-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WIL56S0DBdfUj02Zul/Kl4oKOr8bHZl6mwaOT42b0QyJ7/VIEvtB6sRsiBnQ+lkV gN4S181sTpFvuobsEK0xiA== 0000933422-97-000004.txt : 19971113 0000933422-97-000004.hdr.sgml : 19971113 ACCESSION NUMBER: 0000933422-97-000004 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19971113 SROS: NONE GROUP MEMBERS: COLMAN, SCHMITT, NEIGHBORS, GROUP MEMBERS: DAHL JAMES H GROUP MEMBERS: JULIAN, DAHL, MILLER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MITEK SYSTEMS INC CENTRAL INDEX KEY: 0000807863 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 870418827 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-39395 FILM NUMBER: 97715148 BUSINESS ADDRESS: STREET 1: 10070 CARROLL CANYON RD CITY: SAN DIEGO STATE: CA ZIP: 92131 BUSINESS PHONE: 6196355900 MAIL ADDRESS: STREET 1: 10700 CARROLL CANYON RD CITY: SAN DIEGO STATE: CA ZIP: 92131 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DAHL JAMES H CENTRAL INDEX KEY: 0000933422 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1200 RIVERPLACE BOULEVARD SUITE 902 CITY: JACKSONVILLE STATE: FL ZIP: 32207 BUSINESS PHONE: 9043939020 MAIL ADDRESS: STREET 2: 1200 RIVERPLACE BLVD SUITE 902 CITY: JACKSONVILLE STATE: FL ZIP: 32207 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 MITEK SYSTEMS, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 606710-200 (CUSIP Number) THOMAS F. HYDE DANIEL S. KREBS THE HYDE LAW CORPORATION ONE MARITIME PLAZA, SUITE 1600 SAN FRANCISCO, CA 94111 (415) 392-0215 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) OCTOBER 15, 1997 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box . Page 1 of 5 Pages CUSIP NO. 606710-200 SCHEDULE 13D PAGE 2 OF 5 PAGES 1. NAME OF REPORTING PERSON, S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON JAMES H. DAHL, ###-##-#### 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA 7. SOLE VOTING POWER 695,000 8. SHARED VOTING POWER NONE 9. SOLE DISPOSITIVE POWER 695,000 10. SHARED DISPOSITIVE POWER NONE 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 695,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.5%; THE GROUP COLLECTIVELY HOLDS 23.0% 14. TYPE OF REPORTING PERSON IN Page 3 of 5 Pages STATEMENT FOR SCHEDULE 13D Reporting Person - James H. Dahl Item 1. Security and Issuer. Security: Common Stock Issuer: Mitek Systems, Inc. ("Mitek") 10070 Carroll Canyon Road San Diego, California 92131 Item 2. Identity and Background. (a) Name of Person Filing: James H. Dahl (b) Address: 1200 Riverplace Blvd., Suite 902 Jacksonville, Florida 32207 (c) Principal Occupation: President of James Dahl & Co., a private merchant bank. 1200 Riverplace Blvd., Suite 902 Jacksonville, Florida 32207 (d) Criminal Proceedings: During the last five years, the Reporting Person has not been convicted in any criminal proceeding. (e) Civil Proceedings: During the last five years, the Reporting Person has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Citizenship: USA Item 3. Source and Amount of Funds or Other Consideration. The source of funds will be personal funds. Item 4. Purpose of Transaction. The Reporting Person is acquiring the shares of common stock and options to purchase such shares for investment purposes. The Reporting Person has received a covenant from the optionor of the common stock to use his best efforts to cause Mitek to conduct a search for a new CEO and to reconstitute the company's Board of Directors. Page 4 of 5 Pages Item 5. Interest in Securities of the Issuer. (a) The Reporting Person is the beneficial owner of 695,000 shares of Mitek. These securities constitute 6.5% of such company's outstanding common stock. The Reporting Person has acquired these securities as a group together with the following persons: Edmund R. Miller James M. Julian James Milne Neighbors Robert S. Colman Trust James S. Schmitt Together, the group owns or will own an aggregate of 2,477,500 shares of the common stock of Mitek, which constitutes 23.0% of the outstanding shares of common stock. Of the total number of shares, the group holds 1,700,000 shares pursuant to options and 777,500 as the record owners. To the extent required by this item, the Reporting Person hereby incorporates the responses to Item 5 of the Schedule 13D filed for each of the other members of the group. (b) The Reporting Person has sole power to vote or to direct the vote and sole power to dispose or to direct the disposition of all of the 695,000 shares described above. (c) The Reporting Person was not a party to any transactions involving the common stock of Mitek during the past sixty days. (d) No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of common stock. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. As described in Item 5 above, the Reporting Person is a member of the group that has acquired options to purchase an aggregate of 1,700,000 shares of the common stock of Mitek from the John M. and Sally B. Thornton Family Trust. Mr. Thornton is currently the chairman of the board of Mitek. The Stock Option Agreement entered into by the parties is attached to this statement as Exhibit A. Item 7. Material to be Filed as Exhibits. The Stock Option Agreement dated as of October 13, 1997 between the Reporting Person and other members of the group and the optionor is attached to this statement as Exhibit A. Page 5 of 5 Pages Signature. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: October 21, 1997 Signature James H. Dahl EX-99 2 EXHIBIT A TO SCHEDULE 13D - STOCK OPTION AGREEMENT PAGE 1 OF 8 PAGES EXHIBIT A TO SCHEDULE 13D STOCK OPTION AGREEMENT This STOCK OPTION AGREEMENT (the "Agreement") is entered into and effective as of October 15, 1997 between Robert S. Colman Trust, James H. Dahl, James S. Schmitt, Edmund R. Miller, James M. Julian, and James Milne Neighbors (individually an "Optionee" or collectively "Optionees") and John M. and Sally B. Thornton Family Trust ("Optionor"). R E C I T A L S A. Optionor is the beneficial owner of no less than 1,700,000 shares of the common stock (the "Shares") of Mitek Systems Inc., a Delaware corporation ("Mitek"). John M. Thornton, a trustor of optionor is currently the chairman of the board and one of the founders of Mitek, which is a publicly traded company listed on NASDAQ. B. Optionees will provide consulting services to Optionor concerning alternative approaches to raising capital and the impact of those approaches on Optionor's equity position in Mitek and related financial and business matters. Colman will also consider serving as a member of the board of directors of Mitek. C. Optionor desires to grant Optionees certain options to acquire the Shares. In consideration of the foregoing and the mutual covenants and agreements by the parties contained herein, the parties agree as follows: 1. Grant of Option. Subject to the terms and conditions hereof, Optionor hereby grants to Optionees the following options to purchase shares of the common stock of Mitek held by Optionor: (a) An option to purchase up to 1,000,000 shares at an exercise price of $1.00 for each share ("Option 1"); and (b) An option to purchase up to 700,000 shares at an exercise price of $1.50 for each share ("Option 2"). Option 1 and Option 2 shall be collectively referred to herein as the "Options." The percentage interest of each Optionee in the Options is set forth on Exhibit A attached hereto and incorporated herein by this reference. 2. Term. The term of Option 1 commences on the date hereof and expires as of 11:59 a.m. on April 15, 1998. The term PAGE 2 OF 8 PAGES of Option 2 commences on the date hereof and expires as of 11:59 a.m. on the first anniversary of this Agreement. 3. Exercise of Option. (a) Each of the Options shall be exercisable during their respective terms by written notice delivered to Optionor (the "Notice") by Optionees individually or collectively as a group. Each individual Optionee shall be entitled to exercise options to purchase such number of the total options subject to this Agreement based on the percentages set forth on Exhibit A; provided, however, an Optionee may assign his or its right to the Options to another Optionee. Each Notice shall state the election to exercise the particular option, the option exercise price, the number of shares in respect of which the option is being exercised for each Optionee, and such other representations and agreements as to Optionee's investment intent with respect to such shares of common stock as may be reasonably required by Mitek to comply with federal and state securities laws. The Options shall be deemed to be exercised upon receipt by Optionor of such written notice accompanied by payment via cash or check for the exercise price. The Options may not be exercised for less than an aggregate of 10,000 shares in any one transaction. (b) Upon receipt of the Notice(s), Optionor shall cause to be transferred such number of shares as are set forth in the Notice. The shares that are the subject of the Notice shall be unrestricted shares of common stock of Mitek freely transferable pursuant to the rules and regulations of NASDAQ or any other exchange upon which the shares of Mitek are traded, subject only to the restrictions of Rule 144 of the Securities Act of 1933, as amended (the "Act"). 4. Representations and Warranties of Optionor. Optionor hereby represents and warrants as follows: (a) Optionor is the record and beneficial owner of the Shares as set forth on the books and records of Mitek, free and clear of all liens, claims, charges, restrictions, security interests, proxies, pledges or encumbrances of any kind. (b) Optionor has the full right, power, authority and capacity to enter into this Agreement, to grant the Options, and to sell and transfer to Optionees the Shares as contemplated herein. (c) Upon exercise of any of the Options, Optionees will obtain full title to the Shares, free and clear of all liens, claims, charges, restrictions, security interests, proxies, pledges or encumbrances of any kind, except for the restrictions of Rule 144 of the Act. (d) This Agreement constitutes a legal, valid and PAGE 3 OF 8 PAGES binding agreement of Optionor enforceable in accordance with its terms. (e) There are no claims, actions, suits, proceedings or investigations pending or threatened against Optionor or the Shares at law or in equity, and Optionor does not know or have any reason to know of any basis for any such claim, action, suit, proceeding or investigation. (f) Optionor will use his best efforts to cause Mitek to conduct a search for and employ a new chief executive officer and to reconstitute its board of directors. (g) Neither this Agreement nor any documents filed of record by Mitek with the Securities and Exchange Commission contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or herein or necessary to make the statements and information contained herein or therein not misleading as of the date thereof and as of the date of this Agreement. 5. Representations and Warranties of Optionees. Each Optionee hereby represents and warrants severally, and not jointly, as follows: (a) Optionee is aware of Mitek's business affairs and financial condition and has acquired sufficient information about Mitek to reach an informed and knowledgeable decision to acquire the Options. Optionee is acquiring the Options and the shares subject thereto for investment for Optionee's own account and not with the view to, or for resale in connection with, any "distribution" thereof within the meaning of the Act. (b) Each Optionee (i) has substantial investment experience; (ii) has such knowledge and experience in financial and business matters that makes Optionee capable of evaluating the merits and risks of the investment contemplated hereby; (iii) is financially capable of undertaking the risks inherent in the proposed acquisition of the Options and the purchase of the Shares; (iv) qualifies as an "accredited investor" as defined under Regulation D of the Act. (c) Optionee understands that the Shares must be held indefinitely unless subsequently registered under the Act and registered or qualified under applicable state securities laws or unless an exemption from such registration and qualification is applicable to any subsequent transfer. Optionees will not sell or transfer the Shares without registration under the Act and registration or qualification under applicable state securities laws, unless exempt therefrom. Optionee understands that Mitek has no present plans for PAGE 4 OF 8 PAGES registration or for qualification of the Shares and that Mitek has no obligation to register or to qualify the Shares for any future sale or transfer by Optionees. (d) Optionee is aware of the terms of Rule 144 adopted by the Securities and Exchange Commission under the Act, relating to the conditions under which "restricted securities" (which term may include the Shares) may be transferred without registration under the Act. Optionee understands that any future sale or transfer of the Shares may require compliance with Rule 144. (e) Notwithstanding the foregoing, Optionee understands that certain shares of Mitek have been registered under the Act and are publicly traded on NASDAQ. 6. Covenant By Optionor; Stock Legend. Optionor hereby covenants and agrees that from and after the date hereof, he shall retain full and unrestricted ownership of such number of shares of common stock of Mitek so as to comply in full with the terms and conditions of this Agreement. In addition, until the first anniversary of this Agreement, Optionor shall not sell, hypothecate, or otherwise transfer or agree to transfer any shares of Mitek without the prior written consent of Optionees. Within fifteen business days of the date hereof, Optionor shall deliver stock certificates that evidence the Shares to Mitek's legal counsel, and such certificates shall be endorsed with the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS AND A PURCHASE OPTION IN FAVOR OF CERTAIN PARTIES TO A STOCK OPTION AGREEMENT DATED OCTOBER 15, 1997, A COPY OF WHICH IS IN THE POSSESSION OF THE HOLDER OF THIS CERTIFICATE AND IS ON FILE AT THE HEADQUARTERS OF THE COMPANY. 7. Consulting Services. Robert S. Colman ("Colman") shall provide to Optionor up to 10 hours of advice regarding the financing of and capital raising for Mitek, the organization and structure of Mitek, and such other business and similar financial matters that concern or relate to Optionor's equity position in Mitek. Except for the Options granted herein or as may be agreed to by the parties in writing, Colman shall not be entitled to any compensation or fees for such consulting services. If the services have not been provided within three months of the date of this Agreement, the obligation to provide such consulting services may be terminable for any or no reason upon thirty (30) days written notice by either party. 8. Adjustment for Stock Split. All references to the number of shares and the purchase price of the shares subject to PAGE 5 OF 8 PAGES the Options shall be appropriately adjusted to reflect any stock split, stock dividend or other change in the Shares which may be made by Mitek after the date of this Agreement. 9. General Provisions. (a) This Agreement shall be governed by the laws of the State of California. This Agreement represents the entire Agreement between the parties with respect to the grant of the Options by Optionor and may only be modified or amended in a writing signed by all parties hereto. (b) This Agreement will inure to the benefit of and be binding upon and enforceable against the parties and their successors, assigns, and transferees including the administrators, executors, representatives, heirs, legatees and pledgees holding the Shares as collateral. Any transfer by Optionees is subject to the prior approval of all Optionees. (c) No waiver by any party hereto of any condition or of any breach of any provision of this Agreement shall be effective unless in writing and signed by each party hereto. (d) Any dispute or claim in law or equity arising out of this Agreement or any transaction resulting from this Agreement shall be decided by neutral binding arbitration in accordance with the rules of the American Arbitration Association, and not by court action except as provided by California law for judicial review of arbitration proceedings. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The parties shall have the right to discovery in accordance with Code of Civil Procedure Section 1283.05 in connection with any arbitration proceeding held hereunder. The filing of a judicial action for an order of attachment, an injunction, or other provisional remedies, shall not constitute a waiver of the right to arbitrate under this provision. (e) If any legal action or any arbitration or other proceeding is brought for the enforcement or interpretation of this Agreement or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney's fees and other costs incurred in any such action or proceeding, in addition to any other relief to which it or they may be entitled. PAGE 6 OF 8 PAGES (f) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. (g) All notices and other communications provided for in this Agreement shall be in writing and shall be deemed delivered on the date of personal delivery, or the next business day if sent by recognized overnight courier, or on the third business day after the postmark when sent by United States Certified Mail, Return Receipt Requested, addressed as follows: Optionor: John M. Thornton 10070 Carroll Canyon San Diego, California 92131 Optionees: Robert S. Colman One Maritime Plaza, Suite 2535 San Francisco, California 94111 or to such other address or to the attention of such other person as the recipient person has previously furnished to the other party in writing in accordance with this subsection. (h) Whenever possible, each provision of the Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. The parties have executed this Agreement and it shall be effective as of the date and year first above written. OPTIONOR: OPTIONEES: The John M. And Sally B. Robert S. Colman Trust Thornton Family Trust By: Signature By: Signature John M. Thornton, Trustee Robert S. Colman, Trustee [Continued on next page] PAGE 7 OF 8 PAGES Signature James H. Dahl Signature James S. Schmitt Signature Edmund R. Miller Signature James M. Julian Signature James Milne Neighbors [End of Signature Pages] PAGE 8 OF 8 PAGES Exhibit A Schedule of Optionees Optionee Percentage Interest Robert S. Colman Trust 25% James H. Dahl 25% James S. Schmitt 25% Edmund R. Miller 15% James M. Julian 5% James Milne Neighbors 5% -----END PRIVACY-ENHANCED MESSAGE-----