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: JULY 29, 2003


                         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 July 29, 2003.

ITEM 9. REGULATION FD DISCLOSURE

     The information in this Form 8-K and the Exhibit attached hereto is
intended to be furnished under Item 12, Results of Operations and Financial
Condition, and is being furnished under Item 9, Regulation FD Disclosure, in
accordance with Securities and Exchange Commission Release No. 33-8216 dated
March 27, 2003.

     On July 29, 2003 Mitek Systems, Inc. issued a press release announcing
financial results for the quarter ended June 30, 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: July 29, 2003 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 JULY 29, 2003.

                                                                 Exhbiit 99.1


     Mitek Systems Announces Fiscal Third Quarter 2003 Results


    POWAY, Calif.--(BUSINESS WIRE)--July 29, 2003--Mitek Systems, Inc.
(Nasdaq:MITK), a leading developer of automated check imaging and
document processing solutions, today announced financial results for
the fiscal third quarter of 2003 ended June 30, 2003.
    In line with preliminary results announced on July 22, net sales
for the quarter were $3.0 million, a 10 percent increase compared with
net sales of $2.8 million for the fiscal 2002 third quarter.
Sequentially, net sales declined 21 percent from second quarter net
sales of $3.9 million.
    Gross margin for the third quarter was 54 percent, compared with
86 percent for the same quarter last year and 62 percent in the second
quarter. The change in gross margin was due primarily to a shift in
product mix, as higher hardware sales to banks were recognized in the
quarter.
    Fiscal third quarter 2003 total costs and expenses, less cost of
sales of $1.4 million, were $2.6 million, or 86 percent of net sales.
Year-ago third quarter total costs and expenses, less cost of sales of
$398,000, were $2.2 million, or 80 percent of net sales. Compared to
the prior quarter, total costs and expenses, less cost of sales,
increased due to higher selling and marketing expenses.
    Mitek reported a third quarter net loss of $(953,000), or $(0.09)
per basic and diluted share, compared with a net income of $173,000,
or $0.02 per basic and diluted share, for the same fiscal quarter of
last year. Net income was $26,000, or breakeven per basic and diluted
share, for the fiscal second quarter of 2003.
    For the nine months ended June 30, 2003, net sales were $9.9
million, an increase of 7 percent over net sales of $9.2 million for
the comparable period in fiscal 2002. Fiscal 2003 year-to-date net
loss was $(867,000), or $(0.08) per basic and diluted share, compared
with a net income of $412,000, or $0.04 per basic and diluted share,
for the first nine months of fiscal 2002.
    As of June 30, 2003, the Company had working capital of
approximately $3.9 million and stockholders' equity of $4.2 million.
The Company believes its financial position remains strong with $1.4
million in cash, up from $760,000 at the end of fiscal 2002, and no
bank debt on its balance sheet.
    Commenting on the third quarter results, Mitek's President and CEO
James B. DeBello said, "Companies are tightly managing budgets in this
protracted economic downturn and IT spending continues to be sluggish.
Our customers are extending their decision-making process and the
sales cycle has substantially lengthened. We believe this trend led to
fewer closed transactions during the quarter, and this impacted net
sales and margins for the quarter. We remain focused on a number of
these potential deals, and we are aggressively working to close them.
    "Although we are disappointed with our third quarter performance,
we are committed to achieving our goal of sustained profitability. To
this end, since assuming the role of President and CEO in May, I have
set a number of priorities to drive us toward this goal. First, we are
realigning and strengthening our sales and marketing team to identify
new opportunities for our products and expand our addressable market.
Second, my conversations with several prospective and existing
customers reinforced our focus on the development of new products and
enhancements to address evolving needs. Finally, we are closely
monitoring our cost structure, evaluating operations to eliminate
unnecessary expenses and improve our efficiency," DeBello concluded.

    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 2003 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.companyboardroom.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 August 5, 2003, by
calling 888-266-2086 (703-925-2435 for international callers) and
entering the passcode 215456.

    About Mitek Systems

    Mitek Systems is a leading provider of check imaging software for
financial institutions and an established global supplier of embedded
software recognition engines. These engines process over 8 billion
checks and other documents per year for a variety of OEM and reseller
partners. Mitek helps reduce operating costs by automatically reading,
classifying and processing high volumes of checks and documents. Our
applications also help customers implement new image document Web
services for Internet and intranet configurations. 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 and Mitek Systems are
registered trademarks of Mitek Systems, Inc. All other product or
company names may be trademarks or registered trademarks of their
respective holders.



                          Mitek Systems, Inc.
                       Statements of Operations
                              (Unaudited)

                         THREE MONTHS ENDED       NINE MONTHS ENDED
                              June 30,                June 30,
                          2003        2002        2003        2002

NET SALES              $3,042,000  $2,763,000  $9,871,000  $9,231,000

COSTS AND EXPENSES
 Cost of sales          1,392,000     398,000   3,499,000   2,221,000
 Operations               432,000     498,000   1,292,000   1,297,000
 Selling and marketing  1,101,000     775,000   2,908,000   2,377,000
 Research and
  development             556,000     504,000   1,680,000   1,475,000
 General and
  administrative          517,000     426,000   1,356,000   1,453,000

 Total costs and
  expenses              3,998,000   2,601,000  10,735,000   8,823,000

OPERATING INCOME
 (LOSS)                  (956,000)    162,000    (864,000)    408,000

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

INCOME (LOSS) BEFORE
 INCOME TAXES            (952,000)    168,000    (857,000)    412,000

PROVISION (BENEFIT)
 FOR INCOME TAXES           1,000      (5,000)     10,000           -

NET INCOME (LOSS)       $(953,000)   $173,000   $(867,000)   $412,000

NET INCOME (LOSS) PER
 SHARES - BASIC
 AND DILUTED               ($0.09)      $0.02      ($0.08)      $0.04

WEIGHTED AVERAGE
 NUMBER OF COMMON
 SHARES OUTSTANDING -
 BASIC                 11,156,437  11,136,689  11,144,660  11,130,984

WEIGHTED AVERAGE
 NUMBER OF COMMON
 SHARES AND COMMON
 SHARE EQUIVALENTS
 OUTSTANDING - DILUTED 11,156,437  11,498,474  11,144,660  11,489,868


                          Mitek Systems, Inc.
                       Condensed Balance Sheets
                              (Unaudited)

                                              June 30,   September 30,
                                                2003         2002
ASSETS

Current assets                               $7,303,000    $7,381,000
Property and equipment - net                    367,000       380,000
Other assets                                    324,000       470,000

TOTAL ASSETS                                 $7,994,000    $8,231,000

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities                          $3,399,000    $2,738,000
Long term liabilities                           412,000       466,000
Total liabilities                             3,811,000     3,204,000

Stockholders' equity:
  Common stock                                   11,000        11,000
  Additional paid-in capital                  9,313,000     9,290,000
  Accumulated deficit                        (5,141,000)   (4,274,000)
Total stockholders' equity                    4,183,000     5,027,000

TOTAL LIABILITIES AND
  STOCKHOLDERS' EQUITY                       $7,994,000    $8,231,000




    CONTACT: Mitek Systems, Inc.
             At the Company:
             John M. Thornton, 858-513-4600
               or
             At FRB/Weber Shandwick:
             Linda Chien, 310-407-6547 (general information)
             Jocelyn Hunter, 415-248-3433 (investor contact)