UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K

                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


     Date of report (Date of earliest event reported)  May 5, 2005

                               Mitek Systems, Inc.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
--------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

         0-15235                                          87-0418827
--------------------------------------------------------------------------------
(Commission File Number)                       (IRS Employer Identification No.)


14145 Danielson Street, Suite B, Poway, CA                         92064
--------------------------------------------------------------------------------
 (Address of Principal Executive Offices)                        (Zip Code)

                                 (858) 513-4600
--------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)


--------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     |_| Written communications pursuant to Rule 425 under the Securities Act
         (17 CFR 230.425)

     |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
         CFR 240.14a-12)

     |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
         Exchange Act (17 CFR 240.14d-2(b))

     |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
         Exchange Act (17 CFR 240.13e-4(c))

                                     1 of 3
<PAGE>

Item 3.02         Unregistered Sales of Equity Securities.

On May 5, 2005,  Mitek Systems,  Inc. and the John H. Harland Company closed the
second and final round of a sale of Mitek's  common stock and warrants  pursuant
to the previously  disclosed  Securities Purchase Agreement entered into between
Mitek and Harland on February 22, 2005. In this second round,  Harland  acquired
1,071,428  shares of Mitek's  common  stock and  160,714  Mitek  warrants  for a
purchase price of $750,000.  Each warrant is exerciseable  for a period of seven
years at a price of $.70 subject to certain adjustments.

Under the Securities Purchase Agreement,  Mitek agreed to sell to Harland in two
closing  rounds up to 2,142,856  shares of its  authorized  and unissued  common
stock and up to 321,428  warrants  to  purchase  common  stock for an  aggregate
purchase price of $1,500,000.

In  the  first  closing  round,  one-half  of the  aggregate  shares  under  the
Securities  Purchase  Agreement and one-half of the agreggate warrants under the
Securities  Purchase Agreement were acquired for a purchase price of $750,000 on
February 22, 2005. In the second closing round, one-half of the aggregate shares
under the Securities  Purchase  Agreement and one-half of the agreggate warrants
Securities  Purchase Agreement were acquired for a purchase price of $750,000 on
May 5, 2005.

In order for the second closing round to occur,  various closing  conditions had
to be satisfied, including the amendment of Mitek's Certificate of Incorporation
to increase the authorized  number of shares of its common stock from 20,000,000
shares to at least 30,000,000. On May 4, 2005, Mitek held a special stockholders
meeting at which its stockholders  approved an amendment to Mitek's  Certificate
of Incorporation to increase its authorized number of shares of its common stock
to 40,000,000.

The purchase price for the common stock and warrants was payable in cash.  There
were no  underwriting  discounts or commissions  incurred in connection with the
sale.  Mitek intends to use the net proceeds  from the sale for working  capital
purposes.

The common stock and warrants were sold without  registration.  Mitek has relied
upon the exemption for a private  placement  transaction  under Rule 4(2) of the
Securities  Act of 1933 and  Regulation D  promulgated  thereunder.  There is no
agreement currently in place that requires Mitek to register the common stock or
the common stock underlying the warrants.

In connection with the sale, Mitek has granted Harland board observation  rights
for as long as  Harland  continues  to hold at least 20% of the shares of common
stock it purchases  under the Securities  Purchase  Agreement  together with the
shares of common stock issuable upon exercise of the warrants.


Item 9.01         Financial Statements and Exhibits.

Item 9.01(c)      Exhibits

   Exhibit 4.1    Securities   Purchase   Agreement   and   Form   of   Warrant,
                  incorporated  by reference  from Exhibit 4.1 to the  Company's
                  Current  Report on Form 8-K dated  February 22, 2005, as filed
                  February 23, 2005.

   Exhibit 99.1   Press Release of the Company dated May 10, 2005.

                                       2
<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                        MITEK SYSTEMS, INC.



Date: May 10, 2005                      By:   /s/ James B. DeBello
                                           ---------------------------
                                           James B. DeBello
                                           President and Chief Executive Officer



                                       3
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K

                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

     Date of report (Date of earliest event reported)  May 5, 2005

                               Mitek Systems, Inc.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
--------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

         0-15235                                          87-0418827
--------------------------------------------------------------------------------
(Commission File Number)                       (IRS Employer Identification No.)

14145 Danielson Street, Suite B, Poway, CA                         92064
--------------------------------------------------------------------------------
 (Address of Principal Executive Offices)                        (Zip Code)

                                 (858) 513-4600
--------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

--------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     |_| Written communications pursuant to Rule 425 under the Securities Act
         (17 CFR 230.425)

     |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
         CFR 240.14a-12)

     |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
         Exchange Act (17 CFR 240.14d-2(b))

     |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
         Exchange Act (17 CFR 240.13e-4(c))

                                     1 of 3
Item 3.02         Unregistered Sales of Equity Securities.

On May 5, 2005,  Mitek Systems,  Inc. and the John H. Harland Company closed the
second and final round of a sale of Mitek's  common stock and warrants  pursuant
to the previously  disclosed  Securities Purchase Agreement entered into between
Mitek and Harland on February 22, 2005. In this second round,  Harland  acquired
1,071,428  shares of Mitek's  common  stock and  160,714  Mitek  warrants  for a
purchase price of $750,000.  Each warrant is exerciseable  for a period of seven
years at a price of $.70 subject to certain adjustments.

Under the Securities Purchase Agreement,  Mitek agreed to sell to Harland in two
closing  rounds up to 2,142,856  shares of its  authorized  and unissued  common
stock and up to 321,428  warrants  to  purchase  common  stock for an  aggregate
purchase price of $1,500,000.

In  the  first  closing  round,  one-half  of the  aggregate  shares  under  the
Securities  Purchase  Agreement and one-half of the agreggate warrants under the
Securities  Purchase Agreement were acquired for a purchase price of $750,000 on
February 22, 2005. In the second closing round, one-half of the aggregate shares
under the Securities  Purchase  Agreement and one-half of the agreggate warrants
Securities  Purchase Agreement were acquired for a purchase price of $750,000 on
May 5, 2005.

In order for the second closing round to occur,  various closing  conditions had
to be satisfied, including the amendment of Mitek's Certificate of Incorporation
to increase the authorized  number of shares of its common stock from 20,000,000
shares to at least 30,000,000. On May 4, 2005, Mitek held a special stockholders
meeting at which its stockholders  approved an amendment to Mitek's  Certificate
of Incorporation to increase its authorized number of shares of its common stock
to 40,000,000.

The purchase price for the common stock and warrants was payable in cash.  There
were no  underwriting  discounts or commissions  incurred in connection with the
sale.  Mitek intends to use the net proceeds  from the sale for working  capital
purposes.

The common stock and warrants were sold without  registration.  Mitek has relied
upon the exemption for a private  placement  transaction  under Rule 4(2) of the
Securities  Act of 1933 and  Regulation D  promulgated  thereunder.  There is no
agreement currently in place that requires Mitek to register the common stock or
the common stock underlying the warrants.

In connection with the sale, Mitek has granted Harland board observation  rights
for as long as  Harland  continues  to hold at least 20% of the shares of common
stock it purchases  under the Securities  Purchase  Agreement  together with the
shares of common stock issuable upon exercise of the warrants.

Item 9.01         Financial Statements and Exhibits.

Item 9.01(c)      Exhibits

   Exhibit 4.1    Securities   Purchase   Agreement   and   Form   of   Warrant,
                  incorporated  by reference  from Exhibit 4.1 to the  Company's
                  Current  Report on Form 8-K dated  February 22, 2005, as filed
                  February 23, 2005.

   Exhibit 99.1   Press Release of the Company dated May 10, 2005.

                                       2
SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                        MITEK SYSTEMS, INC.

Date: May 10, 2005                      By:   /s/ James B. DeBello
                                           ---------------------------
                                           James B. DeBello
                                           President and Chief Executive Officer

                                       3