<PAGE>


    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 30, 2001
                                                   REGISTRATION NO. 333-________


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             -----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             -----------------------

                               MITEK SYSTEMS, INC.
             (Exact name of Registrant as specified in its charter)

                            10070 CARROLL CANYON ROAD
                           SAN DIEGO, CALIFORNIA 92131
                    (Address of principal executive offices)

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


                   MITEK SYSTEMS, INC. 2000 STOCK OPTION PLAN
                            (Full title of the plan)

                                JOHN M. THORNTON
                               MITEK SYSTEMS, INC.
                            10070 CARROLL CANYON ROAD
                           SAN DIEGO, CALIFORNIA 92131
                                 (858) 635-5900
                      (Name, address, and telephone number,
                   including area code, of agent for service)

<TABLE>
<CAPTION>

                                                  CALCULATION OF REGISTRATION FEE

====================================================================================================================
                                                         Proposed               Proposed
                                                          Maximum                Maximum
        Title of                  Amount                 Offering               Aggregate            Amount of
       Securities                  to be                 Price Per              Offering            Registration
    to be Registered            Registered               Share(1)               Price(1)                Fee
--------------------------------------------------------------------------------------------------------------------
<S>                          <C>                         <C>                   <C>                  <C>
     Common Stock,
   $.001 par value(2)        1,000,000 shares            $1.078                $1,078,000           $269.50
====================================================================================================================

</TABLE>

(1)  Estimated solely for purposes of determining the registration fee pursuant
     to Rule 457(h) based on the average of the high and low prices of the
     Common Stock of Mitek Systems, Inc. as reported on March 26, 2001 by
     Nasdaq.

(2)  Includes additional shares of Common Stock that may become issuable
     pursuant to the anti-dilution adjustment provisions of the 2000 Stock
     Option Plan pursuant to Rules 416 and 457 under the Securities Act of 1933.
     In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described herein.


<PAGE>


                                  INTRODUCTION

This Registration Statement on Form S-8 is filed by Mitek Systems, Inc. (the
"Company") relating to one million (1,000,000) shares of the Company's common
stock, par value $.001 per share (the "Common Stock"), issuable to employees of
the Company under the 2000 Stock Option Plan (the "Plan").


                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM I.  PLAN INFORMATION.*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

*        Information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act"), and the Note to Part I of Form S-8.


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission"), are incorporated herein by reference
and made a part hereof:

         (a) The Company's Annual Report on Form 10-K for the year ended
September 30, 2000;

         (b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
the end of the fiscal year covered by the Annual Report referred to in (a)
above;

         (c) All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
hereto which indicates that all securities offered hereunder have been sold
or which deregisters all securities then remaining unsold shall be deemed to
be incorporated by reference herein and to be a part hereof from the date of
filing of such documents; and

         (d) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form SB-2 filed under the Securities Act
of 1933 on July 9, 1996, including any amendment or report filed for the
purpose of updating such description.

         For purposes of this Registration Statement, any statement contained
in a document incorporated or deemed to be incorporated herein by reference
shall be deemed to be modified or superseded to the extent that a statement
contained herein or in any other subsequently filed document that also is or
is deemed to be incorporated herein by reference modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company's Certificate of Incorporation eliminates the personal
liability of the directors of the Company for monetary damages for breach of
fiduciary duties as a director of the Company except: (i) for any breach of
the directors' duty of loyalty to the Company or its stockholders; (ii) for
acts for omissions not in good faith or which involve intentional misconduct
or a knowing violation of law; (iii) for unlawful dividends or distributions;
or (iv) for any transaction from which the director derived an improper
personal benefit.

         The Company's Bylaws permit the Company to indemnify its directors,
officers, employees and agents to the maximum extent permitted by section 145
of the Delaware General Corporation Law. Section 145 provides that a
director, officer, employer, or agent of the Company who is or is made a
party or is threatened to made a party to any threatened, action, suit or
proceeding, whether civil, criminal, administrative or investigative, shall
be indemnified and held harmless by the Company to the fullest extent
authorized by the Delaware General Corporation Law against all expense,
liability and loss actually and reasonably incurred or suffered by such
person if he or she acted in good faith and in a manner he or she reasonably
believed to be in the best interest of the Company, and, with respect to any
criminal proceeding, had no reasonable cause to believe that the conduct was
unlawful. If it is determined that the conduct of such person meets these
standards, such person may be indemnified for expenses incurred and amounts
paid in such proceeding if actually and reasonably incurred in connection
therewith.

         If such a proceeding is brought by or on behalf of the Company
(i.e., a derivative suit), such person may be indemnified against expenses
actually and reasonably incurred if such person acted in good faith and in a
manner reasonably believed to be in the best interest of the corporation and
its stockholders. There can be no indemnification with respect to any matter
as to which such person is adjudged to be liable to the Company unless and
only to the extent that the Court of Chancery or the court in which such
action or suit was brought shall determine upon application that, despite
such adjudication but in view of all of the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses as
the Court of Chancery or such other court shall deem proper.

         Where any such person is successful in any such proceeding, such
person is entitled to be indemnified against expenses actually and reasonably
incurred by him or her. In all other cases (unless order by a court),
indemnification is made by the Company upon determination by it that
indemnification of such person is proper in the circumstances because such
person has met the applicable standard of conduct.

         The Company may advance expenses incurred in defending any such
proceeding upon receipt of an undertaking to repay any amount so advanced if
it is ultimately determined that the person is not eligible for
indemnification.

         The indemnification rights provided in Section 145 are not exclusive
of additional rights to indemnification for breach of duty to the Company and
its stockholders to the extent additional rights are authorized in the
Company's certificate of incorporation and are not exclusive of any other
rights to indemnification under any bylaw, agreement, vote of shareholders or
disinterested directors or otherwise, both as to action in his or her office
and as to action in another capacity while holding such office.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The exhibits to this Registration Statement are listed in the Exhibit
Index commencing at page EX-1 hereof.

ITEM 9.  UNDERTAKINGS.

         The undersigned registrant hereby undertakes:

         1. (a) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement;

                (i) to include any prospectus required by Section 10(a)(3) of
the Securities Act;

                (ii) to reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement;

                (iii) to include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration Statement;

provided, however, that paragraphs 1(a)(i) and 1(a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration
Statement;

            (b) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof;

            (c) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         2. The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

         3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise,
the Company has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by a
final adjudication of such issue.

                                       2
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of San Diego, State of California, on
March 30, 2001.

MITEK SYSTEMS, INC.


By:      /s/ John M. Thornton
    ---------------------------------------------
      John M. Thornton, Chairman of the Board,
      President, Chief Executive Officer and
      Chief Financial Officer

<PAGE>

                                POWER OF ATTORNEY

         Each person whose signature appears below constitutes and appoints JOHN
M. THORNTON his true and lawful attorney-in-fact and agent, acting alone, with
full power of substitution and resubstitution, for him and in his name, place
and stead, at any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, acting alone, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the premises, as
full to all intents and purposes as he might or could do in person, hereby
ratifying and confirming that said attorney-in-fact and agent, acting alone, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the date indicated.

<TABLE>
<CAPTION>
SIGNATURE                                          TITLE                                            DATE
---------                                          -----                                            ----
<S>                                                <C>                                              <C>

  /S/ JOHN M. THORNTON                             Chairman of the Board, President,           March 30, 2001
--------------------------------------------       Chief Executive Officer and Chief
John M. Thornton                                   Financial Officer



  /S/ GERALD I. FARMER                             Executive Vice President, Director          March 30, 2001
--------------------------------------------
Gerald I. Farmer


  /S/ DANIEL E. STEIMLE                            Director                                    March 30, 2001
--------------------------------------------
Daniel E. Steimle


  /S/ SALLY B. THORNTON                            Director                                    March 30, 2001
--------------------------------------------
Sally B. Thornton


  /S/ JAMES B. DEBELLO                             Director                                    March 30, 2001
--------------------------------------------
James B. DeBello
</TABLE>

                                       3
<PAGE>


                                INDEX TO EXHIBITS
<TABLE>
<CAPTION>

Exhibit No.       Description
-----------       -----------
<S>               <C>
     4.1          Certificate of Incorporation of the Company(1)

     4.2          Bylaws of the Company(1)

     4.3          Mitek Systems, Inc. 2000 Stock Option Plan

     5            Opinion of Luce, Forward, Hamilton & Scripps LLP as to the
                  legality of the securities being registered

     23.1         Consent of Deloitte & Touche LLP

     23.2         Consent of Luce, Forward, Hamilton & Scripps LLP (contained in
                  Exhibit 5 hereto)

</TABLE>

(1)  Incorporated by reference to the exhibits to the Company's Annual Report on
     Form 10-K for the fiscal year ended September 30, 1987.
[{"type": "S-8", "sequence": "1", "filename": "a2038344zs-8.txt", "description": "S-8", "secsgml_size_bytes": 17960}]
{"company-data": {"conformed-name": "MITEK SYSTEMS INC", "cik": "0000807863", "assigned-sic": "3577", "irs-number": "870418827", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-58032", "film-number": "1588192"}, "business-address": {"street1": "10070 CARROLL CANYON RD", "city": "SAN DIEGO", "state": "CA", "zip": "92131", "phone": "6196355900"}, "mail-address": {"street1": "10700 CARROLL CANYON RD", "city": "SAN DIEGO", "state": "CA", "zip": "92131"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 30, 2001
                                                   REGISTRATION NO. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             -----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             -----------------------

                               MITEK SYSTEMS, INC.
             (Exact name of Registrant as specified in its charter)

                            10070 CARROLL CANYON ROAD
                           SAN DIEGO, CALIFORNIA 92131
                    (Address of principal executive offices)

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

                   MITEK SYSTEMS, INC. 2000 STOCK OPTION PLAN
                            (Full title of the plan)

                                JOHN M. THORNTON
                               MITEK SYSTEMS, INC.
                            10070 CARROLL CANYON ROAD
                           SAN DIEGO, CALIFORNIA 92131
                                 (858) 635-5900
                      (Name, address, and telephone number,
                   including area code, of agent for service)
CALCULATION OF REGISTRATION FEE

====================================================================================================================
                                                         Proposed               Proposed
                                                          Maximum                Maximum
        Title of                  Amount                 Offering               Aggregate            Amount of
       Securities                  to be                 Price Per              Offering            Registration
    to be Registered            Registered               Share(1)               Price(1)                Fee
--------------------------------------------------------------------------------------------------------------------
Common Stock,
   $.001 par value(2)        1,000,000 shares            $1.078                $1,078,000           $269.50
====================================================================================================================
(1)  Estimated solely for purposes of determining the registration fee pursuant
     to Rule 457(h) based on the average of the high and low prices of the
     Common Stock of Mitek Systems, Inc. as reported on March 26, 2001 by
     Nasdaq.

(2)  Includes additional shares of Common Stock that may become issuable
     pursuant to the anti-dilution adjustment provisions of the 2000 Stock
     Option Plan pursuant to Rules 416 and 457 under the Securities Act of 1933.
     In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described herein.
INTRODUCTION

This Registration Statement on Form S-8 is filed by Mitek Systems, Inc. (the
"Company") relating to one million (1,000,000) shares of the Company's common
stock, par value $.001 per share (the "Common Stock"), issuable to employees of
the Company under the 2000 Stock Option Plan (the "Plan").

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM I.  PLAN INFORMATION.*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

*        Information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act"), and the Note to Part I of Form S-8.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission"), are incorporated herein by reference
and made a part hereof:

         (a) The Company's Annual Report on Form 10-K for the year ended
September 30, 2000;

         (b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
the end of the fiscal year covered by the Annual Report referred to in (a)
above;

         (c) All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
hereto which indicates that all securities offered hereunder have been sold
or which deregisters all securities then remaining unsold shall be deemed to
be incorporated by reference herein and to be a part hereof from the date of
filing of such documents; and

         (d) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form SB-2 filed under the Securities Act
of 1933 on July 9, 1996, including any amendment or report filed for the
purpose of updating such description.

         For purposes of this Registration Statement, any statement contained
in a document incorporated or deemed to be incorporated herein by reference
shall be deemed to be modified or superseded to the extent that a statement
contained herein or in any other subsequently filed document that also is or
is deemed to be incorporated herein by reference modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company's Certificate of Incorporation eliminates the personal
liability of the directors of the Company for monetary damages for breach of
fiduciary duties as a director of the Company except: (i) for any breach of
the directors' duty of loyalty to the Company or its stockholders; (ii) for
acts for omissions not in good faith or which involve intentional misconduct
or a knowing violation of law; (iii) for unlawful dividends or distributions;
or (iv) for any transaction from which the director derived an improper
personal benefit.

         The Company's Bylaws permit the Company to indemnify its directors,
officers, employees and agents to the maximum extent permitted by section 145
of the Delaware General Corporation Law. Section 145 provides that a
director, officer, employer, or agent of the Company who is or is made a
party or is threatened to made a party to any threatened, action, suit or
proceeding, whether civil, criminal, administrative or investigative, shall
be indemnified and held harmless by the Company to the fullest extent
authorized by the Delaware General Corporation Law against all expense,
liability and loss actually and reasonably incurred or suffered by such
person if he or she acted in good faith and in a manner he or she reasonably
believed to be in the best interest of the Company, and, with respect to any
criminal proceeding, had no reasonable cause to believe that the conduct was
unlawful. If it is determined that the conduct of such person meets these
standards, such person may be indemnified for expenses incurred and amounts
paid in such proceeding if actually and reasonably incurred in connection
therewith.

         If such a proceeding is brought by or on behalf of the Company
(i.e., a derivative suit), such person may be indemnified against expenses
actually and reasonably incurred if such person acted in good faith and in a
manner reasonably believed to be in the best interest of the corporation and
its stockholders. There can be no indemnification with respect to any matter
as to which such person is adjudged to be liable to the Company unless and
only to the extent that the Court of Chancery or the court in which such
action or suit was brought shall determine upon application that, despite
such adjudication but in view of all of the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses as
the Court of Chancery or such other court shall deem proper.

         Where any such person is successful in any such proceeding, such
person is entitled to be indemnified against expenses actually and reasonably
incurred by him or her. In all other cases (unless order by a court),
indemnification is made by the Company upon determination by it that
indemnification of such person is proper in the circumstances because such
person has met the applicable standard of conduct.

         The Company may advance expenses incurred in defending any such
proceeding upon receipt of an undertaking to repay any amount so advanced if
it is ultimately determined that the person is not eligible for
indemnification.

         The indemnification rights provided in Section 145 are not exclusive
of additional rights to indemnification for breach of duty to the Company and
its stockholders to the extent additional rights are authorized in the
Company's certificate of incorporation and are not exclusive of any other
rights to indemnification under any bylaw, agreement, vote of shareholders or
disinterested directors or otherwise, both as to action in his or her office
and as to action in another capacity while holding such office.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The exhibits to this Registration Statement are listed in the Exhibit
Index commencing at page EX-1 hereof.

ITEM 9.  UNDERTAKINGS.

         The undersigned registrant hereby undertakes:

         1. (a) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement;

                (i) to include any prospectus required by Section 10(a)(3) of
the Securities Act;

                (ii) to reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement;

                (iii) to include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration Statement;

provided, however, that paragraphs 1(a)(i) and 1(a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration
Statement;

            (b) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof;

            (c) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         2. The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

         3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise,
the Company has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by a
final adjudication of such issue.

                                       2
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of San Diego, State of California, on
March 30, 2001.

MITEK SYSTEMS, INC.

By:      /s/ John M. Thornton
    ---------------------------------------------
      John M. Thornton, Chairman of the Board,
      President, Chief Executive Officer and
      Chief Financial Officer
POWER OF ATTORNEY

         Each person whose signature appears below constitutes and appoints JOHN
M. THORNTON his true and lawful attorney-in-fact and agent, acting alone, with
full power of substitution and resubstitution, for him and in his name, place
and stead, at any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, acting alone, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the premises, as
full to all intents and purposes as he might or could do in person, hereby
ratifying and confirming that said attorney-in-fact and agent, acting alone, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the date indicated.
SIGNATURE                                          TITLE                                            DATE
---------                                          -----                                            ----
/S/ JOHN M. THORNTON                             Chairman of the Board, President,           March 30, 2001
--------------------------------------------       Chief Executive Officer and Chief
John M. Thornton                                   Financial Officer

  /S/ GERALD I. FARMER                             Executive Vice President, Director          March 30, 2001
--------------------------------------------
Gerald I. Farmer

  /S/ DANIEL E. STEIMLE                            Director                                    March 30, 2001
--------------------------------------------
Daniel E. Steimle

  /S/ SALLY B. THORNTON                            Director                                    March 30, 2001
--------------------------------------------
Sally B. Thornton

  /S/ JAMES B. DEBELLO                             Director                                    March 30, 2001
--------------------------------------------
James B. DeBello
3
INDEX TO EXHIBITS
Exhibit No.       Description
-----------       -----------
4.1          Certificate of Incorporation of the Company(1)

     4.2          Bylaws of the Company(1)

     4.3          Mitek Systems, Inc. 2000 Stock Option Plan

     5            Opinion of Luce, Forward, Hamilton & Scripps LLP as to the
                  legality of the securities being registered

     23.1         Consent of Deloitte & Touche LLP

     23.2         Consent of Luce, Forward, Hamilton & Scripps LLP (contained in
                  Exhibit 5 hereto)
(1)  Incorporated by reference to the exhibits to the Company's Annual Report on
     Form 10-K for the fiscal year ended September 30, 1987.