MITEK SYSTEMS INC

Major Shareholding Notification • Jan 26, 2007

SC 13G 1 d43031dsc13g.htm SCHEDULE 13G sc13g PAGEBREAK

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)

MITEK Systems, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

606710200

(CUSIP Number)

December 18, 2006

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

þ Rule 13d-1(b)

o Rule 13d-1(c)

o Rule 13d-1(d)

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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CUSIP No. 606710200

1	NAMES OF REPORTING PERSONS:
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	Prescott Group Capital Management, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o
3	SEC USE ONLY:
4	CITIZENSHIP OR PLACE OF ORGANIZATION:
	State of Oklahoma
	5	SOLE VOTING POWER:
NUMBER OF		850,633
SHARES	6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY		0
EACH	7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON		850,633
WITH:	8	SHARED DISPOSITIVE POWER:
		0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	850,633
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
	5.1%**
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	IA

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CUSIP No. 606710200

1	NAMES OF REPORTING PERSONS:
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	Prescott Group Aggressive Small Cap, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o
3	SEC USE ONLY:
4	CITIZENSHIP OR PLACE OF ORGANIZATION:
	State of Oklahoma
	5	SOLE VOTING POWER:
NUMBER OF		0
SHARES	6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY		850,633
EACH	7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON		0
WITH:	8	SHARED DISPOSITIVE POWER:
		850,633
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	850,633
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
	5.1%**
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	PN

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CUSIP No. 606710200

1	NAMES OF REPORTING PERSONS:
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	Prescott Group Aggressive Small Cap II, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o
3	SEC USE ONLY:
4	CITIZENSHIP OR PLACE OF ORGANIZATION:
	State of Oklahoma
	5	SOLE VOTING POWER:
NUMBER OF		0
SHARES	6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY		850,633
EACH	7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON		0
WITH:	8	SHARED DISPOSITIVE POWER:
		850,633
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	850,633
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
	5.1%**
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	PN

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CUSIP No. 606710200

1	NAMES OF REPORTING PERSONS:
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	Phil Frohlich
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o
3	SEC USE ONLY:
4	CITIZENSHIP OR PLACE OF ORGANIZATION:
	U.S. Citizen
	5	SOLE VOTING POWER:
NUMBER OF		850,633
SHARES	6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY		0
EACH	7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON		850,633
WITH:	8	SHARED DISPOSITIVE POWER:
		0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	850,633
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
	5.1%**
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	IN

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SCHEDULE 13G

This Schedule 13G (the “Schedule 13G”) is being filed on behalf of Prescott Group Capital Management, L.L.C., an Oklahoma limited liability company (“Prescott Capital”), Prescott Group Aggressive Small Cap, L.P., an Oklahoma limited partnership (“Prescott Small Cap”), Prescott Group Aggressive Small Cap II, L.P., an Oklahoma limited partnership (“Prescott Small Cap II” and together with Prescott Small Cap, the “Small Cap Funds”) and Mr. Phil Frohlich the principal of Prescott Capital, relating to shares of common stock of MITEK Systems, Inc., a Delaware corporation (the “Issuer”).

This Schedule 13G relates to shares of common stock, $0.001 par value, (the “Common Stock”) of the Issuer purchased by the Small Cap Funds through the account of Prescott Group Aggressive Small Cap Master Fund, G.P., an Oklahoma general partnership (“Prescott Master Fund”), of which the Small Cap Funds are general partners. Prescott Capital serves as the general partner of the Small Cap Funds and may direct the Small Cap Funds, the general partners of Prescott Master Fund, to direct the vote and disposition of the 850,633 shares of Common Stock held by the Master Fund. As the principal of Prescott Capital, Mr. Frohlich may direct the vote and disposition of the 850,633 shares of Common Stock held by Prescott Master Fund.

Item 1(a)	Name of Issuer.
	MITEK Systems, Inc.
Item 1(b)	Address of Issuer’s Principal Executive Offices.
	8911 Balboa Ave., Suite B
San Diego, CA 92123
Item 2(a)	Name of Person Filing.
	Prescott Group Capital Management, L.L.C. (“Prescott Capital”),
Prescott Group Aggressive Small Cap, L.P. (“Prescott Small
Cap”), Prescott Group Aggressive Small Cap II, L.P. (“Prescott
Small Cap II” and together with Prescott Small Cap, the “Small
Cap Funds”), and Mr. Phil Frohlich.
Item 2(b)	Address of Principal Business Office, or, if none, Residence.
	1924 South Utica, Suite 1120
Tulsa, Oklahoma 74104-6529
Item 2(c)	Citizenship or Place of Organization.
	Prescott Capital is an Oklahoma limited liability company.
Prescott Small Cap is an Oklahoma limited partnership. Mr. Phil
Frohlich is the principal of Prescott Capital and is a U.S.
citizen.
Item 2(d)	Title of Class of Securities.

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	Common Stock, par value $0.001 per share (the “Common Stock”).
Item 2(e)	CUSIP Number.
	606710200
Item 3	Reporting Person.
	Inapplicable.
Item 4	Ownership .

| (a) | Prescott Capital is the beneficial owner of 850,633 shares of
Common Stock and Mr. Phil Frohlich is the beneficial owner of 850,633 shares of
Common Stock. |
| --- | --- |
| (b) | Prescott Capital and Mr. Phil Frohlich are the beneficial
owners of 5.1% of the outstanding shares of Common Stock. This percentage is
determined by dividing 850,633 by 16,751,137, the number of shares of Common
Stock issued and outstanding as of December 1, 2006, as reported in the
Issuer’s Form 10-KSB filed December 29, 2006. |
| (c) | Prescott Capital, as the general partner of the Small Cap
Funds, the general partners of Prescott Master Fund, may direct them to direct
the vote and disposition of the 850,633 shares of Common Stock held by Prescott
Master Fund. As the principal of Prescott Capital, Mr. Phil Frohlich may
direct the vote and disposition of the 850,633 shares of Common Stock held by
Prescott Master Fund. |

Item 5	Ownership of Five Percent or Less of a Class.
	Inapplicable.
Item 6	Ownership of More Than Five Percent on Behalf of Another Person.
	Inapplicable.
Item 7	Identification and Classification of the Subsidiary which Acquired
the Security Being Reported On by the Parent Holding Company.
	Inapplicable.
Item 8	Identification and Classification of Members of the Group.
	Inapplicable.
Item 9	Notice of Dissolution of Group.

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	Inapplicable.
Item 10	Certification.
	By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
Exhibits	Exhibit 1
	Joint Filing Agreement dated January 25, 2007, between Prescott Capital, Prescott
Small Cap and Mr. Phil Frohlich.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: January 25, 2007

Prescott Group Capital Management, L.L.C.
By:	/s/ Phil Frohlich
	PHIL FROHLICH, Managing Member
Prescott Group Aggressive Small Cap, L.P.
By:	Prescott Group Capital Management, L.L.C., its general partner
By:	/s/ Phil Frohlich
	PHIL FROHLICH, Managing Member
Prescott Group Aggressive Small Cap II, L.P.
By:	Prescott Group Capital Management, L.L.C., its general partner
By:	/s/ Phil Frohlich
	PHIL FROHLICH, Managing Member
/s/ Phil Frohlich
Phil Frohlich

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