market value shall be determined by the Committee after taking into
account the factors found in ss. 260.140.50 of Title 10, California Code of
Regulations and such other factors as the Committee shall deem appropriate.
5.6.2 If the Stock is not at the time listed or admitted to
trading on any stock exchange but is traded in the over-the-counter market, the
fair market value shall be the mean between the highest bid and lowest asked
prices (or, if such information is available, the closing selling price) of one
share of Stock on the date in question in the over-the-counter market, as such
prices are reported by the National Association of Securities Dealers through
its NASDAQ system or any successor system. If there are no reported bid and
asked prices (or closing selling price) for the Stock on the date in question,
then the mean between the highest bid and lowest asked prices (or the closing
selling price) on the last preceding date for which such quotations exist shall
be determinative of fair market value.
5.6.3 If the Stock is at the time listed or admitted to
trading on any stock exchange, then the fair market value shall be the closing
selling price of one share of Stock on the date in question on the stock
exchange determined by the Committee to be the primary market for the Stock, as
such price is officially quoted in the composite tape of transactions on such
exchange. If there is no sale of Stock on such exchange on the date in question,
then the fair market value shall be the closing selling price on the exchange on
the last preceding date for which such quotation exists.
5.7 Promissory Note. Subject to the requirements of applicable state
or Federal law or margin requirements, payment of all or part of the purchase
price of the Stock may be made by delivery of a full recourse promissory note
("Promissory Note"). The Promissory
20
Note shall be executed by the optionee, made payable to the Corporation and bear
interest at such rate as the Committee shall determine, but in no case less than
the minimum rate which will not cause under the Code (i) interest to be imputed,
(ii) original issue discount to exist, or (iii) any other similar results to
occur. Unless otherwise determined by the Committee, interest on the Note shall
be payable in quarterly installments on March 31, June 30, September 30 and
December 31 of each year. A Promissory Note shall contain such other terms and
conditions as may be determined by the Committee; provided, however, that the
full principal amount of the Promissory Note and all unpaid interest accrued
thereon shall be due not later than five years from the date of exercise. The
Corporation may obtain from the optionee a security interest in all shares of
Stock issued to the optionee under the Plan for the purpose of securing payment
under the Promissory Note and may retain possession of the stock certificates
representing such shares in order to perfect its security interest.
5.8 Rights as a Shareholder. An optionee or successor shall have no
rights as a shareholder with respect to any Stock underlying any option until
the date of the issuance to such optionee of a certificate for such Stock. No
adjustment shall be made for dividends (ordinary or extraordinary, whether in
cash, securities or other property) or distributions or other rights for which
the record date is prior to the date such Stock certificate is issued, except as
provided in Section 6.
5.9 Modification, Extension and Renewal of Options. Subject to the
terms and conditions of the Plan, the Committee may modify, extend or renew
outstanding options granted under the Plan, or accept the surrender of
outstanding options (to the extent not exercised) and authorize the granting of
new options in substitution therefor.
5.10 Vesting and Restrictions. The Committee shall have complete
authority and discretion to set the terms, conditions, restrictions, vesting
schedules and other provisions of any option in the applicable Stock Option
Agreement and shall have complete authority to require conditions and
restrictions on any Stock issued pursuant to this Plan; provided, however, that
except with respect to options granted to officers or directors of the
Corporation, options granted pursuant to this Plan shall be exercisable or
"vest" at the rate of at least 20% per year over the 5-year period beginning on
the date the option is granted. Options granted to officers and directors shall
become exercisable or "vest," subject to subject to the condition of continued
employment and/or continued service on the Board of Directors, as appropriate.
The maximum vesting period for options granted to officers or directors will be
ten years from the date of grant.
5.11 Other Provisions. The Stock Option Agreements shall contain
such other provisions, including without limitation, restrictions or conditions
upon the exercise of options, as the Committee shall deem advisable.
6. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.
6.1 Subdivision or Consolidation. Subject to any required action by
shareholders of the Corporation, the number of shares of Stock covered by each
outstanding option, and the exercise price thereof, shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Stock of
the Corporation resulting from a subdivision or consolidation of shares,
including, but not limited to, a stock split, reverse stock split,
recapitalization, continuation or reclassification, or the payment of a stock
dividend (but only on
21
the Stock) or any other increase or decrease in the number of such shares
effected without receipt of consideration by the Corporation. Any fraction of a
share subject to option that would otherwise result from an adjustment pursuant
to this Section shall be rounded downward to the next full number of shares
without other compensation or consideration to the holder of such option.
6.2 Capital Transactions. Upon a sale or exchange of all or
substantially all of the assets of the Corporation, a merger or consolidation in
which the Corporation is not the surviving corporation, a merger, reorganization
or consolidation in which the Corporation is the surviving corporation and
shareholders of the Corporation exchange their stock for securities or property,
a liquidation of the Corporation, or similar transaction as determined by the
Committee ("Capital Transaction"), this Plan and each option issued under this
Plan, whether vested or unvested, shall terminate, unless such options are
assumed by a successor corporation in a merger or consolidation, immediately
prior to such Capital Transaction; provided, however, that unless the
outstanding options are assumed by a successor corporation in a merger or
consolidation, subject to terms approved by the Committee, all optionees will
have the right, during the 15 days prior to such Capital Transaction, to
exercise all vested options. The Corporation shall, subject to any nondisclosure
provisions, attempt to provide optionees at least 15 days notice of the option
termination date. The Committee may (but shall not be obligated to) (i)
accelerate the vesting of any option or (ii) apply the foregoing provisions,
including but not limited to termination of this Plan and options granted
pursuant to the Plan, in the event there is a sale of 51% or more of the stock
of the Corporation in any two year period or a transaction similar to a Capital
Transaction.
6.3 Adjustments. To the extent that the foregoing adjustments relate
to stock or securities of the Corporation, such adjustments shall be made by the
Committee, whose determination in that respect shall be final, binding and
conclusive.
6.4 Ability to Adjust. The grant of an option pursuant to the Plan
shall not affect in any way the right or power of the Corporation to make
adjustments, reclassifications, reorganizations or changes of its capital or
business structure or to merge, consolidate, dissolve, liquidate, sell or
transfer all or any part of its business or assets.
6.5 Notice of Adjustment. Whenever the Corporation shall take any
action resulting in any adjustment provided for in this Section, the Corporation
shall forthwith deliver notice of such action to each optionee, which notice
shall set forth the number of shares subject to the option and the exercise
price thereof resulting from such adjustment.
6.6 Limitation on Adjustments. Any adjustment, assumption or
substitution of an Incentive Option shall comply with Section 425 of the Code,
if applicable.
7. NONASSIGNABILITY. Options granted under this Plan may not be sold,
pledged, assigned or transferred in any manner other than by will or by the laws
of intestate succession, and may be exercised during the lifetime of an optionee
only by such optionee. Any transfer in violation of this Section shall void such
option, and any Stock Option Agreement entered into by the optionee and the
Corporation regarding such transferred option shall be void and have no further
force or effect. No option shall be pledged or hypothecated in any way, nor
shall any option be subject to execution, attachment or similar process.
22
8. NO RIGHT OF EMPLOYMENT. Neither the grant nor exercise of any option
nor anything in this Plan shall impose upon the Corporation or any other
corporation any obligation to employ or continue to employ any optionee. The
right of the Corporation and any other corporation to terminate any employee
shall not be diminished or affected because an option has been granted to such
employee.
9. TERM OF PLAN. This Plan is effective on the date the Plan is adopted by
the Board of Directors and options may be granted pursuant to the Plan from time
to time within a period of ten (10) years from such date, or the date of any
required shareholder approval required under the Plan, if earlier. Termination
of the Plan shall not affect any option theretofore granted.
10. AMENDMENT OF THE PLAN. The Board of Directors of the Corporation may,
subject to any required shareholder approval, suspend, discontinue or terminate
the Plan, or revise or amend it in any respect whatsoever with respect to any
shares of Stock at that time not subject to options.
11. APPLICATION OF FUNDS. The proceeds received by the Corporation from
the sale of Stock pursuant to options may be used for general corporate
purposes.
12. RESERVATION OF SHARES. The Corporation, during the term of this Plan,
shall at all times reserve and keep available such number of shares of Stock as
shall be sufficient to satisfy the requirements of the Plan.
13. NO OBLIGATION TO EXERCISE OPTION. The granting of an option shall not
impose any obligation upon the optionee to exercise such option.
14. APPROVAL OF BOARD OF DIRECTORS AND SHAREHOLDERS. The Plan shall not
take effect until approved by the Board of Directors of the Corporation. This
Plan shall be approved by a vote of the shareholders within 12 months from the
date of approval by the Board of Directors. In the event such shareholder vote
is not obtained, all options granted hereunder, whether vested or unvested,
shall be null and void. Further, any stock acquired pursuant to the exercise of
any options under this Agreement may not count for purposes of determining
whether shareholder approval has been obtained.
15. WITHHOLDING TAXES. Notwithstanding anything else to the contrary in
this Plan or any Stock Option Agreement, the exercise of any option shall be
conditioned upon payment by such optionee in cash, or other provisions
satisfactory to the Committee, of all local, state, federal or other withholding
taxes applicable, in the Committee's judgment, to the exercise or to later
disposition of shares acquired upon exercise of an option.
16. PARACHUTE PAYMENTS. Any outstanding option under the Plan may not be
accelerated to the extent any such acceleration of such option would, when added
to the present value of other payments in the nature of compensation which
becomes due and payable to the optionee would result in the payment to such
optionee of an excess parachute payment under Section 280G of the Code. The
existence of any such excess parachute payment shall be determined in the sole
and absolute discretion of the Committee.
23
17. SECURITIES LAWS COMPLIANCE. Notwithstanding anything contained herein,
the Corporation shall not be obligated to grant any option under this Plan or to
sell, issue or effect any transfer of any Stock unless such grant, sale,
issuance or transfer is at such time effectively (i) registered or exempt from
registration under the Securities Act of 1933, as amended (the "Act"), and (ii)
qualified or exempt from qualification under the California Corporate Securities
Law of 1968 and any other applicable state securities laws. As a condition to
exercise of any option, each optionee shall make such representations as may be
deemed appropriate by counsel to the Corporation for the Corporation to use any
available exemption from registration under the Act or qualification under any
applicable state securities law.
18. RESTRICTIVE LEGENDS. The certificates representing the Stock issued
upon exercise of options granted pursuant to this Plan will bear any legends
required by applicable securities laws as determined by the Committee.
19. NOTICES. Any notice to be given under the terms of the Plan shall be
addressed to the Corporation in care of its Secretary at its principal office,
and any notice to be given to an optionee shall be addressed to such optionee at
the address maintained by the Corporation for such person or at such other
address as the optionee may specify in writing to the Corporation.
20. INFORMATION TO PARTICIPANTS. The Corporation shall make available to
all holders of options the information required pursuant to ss. 260.140.46 of
the California Code of Regulations.
As adopted by the Board of Directors on November 13, 2002.
MITEK SYSTEMS, INC., a Delaware corporation
By: /s/ John M. Thornton
---------------------------------------
John M. Thornton, Chairman
24
EXHIBIT A
____________, 200__
Mitek Systems, Inc.
14145 Danielson St., Suite B
Poway, California 92064
Re: 2002 Stock Option Plan
To Whom It May Concern:
This letter is delivered to Mitek Systems, Inc., a Delaware corporation (the
"Corporation"), in connection with the grant to ___________________ (the
"Optionee") of an option (the "Option") to purchase ________________ shares of
common stock of the Corporation (the "Stock") pursuant to the Mitek Systems,
Inc. 2002 Stock Option Plan originally dated ___________________, 2002 (the
"Plan"). The Optionee understands that the Corporation's receipt of this letter
executed by the Optionee is a condition to the Corporation's willingness to
grant the Option to the Optionee.
The Optionee acknowledges that the grant of the Option by the Corporation is in
lieu of any and all other promises of the Corporation to the Optionee, whether
written or oral, express or implied, regarding the grant of options or other
rights to acquire Stock. Accordingly, in anticipation of the grant of the
Option, the Optionee hereby relinquishes all rights to such other rights, if
any, to acquire stock of the Corporation.
In addition, the Optionee makes the following representations and warranties
with the understanding that the Corporation will rely upon them.
1. The Optionee acknowledges receipt of a copy of the Plan and Agreement.
The Optionee has carefully reviewed the Plan and Agreement.
2. The Optionee acknowledges receipt of a prospectus regarding the Plan
which includes the information required by Section (a)(1) of Rule 428 under the
Securities Act of 1933.
3. The Optionee understands and acknowledges that the Option and the Stock
are subject to the terms and conditions of the Plan.
4. The Optionee understands and agrees that, at the time of exercise of
any part of the Option for Stock, the Optionee may be required to provide the
Corporation with additional representations, warranties and/or covenants similar
to those contained in this letter.
5. The Optionee is a resident of the State of __________________________.
EXHIBIT A - Page 1
6. The Optionee will notify the Corporation immediately of any change in
the above information which occurs before the Option is exercised in full by the
Optionee.
The foregoing representations and warranties are given on ___________________,
2002 at ____________________.
OPTIONEE:
---------------------------------
EXHIBIT A - Page 2
EXHIBIT B
____________, 200__
Mitek Systems, Inc.
14145 Danielson St., Suite B
Powa, California 92064
Re: 2002 Stock Option Plan
To Whom It May Concern:
I (the "Optionee") hereby exercise my right to purchase _______________ shares
of common stock (the "Stock") of Mitek Systems, Inc., a Delaware corporation
(the "Corporation"), pursuant to, and in accordance with, the Mitek Systems,
Inc. 2002 Stock Option Plan dated __________________, 2002 (the "Plan") and
Stock Option Agreement (the "Agreement") dated ____________________, 2002. As
provided in such Plan, I deliver herewith payment as set forth in the Plan in
the amount of the aggregate option exercise price. Please deliver to me at my
address as set forth above stock certificates representing the subject shares
registered in my name (and (spouse), as (style of vesting)).
The Optionee hereby represents and agrees as follows:
1. The Optionee acknowledges receipt of a copy of the Plan and Agreement.
The Optionee has carefully reviewed the Plan and Agreement.
2. The Optionee is a resident of the State of __________.
3. The Optionee represents and agrees that if the Optionee is an
"affiliate" (as defined in Rule 144 under the Securities Act of 1933) of the
Corporation at the time the Optionee desires to sell any of the Stock, the
Optionee will be subject to certain restrictions under, and will comply with all
of the requirements of, applicable federal and state securities laws.
The foregoing representations and warranties are given on ___________________ at
______________________.
OPTIONEE:
---------------------------------
3
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE Please mark
MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. your votes as
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR indicated in |X|
PROPOSAL 1, 2 AND 3. this example
1. ELECTION OF DIRECTORS
FOR all nominees WITHHOLD
listed below AUTHORITY
(except as marked to vote for all nominees
to the contrary) listed below
|_| |_|
2. Approval of the 2002 Stock Option Plan.
FOR AGAINST ABSTAIN
|_| |_| |_|
NOMINEES: 01 John M. Thornton, 02 Sally B. Thornton, 03 Daniel E. Steimle,
04 James B. DeBello, 05 Gerald I. Farmer, 06 John G. Rebelo Jr.
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
________________________________________________________________________________
3. Ratify the appointment of Deloitte & Touche LLP as the Company's 2003
Auditors.
FOR AGAINST ABSTAIN
|_| |_| |_|
4. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee, or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
Date: ____________________________________________________________________, 2003
________________________________________________________________________________
(Signature)
________________________________________________________________________________
(Signature if held jointly)
PLEASE SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
- --------------------------------------------------------------------------------
^ FOLD AND DETACH HERE ^
Annual
Meeting of
Stockholders
February 5, 2003
Mitek Systems, Inc.
14145 Danielson Street
Suite B
Poway, CA 92064
PROXY
MITEK SYSTEMS, INC.
Annual Meeting of Stockholders
February 5, 2003
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints John M. Thornton and Noel Flynn as
proxies, each with power to act without the other and with power of
substitution, and hereby authorizes them to represent and vote, as designated on
the other side, all the shares of stock of Mitek Systems, Inc. standing in the
name of the undersigned with all power which the undersigned would possess if
present at the Annual Meeting of Stockholders of the Company to be held February
5, 2003 or any adjournment thereof.
(Continued, and to be marked, dated and signed, on the other side)
- --------------------------------------------------------------------------------
^ FOLD AND DETACH HERE ^
----------------
Admission Ticket
----------------
Annual Meeting
of
Mitek Systems, Inc.
Stockholders
Wednesday, February 5, 2003
1:00 p.m.
Mitek Systems, Inc.
14145 Danielson Street
Suite B
Poway, CA 92064
================================================================================
Agenda
------
o Election of Directors
o Approval of the 2002 Stock Option Plan
o Ratify the appointment of Delloite & Touche LLP as auditors
o Report on the progress of the corporation
o Informal discussion among stockholders in attendance
================================================================================