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: AUGUST 9, 2004

                         Commission File Number: 0-15235

                               MITEK SYSTEMS, INC.

             (Exact name of Registrant as specified in its charter)

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

                         14145 DANIELSON STREET, SUITE B
                                 POWAY, CA 92064
                    (Address of principal executive offices)

                                 (858) 513-4600
              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE
          (Former name or former address, if changed since last report)

ITEM 7(c). EXHIBITS 99.1 Press release dated August 9, 2004. ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION On August 9, 2004, Mitek Systems, Inc. issued a press release announcing financial results for the third quarter ended June 30, 2004. A copy of the release is attached as Exhibit 99.1 and incorporated by reference herein. The information in this Form 8-K and the Exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, regardless of any general incorporation language in such filing.

SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MITEK SYSTEMS, INC. Date: August 9, 2004 By: /s/ John M. Thornton ------------------------ John M. Thornton Chairman of the Board of Directors and Chief Financial Officer

INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION - ------- ----------- 99.1 PRESS RELEASE DATED AUGUST 9, 2004.

                                                                    Exhibit 99.1

          Mitek Systems Announces Fiscal 2004 Third Quarter Results

    POWAY, Calif., Aug. 9 /PRNewswire-FirstCall/ -- Mitek Systems, Inc.
(OTC Bulletin Board: MITK), a leading developer of fraud protection and
image-based recognition technologies, today announced financial results for
the fiscal 2004 third quarter ended June 30, 2004.
    Net sales in the third quarter of fiscal 2004 were $987,000 compared to
$3.0 million in the year-ago period.  During the third quarter of fiscal 2004,
total costs and expenses, excluding cost of sales, were $2.0 million compared
to $2.6 million during the same period last year.  Net loss for the third
quarter of fiscal 2004 was $(1.4) million, or $(0.13) per basic and diluted
share, compared with a net loss of $(953,000), or $(0.09) per basic and
diluted share, in the third quarter of fiscal 2003.
    As of June 30, 2004, Mitek had working capital of approximately
$2.2 million and a stockholders' deficit of $5,000.  The Company ended the
third quarter with no bank borrowings.
    "We have made significant progress toward recapitalizing the Company and
streamlining our business for future success," said Mitek's President and
Chief Executive Officer, James B. DeBello.  "We were successful in raising
$3.0 million in additional capital from Laurus Master Funds, LTD. ("Laurus"),
and $1.4 million from the divestiture of our CheckQuest(R) and CaptureQuest(R)
product lines.  These proceeds will be used to increase the size and
capabilities of our sales and marketing team, and will enable us to accelerate
development of advanced products.  We believe Mitek is now in a much better
position to gain traction in the marketplace."
    During June 2004, Mitek completed a $3.0 million private placement with
Laurus, a financial institution that specializes in providing capital to small
and micro capitalization companies.  Under the terms of the private placement
agreements, Mitek issued a three-year, $3.0 million secured note to Laurus,
convertible into Mitek's common stock, and a warrant to purchase up to
860,000 shares of Mitek's common stock.
    During July 2004, Mitek announced that it had sold certain assets, and
granted exclusive distribution and licensing rights related to its CheckQuest
item processing and CaptureQuest electronic document management solutions, to
Harland Financial Solutions, Inc., a wholly owned subsidiary of
John H. Harland Company (NYSE: JH).  In addition, Harland licensed from Mitek
its QuickStrokes(R) family of recognition toolkits and the QuickFX(R) Pro form
identification toolkit for use with CheckQuest and CaptureQuest.  Harland has
also agreed to be a reseller of Mitek's full line of image-based fraud
protection solutions.  The products associated with the Harland transaction
accounted for a substantial portion of the Company's losses for the current
and prior fiscal year.
    "This transaction is very important for Mitek on several fronts,"
continued Mr. DeBello.  "It will help us in our efforts to regain
profitability.  First, we significantly lowered our cost structure and expect
annualized savings of approximately $2.0 million on a go forward basis.  Next,
we are now focused more intently on providing an advanced fraud protection
solution and Check 21 capable recognition engine for financial institutions,
to capture what we believe is likely to be a key area of growth and a sizeable
future opportunity for the Company.  Finally, we've furthered our strategy of
entering into channel partnerships for the distribution of our products."
    Subsequent to the end of the quarter, Mitek announced the appointment of
Emmanuel De Boucaud as Vice President of Sales, to lead the Company's
worldwide sales operations.  Mr. De Boucaud has extensive industry experience
and a demonstrated track record of success.
    "We have many reasons to feel confident about our future prospects.
Emmanuel is working toward rebuilding our sales force to fully leverage the
opportunity before us.  We are recreating our distribution organization and
are hopeful of being increasingly accepted in the marketplace.  While we take
the next few quarters to fully develop this effort, we remain dedicated to
continuing our high level of customer support," concluded Mr. DeBello.

    Conference Call and Webcast
    Mitek Systems will host a conference call with a simultaneous Webcast
today at 11:00 a.m. Eastern (8:00 a.m. Pacific) to discuss the Company's
fiscal third quarter 2004 operating performance.  The conference call,
featuring President and CEO, James B. DeBello can be accessed live via the
Internet at www.miteksystems.com or www.fulldisclosure.com.  Please go to
either Web site at least fifteen minutes early to register, download, and
install any necessary audio software.  For those who cannot listen to the live
broadcast, a Webcast replay will be available for 90 days at
www.miteksystems.com.  An audio replay will also be available through
August 16, 2004 by calling 800-405-2236 (303-590-3000 for international
callers) and entering the passcode 11004236.

    About Mitek Systems
    Mitek Systems is a premier provider of check fraud protection solutions
for the banking industry and an established global supplier of embedded
software recognition engines.  Mitek develops recognition technology using
advanced neural networking techniques and deploys this expertise in fraud
prevention, financial document and forms processing applications.  These
applications automatically process over 8 billion documents per year for a
variety of OEMs, reseller partners and end users.  For more information about
Mitek Systems, contact the company at 14145 Danielson Street, Suite B, Poway,
CA 92064; 858-513-4600 or visit www.miteksystems.com.

    Forward-Looking Statement Disclosure
    With the exception of historical matters, the matters discussed in this
news release are forward-looking statements that involve risks and
uncertainty.  Forward-looking statements include, but are not limited to,
statements relating to the development and pace of sales of the Company's
products, expected trends and growth in the Company's results of operations,
projections concerning the Company's available cash flow and liquidity,
anticipated penetration in new and existing markets for the Company's products
and the size of such markets, anticipated acceptance of the Company's products
by existing and new customers, the ability of the Company to achieve or
sustain any growth in sales and revenue and the increase in sales
representatives and other personnel.  The Company's actual results could
differ from such forward-looking statements.  There can be no assurance that
the Company will achieve the results set forth herein.  Mitek, Mitek Systems
and CheckQuest are trademarks or registered trademarks of Mitek Systems, Inc.
All other product or company names may be trademarks or registered trademarks
of their respective holders.

    For further information, please contact:  James B. DeBello, President and
CEO of Mitek Systems, Inc., +1-858-513-4600; or Laurie Berman of Financial
Relations Board, +1-310-407-6546, for Mitek Systems, Inc.


                             Mitek Systems, Inc.
                           Statements of Operations
                                 (Unaudited)

                             THREE MONTHS ENDED         NINE MONTHS ENDED
                                  June 30,                   June 30,
                              2004         2003         2004          2003

    NET SALES               $987,000    $3,042,000   $4,700,000    $9,871,000


    COSTS AND EXPENSES
     Cost of sales           371,000     1,392,000    1,893,000     3,499,000
     Operations              326,000       432,000    1,065,000     1,292,000
     Selling and
      marketing              450,000     1,101,000    1,572,000     2,908,000
     Research and
      development            644,000       556,000    1,812,000     1,680,000
     General and
      administrative         614,000       517,000    1,673,000     1,356,000

     Total costs and
      expenses             2,405,000     3,998,000    8,015,000    10,735,000

    OPERATING LOSS        (1,418,000)     (956,000)  (3,315,000)     (864,000)

     Interest and other
      income (expense) -
      net                    (12,000)        4,000       (6,000)        7,000

    LOSS BEFORE INCOME
     TAXES                (1,430,000)     (952,000)  (3,321,000)     (857,000)

    PROVISION FOR INCOME
     TAXES                     1,000         1,000        3,000        10,000

    NET LOSS             $(1,431,000)    $(953,000) $(3,324,000)    $(867,000)


    NET LOSS PER SHARES
     - BASIC AND DILUTED      ($0.13)       ($0.09)      ($0.29)       ($0.08)

    WEIGHTED AVERAGE
     NUMBER OF COMMON
    SHARES OUTSTANDING -
     BASIC                11,389,481    11,156,437   11,340,979    11,144,660

    WEIGHTED AVERAGE
     NUMBER OF COMMON
    SHARES AND COMMON
     SHARE
    EQUIVALENTS
     OUTSTANDING -
     DILUTED              11,389,481    11,156,437   11,340,979    11,144,660


                             Mitek Systems, Inc.
                           Condensed Balance Sheets
                                 (Unaudited)

                                                 June 30,        September 30,
                                                   2004              2003

    ASSETS

    Current assets                              4,505,000         5,043,000
    Property and equipment - net                  119,000           321,000
    Other assets                                   32,000           280,000

    TOTAL ASSETS                                4,656,000         5,644,000

    LIABILITIES AND STOCKHOLDERS' EQUITY

    Current liabilities                         2,310,000         2,702,000
    Long term liabilities                       2,351,000           369,000
    Total liabilities                           4,661,000         3,071,000

    Total stockholders' equity                     (5,000)        2,573,000

    TOTAL LIABILITIES AND
      STOCKHOLDERS' EQUITY                      4,656,000         5,644,000


SOURCE  Mitek Systems, Inc.
    -0-                             08/09/2004
    /CONTACT:  James B. DeBello, President and CEO of Mitek Systems, Inc.,
 +1-858-513-4600; or Laurie Berman of Financial Relations Board,
+1-310-407-6546, for Mitek Systems, Inc./
    /Web site:  http://www.fulldisclosure.com /
    /Web site:  http://www.miteksystems.com /
    (MITK)

CO:  Mitek Systems, Inc.
ST:  California
IN:  CPR FIN OTC
SU:  ERN CCA