January
24, 2008
VIA
EDGAR
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
Attn:
Mr.
Mark P. Shuman
100
F.
St. N.E., Mail Stop 4561
Washington,
D.C. 20549
| Re: |
Mitek
Systems, Inc.
Application
for Withdrawal of Registration Statement on
Form
S-4 (Registration No. 333-138495) - Filed on November 8, 2006
|
Mr.
Shuman:
Pursuant
to Rule 477 promulgated under the Securities Act of 1933, as amended, Mitek
Systems, Inc. (the “Registrant”)
hereby
respectfully requests that its Registration Statement on Form S-4, Commission
File No. 333-138495 (the “Registration
Statement”),
and
all the amendments and exhibits thereto, be immediately withdrawn and that
an
order of the Commission granting such withdrawal be granted.
The
Registrant filed the Registration Statement on November 8, 2006, to register
up
to 51,869,458 shares of its common stock to be issued in connection with the
Registrant’s anticipated merger transaction with Parascript LLC. The Registrant
is withdrawing the Registration Statement because, as reported in the
Registrant’s Current Report on Form 8-K filed with the Commission on January 25,
2007, the agreement between the Registrant and Parascript LLC was terminated
and
will not be consummated. The Registration Statement has not become effective
and
no offers or sales have been made or will be made under the Registration
Statement.
The
Registrant also requests that, in accordance with Rule 457(p) under the
Securities Act, all fees paid to the Commission in connection with the filing
of
the Registration Statement be credited to the Registrant's account for future
use.
If
you
have any questions regarding the foregoing application for withdrawal, please
feel free to contact the Registrant's legal counsel, P. Blake Allen, Esq. at
619-744-2231.
| |
Sincerely,
Mitek
Systems, Inc.
|
| |
By:
|
/s/
Tesfaye Hailemichael
|
| |
|
Tesfaye
Hailemichael, Chief Financial Officer
|