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: FEBRUARY 2, 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 February 2, 2004. ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION On February 2, 2004, Mitek Systems, Inc. issued a press release announcing financial results for the first quarter ended December 31, 2003. 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: February 2, 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 FEBRUARY 2, 2004.

                                                                    Exhibit 99.1

          Mitek Systems Announces Fiscal First Quarter 2004 Results

    POWAY, Calif., Feb. 2 /PRNewswire-FirstCall/ -- Mitek Systems, Inc.
(Nasdaq: MITK), a leading developer of fraud protection, automated check
imaging and document processing solutions, today announced financial results
for the fiscal first quarter of 2004 ended December 31, 2003.
    Net sales for the first quarter were $1.7 million, compared with
$3.0 million in the same quarter last year and $1.7 million in the fourth
quarter of fiscal 2003.
    Gross margin for the fiscal first quarter of 2004 was 56 percent, compared
with 78 percent for the same quarter last year and 40 percent in the fourth
quarter of fiscal 2003.  Hardware sales as a percentage of total revenues
increased year-over-year, which resulted in a lower gross margin.
    Due to the implementation of strict cost control measures, total costs and
expenses, excluding cost of sales, were $2.0 million, or 120 percent of net
sales, for the first quarter of fiscal 2004.  This was a decrease from $2.3
million, or 77 percent of net sales, for the same quarter last year and $2.3
million, or 135 percent of net sales, for the fourth quarter of fiscal 2003.
    Mitek reported a fiscal first quarter 2004 net loss of $(1.1) million, or
$(0.10) per basic and diluted share, compared with a net income of $61,000, or
$0.01 per basic and diluted share, for the same fiscal quarter of last year.
Sequentially, the Company narrowed its net loss from $(1.6) million, or
$(0.15) per basic and diluted share, for the fourth quarter of fiscal 2003 as
it continues to execute its ongoing plan aimed at returning to profitability.
    As of December 31, 2003, the Company had working capital of approximately
$1.4 million and stockholders' equity of $1.6 million.  The Company ended the
first quarter with no bank borrowings and cash totaling $1.5 million.
    Commenting on the first quarter results, Mitek's President and CEO James
B. DeBello said, "Although we have enacted strict cost reduction measures, we
remain fully equipped to execute our growth plan and remain committed to our
flagship products, including CheckQuest(R), our recognition engines and our
innovative fraud solutions.  We experienced a difficult quarter as bookings
came in below expectations.  While recent economic news point to improvement
in some segments of the technology sector, we have not yet seen increased
demand for our recognition engines and image-based solutions, nor increased
spending by our core base of regional and community banks."
    DeBello continued, "We remain confident that the passage of the Check 21
legislation will be a catalyst to sales growth.  However, there remains much
uncertainty in the banking industry on how to comply with this law.  Many
community banks, in addition to our current and prospective technology
partners, are still in the information gathering stage and continue to delay
purchase decisions."
    "In spite of this, we are confident that we are well positioned to take
advantage of new market opportunities emerging from Check 21 as they relate to
our products," DeBello added.  "We expect this legislation to drive demand for
our core imaging technology and solutions beyond the back office where they
are deployed today, and into branch teller systems, ATMs and ultimately point-
of-sale equipment."
    "Although we had a challenging first quarter, we believe that our
performance will improve for a number of reasons.  First, we completed our
first installation of a new fraud solution at Wachovia Treasury Services last
quarter, and we are on schedule with the development of other new fraud
protection products for the banking industry.  Second, we believe that our
recently announced alliance with SOFTPRO North America to combine our
technologies into a comprehensive fraud prevention toolkit increases our
selling opportunities to larger sized financial institutions.  Finally, we
continue to take steps to grow our indirect sales channels and improve our
operating efficiency.  We are committed to growing our current product lines,
rebuilding our sales momentum and ensuring the long-term success of Mitek,"
concluded 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 first quarter 2004 operating performance.  The conference call,
featuring President and CEO James B. DeBello and Chairman and CFO John M.
Thornton, can be accessed live via the Internet at www.miteksys.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, the Webcast replays will be
available for 90 days, or an audio replay will be available through February
9, 2004, by calling 800-405-2236 (303-590-3000 for international callers) and
entering the passcode 568632.

    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, check, 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 us at 14145 Danielson Street, Suite B, Poway, CA
92064; 858-513-4600 or visit our Web site at www.miteksys.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 General Information, Linda
Chien, +1-310-407-6547, or Investors, Jocelyn Hunter, +1-415-248-3433, both of
Financial Relations Board, for Mitek Systems, Inc.


                               Mitek Systems, Inc.
                             Statements of Operations
                                   (Unaudited)

                                                     THREE MONTHS ENDED
                                                        December 31,
                                                     2003           2002

    NET SALES                                     $1,695,000     $2,971,000

    COSTS AND EXPENSES
      Cost of sales                                  743,000        640,000
      Operations                                     361,000        463,000
      Selling and marketing                          627,000        828,000
      Research and development                       509,000        572,000
      General and administrative                     539,000        405,000

      Total costs and expenses                     2,779,000      2,268,000

    OPERATING INCOME (LOSS)                       (1,084,000)        63,000

      Interest and other income (expense) - net       10,000         (1,000)

    INCOME (LOSS) BEFORE INCOME TAXES             (1,074,000)        62,000

    PROVISION FOR INCOME TAXES                         3,000          1,000

    NET INCOME (LOSS)                            $(1,077,000)       $61,000

    NET INCOME (LOSS) PER SHARE - BASIC
     AND DILUTED                                      $(0.10)         $0.01

    WEIGHTED AVERAGE NUMBER OF COMMON
     SHARES OUTSTANDING - BASIC                   11,264,356     11,138,772

    WEIGHTED AVERAGE NUMBER OF COMMON
     SHARES AND COMMON SHARE
     EQUIVALENTS OUTSTANDING - DILUTED            11,264,356     11,257,380


                               Mitek Systems, Inc.
                             Condensed Balance Sheets
                                   (Unaudited)

                                                 December 31,  September 30,
                                                     2003           2003
    ASSETS

    Current assets                                $3,601,000     $5,043,000
    Property and equipment - net                     280,000        321,000
    Other assets                                     223,000        280,000

    TOTAL ASSETS                                  $4,104,000     $5,644,000

    LIABILITIES AND STOCKHOLDERS' EQUITY

    Current liabilities                           $2,155,000     $2,702,000
    Long term liabilities                            328,000        369,000
    Total liabilities                              2,483,000      3,071,000

    Stockholders' equity:
      Common stock                                    11,000         11,000
      Additional paid-in capital                   9,453,000      9,328,000
      Accumulated deficit                         (7,843,000)    (6,766,000)
    Total stockholders' equity                     1,621,000      2,573,000

    TOTAL LIABILITIES AND
     STOCKHOLDERS' EQUITY                         $4,104,000     $5,644,000

SOURCE  Mitek Systems, Inc.
    -0-                             02/02/2004
    /CONTACT:  James B. DeBello, President and CEO of Mitek Systems, Inc.,
+1-858-513-4600; or General Information, Linda Chien, +1-310-407-6547, or
Investors, Jocelyn Hunter, +1-415-248-3433, both of Financial Relations Board,
for Mitek Systems, Inc./
    /Company News On-Call:  http://www.prnewswire.com/comp/135265.html /
    /Web site:  http://www.fulldisclosure.com /
    /Web site:  http://www.miteksys.com /
    (MITK)

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