Attached files
| file | filename |
|---|---|
| EX-99.3 - MITEK SYSTEMS INC | v211037_ex99-3.htm |
| EX-99.1 - MITEK SYSTEMS INC | v211037_ex99-1.htm |
| EX-99.2 - MITEK SYSTEMS INC | v211037_ex99-2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
Report (Date of earliest event reported): February 7, 2011
_________________
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MITEK
SYSTEMS, INC.
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(Exact
name of registrant as specified in its charter)
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Delaware
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0-15235
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87-0418827
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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8911
Balboa Avenue, Suite B, San Diego, California
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92123
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (858)
503-7810
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:
|
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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-1-
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
January 14, 2011, James DeBello, president, chief executive officer and a
director of the of the Company, and John Thornton, the chairman of the board of
directors, informed Michael Bealmear, a member of the board of directors of
the Company, that the board had determined that he would not be one of the
board's nominees at the upcoming annual meeting of stockholders. The board
instead nominated a candidate with extensive banking and payments industry
expertise, based on his wealth of business and strategic experience in the very
sectors of the markets which are the focus of the Company and its marketing
efforts. The nominee is an experienced and well regarded independent
director, currently serving in such capacities for five public companies,
current Chairman of a prominent bank, and former CEO of a prominent credit card
payments company.
On
January 21, 2011 Mr. DeBello corresponded with Mr. Bealmear, regarding the board
of director's determination to nominate a new director, and thanking Mr.
Bealmear for his service.
On
January 26, 2011, Mr. Bealmear, through his personal counsel, corresponded with
the Company's counsel enclosing a draft of a letter that Mr. Bealmear was
considering sending to Messrs. DeBello and Thornton. Mr. Bealmear's
counsel requested that the Company contact him by February 2, 2011, if the
Company wanted to discuss the letter. The Company's board of directors
determined not to reconsider their decision regarding Mr. Bealmear's nomination,
and determined not to negotiate any separation agreement with Mr.
Bealmear.
In a
letter dated February 7, 2011, Mr. Bealmear notified Mr. DeBello and Mr.
Thornton, of his resignation as a director effective as of the close of business
on February 18, 2011. In addition to his position as a director of the
Company, Mr. Bealmear is currently a member of the Company's audit committee and
compensation committee of the board of directors.
In his
letter, Mr. Bealmear states that he is resigning as a director because he
disagrees with the Company's decision not to nominate him as a candidate for
director at the annual meeting of Company shareholders which is set for
9:00 a.m. on February 23, 2011. Mr. Bealmear asserts that (i) the
Company's decision not to nominate him as a candidate for director was an act of
retaliation for his opposition to a stock option award that was approved by the
other members of the Compensation Committee and issued to Mr. DeBello in
November 2010, (ii) that he did not receive notice of the meeting at which the
compensation committee approved the option grant, and (iii) the board lacks
sufficient independence.
The
Company strongly disagrees with each of Mr. Bealmear’s assertions.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d)
Exhibits
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Exhibit
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Description
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99.1
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Letter
from the registrant to Michael Bealmear dated January 21,
2011.
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99.2
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Email
from counsel to Michael Bealmear to the registrant's counsel dated January
26, 2011
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99.3
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Letter
from Michael Bealmear to James DeBello and John Thornton dated February 7,
2011.
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-2-
SIGNATURE
Pursuant
to the requirement of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned there unto
duly authorized.
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Dated:
February 11, 2011
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MITEK
SYSTEMS, INC.
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By:
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/s/ James B. DeBello
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James
B. DeBello
President
and Chief Executive Officer
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-3-