UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
report (Date of earliest event reported) May
23, 2005
Mitek
Systems, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State or
Other Jurisdiction of
Incorporation)
|
0-15235 |
87-0418827 |
|
(Commission File Number) |
(IRS Employer Identification
No.) |
| |
|
|
14145 Danielson Street, Suite B, Poway,
CA |
92064 |
|
(Address of Principal Executive
Offices) |
(Zip Code) |
(858)
513-4600
(Registrant’s
Telephone Number, Including Area Code)
___________________________________________
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see
General
Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 5.02
Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
On May
25, 2005, Mitek Systems, Inc. issued a press release, attached hereto as
Exhibit 99.1, announcing that effective May 23, 2005, (i) Vinton P.
Cunningham was elected to the Company’s Board of Directors and appointed to the
Audit Committee; (ii) John M. Thornton resigned as Chief Financial Officer, to
continue as Director and Chairman of the Board for the Company; and (iii)
Tesfaye Hailemichael has been appointed as the Company’s Chief Financial
Officer.
Effective
May 23, 2005, Vinton P. Cunningham was elected to the Company’s Board of
Directors. From 1993 to 2002, Mr. Cunningham served as Chief Financial Officer
of EdVision Corporation, a privately-held developer and distributor for
educational software sold to schools and school districts for curriculum
development and assessment. The company was acquired in 2003 by John H. Harland
Company (NYSE: JH) in 2003.
Prior to
his position with EdVision, Mr. Cunningham was Chief Operating Officer and Chief
Financial Officer of Founders Club Golf Company, Chief Financial Officer and
Treasurer of Superior Farming Company, Chief Financial Officer of Rawlings
Sporting Goods Company, and Chief Financial Officer of Columbia Yacht
Corporation. He began his career as a Certified Public Accountant with Arthur
Andersen & Co. Mr. Cunningham received his Bachelor of Science in Accounting
from the University of Southern California.
Effective
May 23, 2005, Tesfaye Hailemichael was appointed as the Company’s Chief
Financial Officer. He entered into an at-will agreement with the Company under
which he will earn an annualized base salary of $165,000, which may be increased
by 5% following an initial 90 day probationary period and related performance
review. Mr. Hailemichael is also being granted options for the acquisition of
150,000 shares of the Company’s common stock subject to the terms and conditions
of the Company’s 1999 Stock Option Plan. The options are exercisable at $0.75,
which is the closing price of the Company’s common stock on the OTC Bulletin
Board as of May 23, 2005. The options will vest over a three year
period.
From
October 2003 to November 2004, Mr. Hailemichael served as Chief Financial
Officer of Maxwell Technologies, Inc. (NASDAQ: MXWL), a leading designer and
distributor of energy storage and micro-electronic products, where he was
responsible for financial planning, public reporting, accounting, bank
relations, Sarbanes-Oxley compliance, foreign currency management, subsidiary
transactions and information technology.
From 2001
to 2003, Mr Hailemichael served as the Chief Financial Officer of Raidtec Ltd.,
a private company that specialized in high performance, high availability
computer data storage systems organizations, and which was acquired by Plasmon
(LSE: PLM), a United Kingdom based company listed on the London Stock Exchange
with development and manufacturing facilities in Europe and North
America.
Mr
Hailemichael also previously served as Executive Vice President and Chief
Financial Officer of Transnational Computer Technology, the Chief Financial
Officer of Dothill Systems (NASDAQ: HILL), and Chief Financial Officer of
Omnitec Medical Corporation. Mr. Hailemichael received his Masters degree in
Accounting from Catholic University and his Bachelor of Science in Accounting
from Bowie State College.
Item 9.01
Financial
Statements and Exhibits.
Item
9.01(c) Exhibits
Exhibit
99.1 Press
Release of the Company dated May 25, 2005.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
MITEK SYSTEMS, INC.
Date: May
25,
2005 By:
/s/
James B. DeBello
James B.
DeBello
President
and Chief Executive Officer