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: MAY 4, 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 May 4, 2004. ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION On May 4, 2004, Mitek Systems, Inc. issued a press release announcing financial results for the second quarter ended March 31, 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: May 4, 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 MAY 4, 2004.

                                                                    Exhibit 99.1

          Mitek Systems Announces Fiscal 2004 Second Quarter Results

    POWAY, Calif., May 4 /PRNewswire-FirstCall/ -- Mitek Systems, Inc.
(Nasdaq: MITK), a leading developer of check fraud protection, automated check
imaging and document processing solutions, today announced financial results
for the second quarter of fiscal 2004 ended March 31, 2004.
    Net sales improved sequentially in the second quarter of fiscal 2004 to
$2.0 million, from $1.7 million in the first quarter of fiscal 2004.  Net
sales in the second quarter of fiscal 2003 were $3.9 million.
    Gross margin for the second quarter of fiscal 2004 was 61 percent,
compared to 53 percent in the first quarter of fiscal 2004 and 62 percent for
the second quarter of fiscal 2003.  The sequential increase in gross margin
was due to an increase in software sales as a percentage of overall revenue.
    During the second quarter of fiscal 2004, total costs and expenses,
excluding cost of sales, were $2.1 million, or 102 percent of net sales,
compared to $2.0 million, or 120 percent of sales in the first quarter of
fiscal 2004, and $2.4 million, or 61 percent of net sales, for the fiscal 2003
second quarter.  Costs as a percentage of revenue declined significantly
sequentially and were $300,000 less when compared to the same quarter in the
prior fiscal year.  Mitek narrowed its sequential net loss to $(816,000), or
$(0.07) per basic and diluted share, in the second quarter of fiscal 2004,
compared with a net loss of $(1.1) million, or $(0.10) per basic and diluted
share, in the first quarter of fiscal 2004.  Net income in the fiscal 2003
second quarter was $26,000, or $0.00 per basic and diluted share.
    As of March 31, 2004, the Company had working capital of approximately
$810,000 and stockholders' equity of $895,000.  The Company ended the second
quarter with no bank borrowings.
    "Despite these challenging times, we believe we're taking the right steps
to position Mitek for future growth, subject of course, to our ability to
obtain additional capital for our operations," said Mitek's President and CEO
James B. DeBello.  "Over the last three quarters, we have narrowed our net
loss by 49 percent, and have seen quarterly improvement in our revenue
position.  We have implemented strict cost control measures to improve our
financial position and are in earnest discussions to secure investments from
several capital providers.
    "During the second quarter we made important progress, signing an OEM
agreement with Alogent, a financial services technology company that provides
payment processing solutions to banks.  As a result of the agreement, we
expect that our advanced recognition software tools will be integrated with
Alogent's Sierra suite of payment transaction processing products and teller
systems, the demand for which, we think, has been stimulated by the recently
passed Check 21 legislation," continued Mr. DeBello.
    "As we position the company for long-term growth, we're continuing to
devote appropriate resources to the development of sophisticated diagnostic
tools that detect and prevent check fraud.  During the quarter we introduced
the PADsafe toolkit to help banks identify and detect fraudulent preauthorized
drafts (PADs) and implemented the FraudProtect toolkit, the first product of
its kind to utilize imaged-based characteristics to detect fraud and check
forgery attempts.  PADsafe and FraudProtect are currently being tested by one
of the world's largest financial services companies.  In addition, we have
begun internal testing on an innovative, turn-key diagnostic solution for the
detection of check fraud that we have developed for mid-tier and community
banks.
    "We remain dedicated to continuing our high level of customer support and
committed to delivering innovative solutions to our customers," 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 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.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, the Webcast replays will be
available for 90 days, or an audio replay will be available through May 11,
2004, by calling 800-405-2236 (303-590-3000 for international callers) and
entering the passcode 578104.

    About Mitek Systems
    Mitek Systems is a premier provider of imaging, item processing, and 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.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, general information, Laurie
Berman of Financial Relations Board, +1-310-407-6546, for Mitek Systems, Inc.


                             Mitek Systems, Inc.
                           Statements of Operations
                                 (Unaudited)

                           THREE MONTHS ENDED          SIX MONTHS ENDED
                               March 31,                  March 31,
                            2004        2003          2004        2003

    NET SALES             $2,018,000   $3,858,000   $3,713,000   $6,829,000

    OPERATING COSTS
     AND EXPENSES
      Cost of sales          780,000    1,467,000    1,522,000    2,107,000
      Operations             378,000      397,000      739,000      860,000
      Selling and Marketing  495,000      979,000    1,122,000    1,807,000
      Research and
       Development           658,000      552,000    1,167,000    1,124,000
      General and
       administrative        520,000      434,000    1,060,000      838,000

      Total costs and
       expenses            2,831,000    3,829,000    5,610,000    6,736,000

    OPERATING INCOME
     (LOSS)                 (813,000)      29,000   (1,897,000)      93,000

      Interest and
       other (income)
       expense - net          (3,000)       6,000        7,000        4,000

    INCOME (LOSS)
     BEFORE INCOME TAXES    (816,000)      35,000   (1,890,000)      97,000

    INCOME TAX EXPENSE
     (BENEFIT)                    --        9,000       (3,000)      10,000

    NET INCOME (LOSS)      $(816,000)     $26,000  $(1,893,000)     $87,000

    EARNINGS (LOSS)
     PER SHARE - BASIC        ($0.07)       $0.00       ($0.17)       $0.01

    WEIGHTED AVERAGE
     NUMBER OF COMMON
     SHARES OUTSTANDING
     - BASIC              11,369,942   11,138,772   11,316,861   11,138,772


    EARNINGS (LOSS)
     PER SHARE - DILUTED      ($0.07)       $0.00       ($0.17)       $0.01

    WEIGHTED AVERAGE
     COMMON SHARES AND
     COMMON SHARE
     EQUIVALENTS
     OUTSTANDING -
     DILUTED              11,369,942   11,208,258   11,316,861   11,205,143


                             Mitek Systems, Inc.
                           Condensed Balance Sheets
                                 (Unaudited)

                                                  March 31,    September 30,
                                                     2004           2003
    ASSETS

    Current assets                                $3,496,000     $5,043,000
    Property and equipment - net                     242,000        321,000
    Other assets                                     157,000        280,000

    TOTAL ASSETS                                  $3,895,000     $5,644,000

    LIABILITIES AND STOCKHOLDERS' EQUITY

    Current liabilities                           $2,686,000     $2,702,000
    Long term liabilities                            314,000        369,000
    Total liabilities                              3,000,000      3,071,000

    Stockholders' equity:
    Common stock                                      11,000         11,000
    Additional paid-in capital                     9,543,000      9,328,000
     (Accumulated deficit)                        (8,659,000)    (6,766,000)
    Total stockholder's equity                       895,000      2,573,000

    TOTAL LIABILITIES AND
    STOCKHOLDERS' EQUITY                          $3,895,000     $5,644,000


SOURCE  Mitek Systems, Inc.
    -0-                             05/04/2004
    /CONTACT:  James B. DeBello, President and CEO of Mitek Systems, Inc.,
+1-858-513-4600; or, general information, Laurie Berman of Financial Relations
Board, +1-310-407-6546, 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.miteksystems.com /
    (MITK)

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