As filed with the Securities and Exchange Commission on November 12, 2010

Registration No. 333-23707
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
 
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

 
MITEK SYSTEMS, INC.
(Exact name of registrant as specified in its charter)

Delaware
  
87-0418827
(State or other jurisdiction of
incorporation or organization)
  
(I.R.S. Employer
Identification No.)

8911 Balboa Ave, Suite B
San Diego, California
92123
(Address of Principal Executive Offices)
(Zip Code)

1996 Stock Option Plan
(Full title of the plans)

 
James B. DeBello
President, Chief Executive Officer and Chief Financial Officer
Mitek Systems, Inc.
8911 Balboa Ave, Suite B
San Diego, CA 92123
(Name and Address of Agent for Service)

(859) 503-7810
(Telephone Number, Including Area Code, of Agent for Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o
Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)
Smaller reporting company x
 
 
TERMINATION OF REGISTRATION
 
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-8 (Registration No. 333-23707) (the "Registration Statement") of Mitek Systems, Inc. ("Mitek"). In accordance with an undertaking made by Mitek in the Registration Statement to remove from registration, by means of a post–effective amendment, any shares of its common stock which remain unsold at the termination of the offering, Mitek hereby removes from registration all shares of its common stock registered under the Registration Statement that remain unsold as of the date hereof.
 

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SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, in the State of California on November 12, 2010.
 
  Mitek Systems, Inc.  
       
 
By:
/s/ James B. DeBello,  
    James B. DeBello,  
   
President, Chief Executive Officer and
Chief Financial Officer
  
       
 
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
 
Signature
  
Title
  
Date
         
/s/ John M. Thornton
     John M. Thornton
  
Chairman of the Board and Director
  
November 12, 2010
         
/s/ James B. DeBello
     James B. DeBello
  
President, Chief Executive Officer, Chief Financial Officer and Director
  
November 12, 2010
       
 
/s/ Gerald I. Farmer
  
Director
  
November 12, 2010
 Gerald I. Farmer
        
       
 
/s/ Michael W. Bealmear
  
Director
  
November 12, 2010
  Michael W. Bealmear
        
         
/s/ Sally B. Thornton
  
Director
  
November 12, 2010
 Sally B. Thornton
        
       
 
/s/ William P. Tudor
  
Director
  
November 12, 2010
  William P. Tudor
        
         
/s/ Vinton P. Cunningham
  
Director
  
November 12, 2010
  Vinton P. Cunningham
        

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