<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 10-Q

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

    For the quarter ended                       Commission File Number 0-21138
    March 31, 1997


                               BOCA RESEARCH, INC.
             (Exact name of registrant as specified in its charter)

           Florida                                      59-2479377
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

    1377 Clint Moore Road
     Boca Raton, Florida
   (Address of principal                                  33847
     executive offices)                                 (Zip Code)

                    Registrant's telephone number, including
                            area code: (561) 997-6227



        Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                 Yes  X  No ___

        Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.


                                                           Outstanding as of
          Class                                               May 13, 1997

  Common stock, par value                                       8,713,228
      $.01 per share
<PAGE>   2
                               BOCA RESEARCH, INC.
                 Form 10-Q For The Quarter Ended March 31, 1997

                                      INDEX
                                                                            Page
PART I. FINANCIAL INFORMATION
      Item 1. Financial Statements

                         Condensed Consolidated Balance Sheets
                           (unaudited) as of March 31, 1997 and
                           December 31, 1996 .............................     3

                         Condensed Consolidated Statements of
                           Income (unaudited) for the three months
                           ended March 31, 1997 and 1996 .................     4


                         Condensed Consolidated Statements of
                           Cash Flows (unaudited) for the three
                           months ended March 31, 1997 and 1996 ..........     5

                         Notes to Condensed Consolidated
                           Financial Statements (unaudited) ..............     6

      Item 2. Management's Discussion and Analysis of
                           Financial Condition and Results of
                           Operations ....................................    12

PART II. OTHER INFORMATION
      Items 1-3. Not applicable ..........................................    23

      Item 4. Submission of Matters to a Vote of
                           Security Holders ..............................    23

      Item 5. Other Information ..........................................    23

      Item 6. Exhibits and Reports on Forms 8-K ..........................    23

      Signatures .........................................................    24


                                    - 2 -
<PAGE>   3
PART I.  ITEM 1.


                               BOCA RESEARCH, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)
                 (IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                                March 31,   December 31,
                                                                                  1997          1996
                                                                                 -------       -------
<S>                                                                              <C>           <C>

                                     ASSETS

Current assets:
     Cash and cash equivalents                                                   $ 8,617       $ 7,826
     Trade receivables, net                                                       18,843        27,167
     Inventory, net                                                               15,448        18,381
     Prepaid expenses and other assets                                               965           890
     Prepaid and deferred income taxes                                             4,838         3,888
                                                                                 -------       -------
        Total current assets                                                      48,711        58,152
     Property and equipment, net                                                   6,356         7,052
     Deferred income taxes, noncurrent                                               275           275
     Other assets                                                                    585           587
                                                                                 -------       -------
        Total assets                                                             $55,927       $66,066
                                                                                 =======       =======

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable                                                            $ 1,682       $ 7,314
     Accrued expenses and other current liabilities                                2,183         3,590
                                                                                 -------       -------
       Total current liabilities                                                   3,865        10,904
                                                                                 -------       -------

Commitments and contingencies

Stockholders' equity:
     Common stock, 25,000,000 $.01 par value shares authorized, 8,713,228
       issued and outstanding at March 31, 1997, 8,678,883 issued and
       outstanding at December 31, 1996                                               87            87
     Additional paid-in capital                                                   25,816        25,574
     Retained earnings                                                            26,159        29,501
                                                                                 -------       -------
       Total stockholders' equity                                                 52,062        55,162
                                                                                 -------       -------
           Total liabilities and stockholders' equity                            $55,927       $66,066
                                                                                 =======       =======
</TABLE>

            See notes to condensed consolidated financial statements.


                                      - 3 -
<PAGE>   4
                               BOCA RESEARCH, INC.

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)
                      (IN THOUSANDS EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                            Three  Months
                                                            Ended March 31,
                                                           ----------------

                                                       1997               1996
                                                     --------           --------
<S>                                                  <C>                <C>     
Net sales .................................          $ 18,758           $ 44,935
Cost of goods sold ........................            18,663             35,568
                                                     --------           --------
     Gross profit .........................                95              9,367
                                                     --------           --------
Operating expenses:
     Research and development .............               674                736
     Selling, general
       and administrative .................             4,703              4,711
                                                     --------           --------
     Total operating expenses .............             5,377              5,447
                                                     --------           --------
Income (loss) from operations .............            (5,282)             3,920
Non-operating income, net .................               140                145
                                                     --------           --------
Income (loss) before income taxes .........            (5,142)             4,065
Income taxes (benefit) ....................            (1,800)             1,463
                                                     --------           --------
Net income (loss) .........................          $ (3,342)          $  2,602
                                                     --------           --------
Net income (loss) per share ...............          $   (.38)          $   0.29
                                                     --------           --------
Weighted average
  shares outstanding ......................             8,709              9,002
                                                     ========           ========
</TABLE>

            See notes to condensed consolidated financial statements.


                                      - 4 -
<PAGE>   5
                               BOCA RESEARCH, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                             Three Months
                                                            Ended March 31,
                                                            ---------------


                                                          1997           1996
                                                         -------        -------
<S>                                                      <C>            <C>
Cash provided by (used in):
Operating activities:
      Net income (loss) ..........................       $(3,342)       $ 2,602
      Adjustments for non-cash charges ...........           732            707
      Changes in assets and liabilities ..........         3,195         (1,869)
                                                         -------        -------
        Net cash provided by operating
        activities ...............................           585          1,440
                                                         -------        -------

Investing activities - Capital expenditures ......           (36)        (1,108)
Financing activities - Exercise of options .......           242            273
                                                         -------        -------
Net increase in cash and cash equivalents ........           791            605
Cash and cash equivalents, beginning of period ...         7,826            477
                                                         -------        -------
Cash and cash equivalents, end of period .........       $ 8,617        $ 1,082
                                                         =======        =======
</TABLE>

            See notes to condensed consolidated financial statements.


                                      - 5 -
<PAGE>   6
                               BOCA RESEARCH, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

BASIS OF PRESENTATION

        The condensed consolidated financial statements have been prepared by
the Company in accordance with the rules and regulations of the Securities and
Exchange Commission regarding interim financial reporting and, accordingly, they
do not include all of the information and disclosures required by generally
accepted accounting principles. In the opinion of management, the condensed
consolidated financial statements contain all adjustments (consisting of only
normal recurring accruals) necessary to present fairly the financial position of
the Company as of March 31, 1997, and the results of its operations and its cash
flows for the three month periods ended March 31, 1997 and 1996. These results
have been determined on the basis of generally accepted accounting principles
and practices applied consistently with those used in the preparation of the
Company's 1996 audited consolidated financial statements.

        The accompanying financial statements should be read in conjunction with
the Company's most recent audited consolidated financial statements and notes
thereto for the year ended December 31, 1996. The results of operations for the
three month period ended March 31, 1997 are not necessarily indicative of the
results to be expected for the full year.

        Certain prior year amounts have been reclassified to conform to the
current presentation.

SUPPLEMENTAL CASH FLOW INFORMATION

        Net cash payments (refunds) for income taxes were $(849,033) and
$434,643 in the three month periods ended March 31, 1997 and 1996, respectively.


                                      - 6 -
<PAGE>   7
                               BOCA RESEARCH, INC.

          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CON'T)
                                   (UNAUDITED)

CURRENT ASSETS

        Accounts receivable are included in the condensed consolidated balance
sheets net of allowances and consist of the following (in thousands):

<TABLE>
<CAPTION>
                                                       March 31,     December 31,
                                                         1997            1996
                                                       --------        --------
<S>                                                    <C>             <C>     
Accounts receivable ............................       $ 22,108        $ 31,118
Allowance for sales returns, allowances and
  price protection .............................         (1,300)         (2,625)
Allowance for doubtful accounts ................         (1,965)         (1,326)
                                                       --------        --------

                                                       $ 18,843        $ 27,167
                                                       ========        ========
</TABLE>

        Included in the accounts receivable balance are: (a) $470,831 from
MBf/Boca Asia Pacific Sdn Bhd, a joint venture in Malaysia in which the Company
has a 50% ownership interest; and (b) $645,321 from PowerTel of India, a joint
venture in India in which the Company has a 20% ownership interest. Sales to
these related parties in the first quarter of 1997 were approximately $481,000.
The Company has agreed to payment terms of 90 days for MBf/Boca Asia Pacific and
180 day payment terms for PowerTel of India.

        Inventories included in the condensed consolidated balance sheets
consist of the following (in thousands):

<TABLE>
<CAPTION>
                                                                    March 31,     December 31,
                                                                      1997            1996
                                                                    --------        --------
<S>                                                                 <C>             <C>     
Raw materials ...............................................       $  9,653        $ 13,541
Work in process .............................................          4,831           5,779
Finished goods ..............................................          3,064           1,461
Inventory reserves ..........................................         (2,100)         (2,400)
                                                                    --------        --------
                                                                    $ 15,448        $ 18,381
                                                                    ========        ========
</TABLE>

PROPERTY AND EQUIPMENT

        Property and equipment is included in the condensed consolidated balance
sheets net of accumulated depreciation of $8,682,490 at March 31, 1997 and
$8,070,398 at December 31, 1996.


                                      - 7 -
<PAGE>   8
                               BOCA RESEARCH, INC.

          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CON'T)
                                   (UNAUDITED)

LINE OF CREDIT

        The Company has an unsecured revolving line of credit expiring May 31,
1998, which permits borrowings of the lesser of $12,000,000 or 60% of qualified
accounts receivable. Under the terms of the loan agreement relating to the line
of credit, the Company may elect the interest rate to be either the bank's prime
rate or the London InterBank Offered Rate (LIBOR) plus 1 1/2%. The loan
agreement requires the Company to maintain certain financial ratios, limits the
incurrence of additional debt, and prohibits payment of dividends without the
bank's consent. There were no borrowings outstanding at March 31, 1997.

COMMITMENTS AND CONTINGENCIES

        The Company receives communications from time to time alleging that
certain of the Company's products infringe the patent rights of other parties.
Based on information currently available to the Company, it is the opinion of
the Company's management that the ultimate outcome of these matters will not
have a material adverse effect on the Company's results of operations or
financial position.

        A former shareholder of the Company has filed an action in the United
States District Court for the Southern District of Florida against the Company
and Anthony F. Zalenski, its President and Chief Executive Officer. The former
shareholder claims that he relied on certain statements made directly to him by
Mr. Zalenski and certain other statements in deciding not to sell his shares of
the Company's Common Stock. The former shareholder claims that such statements
were false and misleading and give rise to claims under the Federal securities
law and Florida common law. The former shareholder is seeking damages for his
trading losses, which are alleged to be in excess of $1 million. Based on
information currently available to the Company, the Company does not believe
that this matter will have a material adverse effect on the Company's results of
operations or financial condition.

        On October 4, 1996, the Company entered into a Consulting Agreement with
ARGOQUEST, Inc., a California corporation ("ArgoQuest") pursuant to which
ArgoQuest was retained to serve as a consultant to the Company with respect to
sales to retail accounts, wholesale distributors and original equipment
manufacturers. The Consulting Agreement provides ArgoQuest with the right to be
granted options to purchase shares of Common Stock of the Company, subject to
the Company achieving specified net sales, as defined in the Consulting
Agreement, during certain periods, in addition to receiving cash payments, as
more fully disclosed in the notes to the Company's consolidated financial
statements included in the annual report on Form 10-K for the year ended
December 31, 1996. For the quarter ended


                                      - 8 -
<PAGE>   9
                               BOCA RESEARCH, INC.

          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CON'T)
                                   (UNAUDITED)


March 31, 1997, the Company recorded $260,000 of expense representing the
monthly amounts and expenses due under the Consulting Agreement. The Company has
provided notice to ArgoQuest that monthly payments will not be made subsequent
to March 31, 1997, as provided in the Consulting Agreement.

        The Company has entered into a letter of intent to purchase the fixed
and certain current assets of Creatix, a German based company ("Creatix") for
approximately $4,200,000, less the 18% subsidy noted below. Creatix filed for
bankruptcy under German law in late 1996 and is currently being operated by a
court appointed trustee. The letter of intent is with the court appointed
trustee and is subject to the Company receiving (a) bank financing for the
purchase price, (b) a firm commitment from the Government of Saarland to grant a
subsidy equal to 18% of the purchase price, and (c) good title to the trademark
Creatix and other intellectual property. The letter of intent also provides for
the execution of a definitive Transfer Agreement which will incorporate the
terms of the letter of intent and contains representations and warranties on the
part of the seller, reasonably satisfactory to the Company. The definitive
agreement has not yet been executed and the Company has not received the
necessary bank financing nor the commitment for the subsidy from the Government
of Saarland. In light of the deterioration in the operating results of Creatix,
the Company is evaluating whether to complete the acquisition.

STOCKHOLDERS' EQUITY

        During the three month period ended March 31, 1997, 22,167 shares were
issued in connection with the exercise of options granted under the Company's
stock option plans. The aggregate proceeds received from these exercises were
$135,152.

        In January 1997, 12,178 options were exercised by employees under the
1992 Employee Stock Purchase Plan. Aggregate proceeds received from these
exercises were $107,142.


                                      - 9 -
<PAGE>   10
                               BOCA RESEARCH, INC.

          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CON'T)
                                   (UNAUDITED)


STOCK OPTION PLAN

        During the three month period ended March 31, 1997, the Company granted
options to purchase 317,800 shares at prices ranging from $8.38 to $10 to both
new and existing employees.

        During the three month period ended March 31, 1997, 163,782 stock
options were canceled.

        In April 1997, the Company offered the holders of options to purchase an
aggregate of 715,097 shares of the Company's Common Stock the opportunity to
exchange such options for options to purchase a fewer number of shares at an
exercise price of $6.75 per share, the market value of the Common Stock on the
date of such offer. The newly issued options vest in three equal annual
installments, commencing in April 1998. This offer was made as a result of the
decline in the market price of the Company's Common Stock in order to more
effectively retain and motivate the Company's key employees. As a result of this
offer, options to purchase 465,689 shares were canceled in exchange for the
issuance of options to purchase 314,416 shares priced at $6.75 per share. The
holders of options representing 249,408 shares declined the offer to exchange
their options.

NEW ACCOUNTING STANDARD

        In February 1997, Statement of Financial Accounting Standards ("SFAS")
No. 128, "Earnings Per Share" was issued. SFAS No. 128, which supersedes
Accounting Principles Board ("APB") Opinion No. 15, requires a dual presentation
of basic and diluted earnings per share on the face of the income statement.
Basic earnings per share excludes dilution and is computed by dividing income or
loss attributable to common stockholders by the weighted-average number of
common shares outstanding for the period. Diluted earnings per share reflects
the potential dilution that could occur if securities or other contracts to
issue common stock were exercised or converted into common stock or resulted in
the issuance of common stock that then shared in the earnings of the entity.
Diluted earnings per share is computed similarly to fully diluted earnings per
share under APB Opinion No. 15. SFAS No. 128 is effective for financial
statements issued for periods ending after December 15, 1997, including interim
periods; earlier application is not permitted. When adopted, all prior-period
earnings per share data are required to be restated. As a result of the
Company's net loss for the three months ended March 31, 1997, basic and diluted
net loss per share, as computed under SFAS No. 128, would not differ from the
net loss per share shown in the accompanying condensed


                                     - 10 -
<PAGE>   11
consolidated statement of income. For the three months ended March 31, 1996,
basic and diluted net income per share, as computed under SFAS No. 128, would be
$.30 and $.29, respectively.


                                     - 11 -
<PAGE>   12
ITEM 2.

                               BOCA RESEARCH, INC.

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

        The discussion and analysis below contains trend analysis and other
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The
Company's actual results could differ materially from those anticipated in these
forward-looking statements as a result of certain factors set forth below and
elsewhere in this Report.

        As an aid to reviewing the Company's results of operations for the three
months ended March 31, 1997 and 1996, the following table sets forth the
quarterly financial information as a percent of net sales and as a percent of
change when compared to the earlier period:



<TABLE>
<CAPTION>
                                                  Three Months
                                               -------------------
                                                 Ended March 31,         Percent
                                               1997          1996         Change
                                               -----         -----        ------
<S>                                            <C>           <C>          <C>    
Net sales ..............................       100.0%        100.0%       (58.3)%
Cost of goods sold .....................        99.5          79.2        (47.5)
                                               -----         -----
       Gross profit ....................         0.5          20.8        (99.0)
                                               -----         -----
Operating expenses:
  Research and development .............         3.6           1.6         (8.4)
  Selling, general and administrative ..        25.1          10.5         (0.2)
                                               -----         -----
  Total operating expenses .............        28.7          12.1         (1.3)
                                               -----         -----
Income (loss) from operations ..........       (28.2)          8.7            *
Non-operating income, net ..............         0.8           0.3         (3.4)
                                               -----         -----
Income (loss) before income taxes ......       (27.4)          9.0            *
Income taxes (benefit) .................        (9.6)          3.2            *
                                               -----         -----
Net income (loss) ......................       (17.8)%         5.8%           *
                                               =====         =====
</TABLE>

*  Not applicable


                                     - 12 -
<PAGE>   13
RESULTS OF OPERATIONS

        Net Sales. The Company's net sales decreased by 58.3% to $18,758,000 in
the three months ended March 31, 1997 from $44,935,000 in the three months ended
March 31, 1996. Net sales for the three month period ended March 31, 1997 and
the comparable period in 1996 is shown below by product category.



<TABLE>
<CAPTION>
                                                              THREE MONTHS
                                                             ENDED MARCH 31
                                                        ------------------------
                                                        1997               1996
                                                        -----              -----

                                                              (IN MILLIONS)
                                                              -------------
<S>                                                     <C>                <C>
Data Communications ......................              $14.3              $39.7
Multimedia ...............................                0.9                0.4
Networking ...............................                0.9                1.4
Video Graphics ...........................                0.5                1.6
I/O, IDE, & Multiport ....................                1.8                1.8
Video Conferencing .......................                0.4                 --
                                                        -----              -----
                                                        $18.8              $44.9
                                                        =====              =====
</TABLE>


        The sales decrease was primarily attributable to a decrease in sales of
data communications products, however, the product categories of networking and
video graphics also experienced a decline in sales. The video conferencing
product category was introduced in the third quarter of 1996. Sales in this
category were below expectations for the three months ended March 31, 1997.
Sales were adversely affected by several factors in the first quarter, including
the technology migration to 56Kbps modems, slower than anticipated sales volume
of new products, aggressive channel pricing due to excess inventories of older
generation products, and weak PC demand experienced by many of the Company's OEM
customers. In 1996, the Company's three largest OEM customers accounted for
approximately 42% of the Company's net sales. Sales to these three OEM customers
during the first quarter of 1997 represented approximately 7% of the Company's
net sales. Included in net sales for the three months ended March 31, 1997 were
sales of components to Creatix, a Germany based modem company, in the amount of
$2,888,000. See Commitments and Contingencies in the Notes to the Condensed
Consolidated Financial Statement and in the discussion on Liquidity and Capital
Resources for further information.

        International sales were approximately $4.3 million for the three months
ended March 31, 1997 compared to $16.4 million for the three months ended March
31, 1996. The decline is due to decreased sales to Hucom and AST Research. The
decrease in sales to these large OEM


                                     - 13 -
<PAGE>   14
customers, also accounted for the decrease in net sales to OEM customers to
approximately $6.0 million for the three months ended March 31, 1997 from $27.1
million for the three months ended March 31, 1996.

        It is anticipated that sales in the second quarter ending June 30, 1997
will continue to be soft and will be substantially less than the comparable
period ending June 30, 1996. This reflects continued weak industry conditions
and lower average selling prices for the Company's products when compared to the
comparable period in 1996.

        Gross Profit. Gross profit decreased to $95,000 for the three months
ended March 31, 1997 from $9,367,000 for the three months ended March 31, 1996
and decreased as a percentage of net sales to 0.5% in the three months ended
March 31, 1997 from 20.8% in the three months ended March 31, 1996. The gross
profit percentage was affected by several factors including low utilization of
the Company's manufacturing facilities, aggressive channel pricing to reduce
channel inventories, low prices on older generation products and aggressive
pricing given to the retail channel to obtain shelf space.

        The gross profit margins for the Company's products depend on a number
of factors, such as the degree of competition in the market for such products,
the product and channel mix (wholesale distributors and retailers versus OEMs),
component costs and manufacturing efficiencies. In general, gross profit margins
are higher on sales to wholesale distributors and retailers than on sales to
OEMs. However, in the first quarter of 1997 the Company's aggressive pricing
strategy to retailers reduced the gross margin percentage for this channel. In
addition, gross profit margins on product categories differ. Accordingly, the
Company's gross profit has varied substantially from quarter to quarter in the
past, and can be expected to continue to do so in the future. There will be
circumstances, which management anticipates will occur in the second quarter, in
which the Company accepts lower margin sales for purposes such as to phase-out
inventory, and to utilize manufacturing capacity.

        Research and Development Expenses. Research and development expenses
decreased to $674,000 in the three months ended March 31, 1997 from $736,000 in
the three months ended March 31, 1996. This represents an increase in research
and development expenses as a percentage of net sales to 3.6% for the three
months ended March 31, 1997 from 1.6% for the three months ended March 31, 1996.
The increase in research and development expenses as a percentage of net sales
was primarily attributable to the fixed nature of certain research and
development expenses allocated over a lower sales base. It is anticipated that
research and development expenses will increase in absolute dollars in future
quarters as the Company continues to diversify its product line and to meet the
requirements to recertify each increase in modem speeds such as the 56Kbps
product in the international markets. Research and development expenses are
expected to continue to be a higher percentage of sales in 1997 than the
historical level of approximately 2.0% because of lower sales and higher
expenditures.


                                     - 14 -
<PAGE>   15
        Selling, General and Administrative Expenses. Selling, general and
administrative expenses decreased to $4,703,000 in the three months ended March
31, 1997 from $4,711,000 in the three months ended March 31, 1996. Selling,
general and administrative expenses as a percentage of net sales increased to
25.1% in the three months ended March 31, 1997 from 10.5% in the three months
ended March 31, 1996. The increase in selling, general and administrative
expenses as a percentage of net sales is primarily the result of the substantial
decline in sales as well as the fixed nature of many of the selling, general and
administrative expenses. Also in the three months ended March 31, 1997 selling,
general and administrative expenses include $260,000 for consulting fees and
expenses recorded for the October, 4, 1996 Consulting Agreement entered into by
the Company with ArgoQuest, Inc. which was not in the three month period ended
March 31, 1996, and the provision for uncollectible accounts increased by
$358,000 for the three months ended March 31, 1997 compared to the three months
ended March 31, 1996.

        Selling, general and administrative expenses as a percentage of net
sales will continue to fluctuate and will be influenced by the level of sales to
the various distribution channels, and the particular sales and marketing
requirements of each of the channels. The Company's increased penetration of the
retail channel will impact the level of expenses. Certain selling, general and
administrative expenses have a fixed nature, thus a reduction in net sales as
was seen in the three month period ended March 31, 1997 will result in an
increase in selling, general and administrative expenses as a percentage of net
sales. It is expected that for the second quarter of 1997 that net sales will be
lower than the comparable period in 1996 and selling, general and administrative
expenses as a percentage of net sales will be higher than the comparable period.

LIQUIDITY AND CAPITAL RESOURCES

        In the three months ended March 31, 1997, the Company's working capital
decreased by $2,402,000 from December 31, 1996. This decrease was represented by
increases in cash of $791,000 and other current assets of $1,025,000 and a
decrease in current liabilities of $7,039,000; offset by decreases in
inventories of $2,933,000 and trade receivables of $8,324,000. The Company's
operations provided cash of $585,000 for the three months ended March 31, 1997.
The Company's investing activities consisted of capital expenditures of $36,000
during the three months ended March 31, 1997.

        The Company may from time to time experience periods of negative cash
flow from operations. The Company intends to borrow under its line of credit to
the extent necessary to finance cash needs. The Company has an unsecured
$12,000,000 line of credit with a commercial bank which expires on May 31, 1998.
As of March 31, 1997, no borrowings were outstanding under this line of credit,
which permits borrowings of the lesser of $12,000,000 or 60% of qualified
accounts receivable. Under the terms of the loan agreement relating to the line
of credit, the Company may elect the interest rate to be either the bank's prime
rate or the London InterBank Offered Rate (LIBOR) plus 1 1/2%. The loan
agreement requires the Company to maintain certain financial ratios, limits the
incurrence of additional debt, and


                                     - 15 -
<PAGE>   16
prohibits payment of dividends without the bank's consent. The Company does not
anticipate that borrowings will be made under the line of credit in the second
quarter of 1997.

        The Company currently believes that the combination of cash generated
from operations, the Company's existing cash balances, and its line of credit
will be sufficient to meet its liquidity and capital requirements through at
least December 31, 1997.

        The Company's trade receivables as of March 31, 1997 were $18,843,000
which represents an average days outstanding of approximately 90 days. The trade
receivables include an outstanding debt from Packard Bell/NEC in the amount of
$1,944,000. Packard Bell has agreed to pay the balance as it sells the
underlying inventory and any inventory not sold can be returned if the agreed
restocking charge is paid. While the Company has recorded an allowance for some
returns, there can be no assurance that such allowance will be sufficient to
cover the actual effect of the product returns. The Company also has a
receivable outstanding in the amount of $2,388,000 from Creatix. The Company has
entered into a letter of intent to purchase Creatix but because certain
conditions regarding financing have not met the terms of the letter of intent
and because Creatix has had poor operating results over the last three months,
the Company is evaluating whether to conclude the acquisition. The receivable is
the result of the Company selling modem chips to Creatix. The trustee managing
the operations of Creatix has indicated that the receivable balance will be paid
as Creatix collects receivables and reduces inventories. Based on information
provided to the Company by Creatix, the Company believes that Creatix has the
financial resources to pay off the receivable balance. However, further
operating losses being incurred by Creatix may impact its ability to pay the
full balance. No reserves have been established for this receivable as of March
31, 1997. The resolution of above two receivable issues is important to the
liquidity of the Company and if not resolved satisfactorily would impact future
financial results.

        The Company's management continually reviews its financing options. The
Company is considering and will continue to consider alternative financing
opportunities including the issuance of equity, debt or convertible debt, if
market conditions make such alternatives financially attractive methods of
funding the Company's short-term or long-term needs.

CERTAIN FACTORS THAT MAY AFFECT FUTURE PERFORMANCE.

        In addition to the other information contained in this Report, the
following are important factors that should be considered carefully in
evaluating the Company and its business.

        NEW PRODUCTS, TECHNOLOGICAL CHANGES AND INVENTORY MANAGEMENT. The
markets for the Company's products are characterized by rapidly changing
technology, evolving industry standards and short product life cycles. The
Company's success depends upon its ability to enhance its existing products and
to introduce new products with features that meet changing end user
requirements. Moreover, because of short product life cycles coupled with long
lead times for many components used in the Company's products, the Company may
not be able to


                                     - 16 -
<PAGE>   17
quickly reduce its production or inventory levels in response to unexpected
shortfalls in sales or, conversely, to increase production or inventory levels
in response to unexpected demand. There can be no assurance that the Company
will be successful in identifying new markets, in developing, manufacturing and
marketing new products, or in enhancing its existing products, either internally
or through strategic relationships with third parties. The Company's business
would be adversely affected if the Company were to incur delays in developing
new products or enhancing existing products, if the Company were to experience
delays in obtaining any required regulatory approvals for its products or if
such new products or enhancements did not gain market acceptance. In addition,
there can be no assurance that products or technologies developed by others will
not render the Company's products or technologies noncompetitive or obsolete.
The recent introduction of competing technologies on the 56Kbps modem and the
marketing activities to promote the advantages of such technology has heightened
the competitive pressures in the industry. Each increase in speed in modem
technology has had transition issues; however, the Company believes that the
transition to 56Kbps technology is resulting in more extensive upgrade policies
which may result in lower gross margins than new sales of 56Kbps modems.
Moreover, price decreases could occur earlier in the 56Kbps product cycle than
occurred with 14.4Kbps and 28.8Kbps products.

        Sales of individual products and product lines are typically
characterized by rapid declines in sales, pricing and margins toward the end of
the respective product's life cycle, the precise timing of which may be
difficult to predict. As new products are planned and introduced, the Company
attempts to monitor closely the inventory of older products and to phase out
their manufacture in a controlled manner. Nevertheless, the Company could
experience unexpected reductions in sales of older generation products as
customers anticipate the availability of new products. These reductions could
give rise to additional charges for obsolete or excess inventory, returns of
older generation products by distributors or substantial price protection
charges. To the extent that the Company is unsuccessful in managing product
transitions, its business and operating results could be materially adversely
affected.

        Because all of the Company's products are used in PCs and computer
networks, the Company's future operating results could be adversely affected by
changes in the PC and computer networking markets, including major technological
developments or fluctuations in the growth rate. In addition, there is a trend
in original PC system manufacturing to integrate additional functionality onto
the system board of the PC or to utilize chipsets which incorporate additional
functionality, thereby decreasing the market for PC enhancement products. In
this regard, demand for the Company's SoundExpression multimedia products
declined in the last six months of 1995, throughout 1996 and the first three
months of 1997 due to the increased use by OEMs of chipsets incorporating sound
and modem features which are integrated into the system board of the PC.
Moreover, it is a concern in the PC industry that the penetration of PCs into
the home has flattened at 40% and that PC growth will slow as PCs become more of
a replacement market. Any decrease in the markets for PC enhancement or
networking products or reduction in the growth rates in such markets could have
a material adverse effect on the Company's operating results.


                                     - 17 -
<PAGE>   18
        POTENTIAL FLUCTUATIONS IN QUARTERLY RESULTS. The Company's quarterly
operating results have varied significantly, and may continue to vary
significantly, depending on a number of factors, some of which could adversely
affect the Company's operating results and the trading price of the Company's
Common Stock. These factors include competitive pricing pressures, the timing of
orders from and shipments to major customers, the timing of new product
introductions by the Company and its competitors, the availability and pricing
of components for the Company's products, the timing of phase-outs of the
Company's products, variations in the Company's product mix and component costs,
variations in the proportion of sales made to wholesale distributors, OEMs and
retailers, product returns or price protection charges from customers, the
timing of sales of the Company's products to end users by the Company's
customers, seasonal promotions by the Company, its customers and competitors,
economic conditions prevailing within the computer industry and economic
conditions generally. Quarterly sales depend on the volume and timing of orders
received during a quarter, which are difficult to forecast. Customers generally
order products on an as-needed basis, and accordingly the Company has
historically operated with a relatively small backlog. Moreover, as is typical
for companies in the PC industry, a disproportionate percentage of the Company's
net sales in any quarter are typically generated in the last month of a quarter.
As a result, a shortfall in net sales in any quarter as compared to expectations
may not be identifiable until the end of the quarter. In addition, from time to
time, a significant portion of the Company's sales are derived from a limited
number of customers, the loss of one or more of which could adversely impact
operating results. The Company's expense levels are based, in part, on its
expectations as to future sales. If sales levels are below expectations,
operating results may be adversely affected, which would likely have an adverse
effect on the trading price of the Company's Common Stock.

        ACQUISITIONS. The Company may from time to time pursue the acquisition
of other companies, assets, technologies or product lines that would complement
or expand its existing business. Certain of these acquisitions may involve
businesses in which the Company lacks experience. Acquisitions involve a number
of risks that could adversely affect the Company's operating results, including
the diversion of management's attention, the assimilation of the operations,
products and personnel of the acquired companies, the amortization of acquired
intangible assets and the potential loss of key employees of the acquired
companies. There can be no assurance that the Company will be able to identify
businesses that would complement or expand its existing business or complete
such acquisitions, manage one or more acquisitions successfully, or that the
Company will be able to integrate the operations, products or personnel gained
through such acquisition without a material adverse impact on the Company's
business, financial condition and results of operations, particularly in the
quarters immediately following such acquisitions.

        INTERNATIONAL OPERATIONS. The Company's international sales are subject
to the risks inherent in international sales, including various regulatory
requirements (including the need to obtain certifications for the Company's data
communications products), political and economic changes and disruptions,
tariffs or other barriers, difficulties in staffing and managing foreign


                                     - 18 -
<PAGE>   19
operations, and potentially adverse tax consequences. In addition, fluctuations
in exchange rates may render the Company's products less competitive relative to
local product offerings or expose the Company to foreign currency exchange
losses. The strength of the U.S. dollar in early 1997 may have a negative impact
for 1997. One or more of these factors may have a material adverse effect on the
Company's future international sales and, consequently, on the Company's
operating results.

        DEPENDENCE ON SUPPLIERS. The major components of the Company's products
include circuit boards, microprocessors, chipsets and memory components. Most of
the components used in the Company's products are available from multiple
sources. However, certain components used in the Company's products are
currently obtained from single sources. Certain modem chipsets used in the
Company's data communications products have been in short supply and are
frequently on allocation by semiconductor manufacturers. Similar to others in
the computer industry, the Company has, from time to time, experienced
difficulty in obtaining certain components. The Company has no guaranteed supply
arrangements with any of its suppliers and there can be no assurance that these
suppliers will continue to meet the Company's requirements. Shortages of
components not only limit the Company's production capacity but also could
result in higher costs due to the higher costs of components in short supply or
the need to utilize higher cost substitute components. An extended interruption
in the supply of any of these components or a reduction in their quality or
reliability would have a material adverse effect on the Company's operating
results. While the Company believes that with respect to its single source
components it could obtain similar components from other sources, it could be
required to alter product designs to use alternative components. There can be no
assurance that severe shortages of components will not occur in the future which
could increase the cost or delay the shipment of the Company's products and have
a material adverse effect on the Company's operating results. Significant
increases in the prices of these components could also have a material adverse
effect on the Company's operating results since the Company may not be able to
adjust product pricing to reflect the increases in component costs. Moreover, a
number of components for the Company's products are obtained from foreign
suppliers. Increases in tariffs on such components or fluctuations in exchange
rates could result in increases in the prices paid by the Company for these
components, which could impact the Company's ability to compete with foreign
manufacturers and have a material adverse effect on the Company's operating
results.

        SALES CHANNEL RISKS. The Company sells its products to OEMs, national,
regional and international wholesale distributors and retailers and catalog
companies. Sales to OEMs accounted for approximately 32% of net sales in the
three months ended March 31, 1997. OEMs have significantly different
requirements, and in most cases, more stringent purchasing procedures and
quality standards than wholesale distributors and other resellers. There can be
no assurance that the Company will continue to be successful in developing
products for, and delivering products to, the OEM market, or that it will be
successful in establishing and maintaining an effective distribution and
customer support system for OEMs. The Company's business could be adversely
affected if it is unsuccessful in developing, manufacturing and


                                     - 19 -
<PAGE>   20
marketing products for sale to OEMs. In addition, OEMs may require special
distribution arrangements and product pricing, which could have a material
adverse effect on the Company's operating results. In 1996, the Company's three
largest OEM customers accounted for approximately 42% of the Company's net
sales. A decline in sales to any of these customers or a delay or default in
payment by these customers could have a material adverse effect on the Company's
results of operations or financial condition. Sales to these three OEM customers
during the first quarter of 1997 represented approximately 7% of the Company's
net sales.

        The Company's three largest wholesale distributors accounted for
approximately 12% of the Company's net sales in the three months ended March
31,1997. The PC distribution industry has been characterized by rapid change,
including consolidations and financial difficulties of wholesale distributors
and the emergence of alternative distribution channels. The Company is dependent
upon the continued viability and financial stability of its wholesale
distributors. The loss or ineffectiveness of any of the Company's three largest
wholesale distributors or a number of its smaller wholesale distributors could
have a material adverse effect on the Company's operating results. In addition,
an increasing number of vendors are competing for access to wholesale
distributors which could adversely affect the Company's ability to maintain its
existing relationships with its wholesale distributors or could negatively
impact sales to such distributors. The Company's sales to wholesale distributors
declined in absolute dollars from 1995 to 1996 and this trend continued during
the first quarter of 1997.

        COMPETITION. The markets for the Company's products are intensely
competitive resulting in constant pricing pressures. Some of the Company's
competitors have significantly greater financial, technical, product
development, manufacturing or marketing resources than the Company. The Company
believes that its ability to compete depends on a number of factors, including
price, product quality and reliability, product availability, credit terms, name
recognition, delivery time, and post-sale service and support. There can be no
assurance that the Company will be able to continue to compete successfully with
respect to these factors. A variety of companies currently offer products that
compete directly with the Company's products. These competitors could introduce
additional products or add features to their existing products that are superior
to the Company's products or that achieve greater market acceptance. In addition
to U.S.-based firms, the Company faces competition from Pacific Rim suppliers
which generally offer products at significantly lower prices. The introduction
of lower priced competitive products or significant price reductions by the
Company's competitors would result in price reductions in the Company's products
that could have a material adverse effect on the Company's operating results. In
addition, as the Company enters into new product markets, such as ISDN, cable
modems and videoconferencing, the Company anticipates that it will encounter
competition from a number of well-established companies, many of which have
greater financial, technical, product development, manufacturing or marketing
resources and experience.

        MANAGEMENT OF GROWTH. In recent years, the Company has experienced
significant growth and expansion in the overall level of its business and scope
of operations, including


                                     - 20 -
<PAGE>   21
sales and distribution, research and development, marketing and technical
support. The Company's ability to manage its growth will require it to continue
to invest in its operations and to retain, motivate and effectively manage its
employees. If the Company's management is unable to manage growth effectively,
the Company's results of operations could be materially and adversely affected.

        PROPRIETARY RIGHTS; DEPENDENCE ON SOFTWARE LICENSES. Although the
Company has not historically been the subject of significant claims of
infringement by third parties, the Company receives from time to time, and may
receive in the future, communications from third parties asserting intellectual
property rights relating to the Company's products and technologies. There can
be no assurance that in the future the Company will be able to obtain licenses
of any intellectual property rights owned by third parties with respect to the
Company's products or that any such licenses can be obtained on terms favorable
to the Company. If the Company is unable to obtain licenses of protected
technology, it could be prohibited from manufacturing and marketing products
incorporating that technology. The Company could also incur substantial costs in
redesigning its products or in defending any legal action taken against it.
Should the Company be found to infringe the proprietary rights of others, the
Company could be required to pay damages to the infringed party which could have
a material adverse effect on the Company's operating results.

        In certain of its products, the Company includes software licensed from
third parties. The Company's operating results could be adversely affected by a
number of factors relating to this third party software, including lack of
market acceptance, failure by the licensors to promote or support the software,
delays in shipment of the Company's products as a result of delays in the
introduction of licensed software or errors in the licensed software, or excess
customer support costs or product returns experienced by the Company due to
errors in the licensed software. Moreover, any impairment or termination of the
Company's relationship with any licensors of third party software could have a
material adverse effect on the Company's operating results.

        RELIANCE ON CENTRALIZED MANUFACTURING. All of the Company's
manufacturing occurs at its leased headquarters facility in Boca Raton, Florida.
The Company's manufacturing operations utilize certain equipment which, if
damaged or otherwise rendered inoperable, would result in the disruption of the
Company's manufacturing operations. Although the Company maintains business
interruption insurance which the Company believes is adequate, any extended
interruption of the operations at this facility would have a material adverse
effect on the Company's operating results.

        PRODUCT RETURNS, PRICE PROTECTION AND WARRANTY CLAIMS. Like other
manufacturers of computer products, the Company is exposed to the risk of
product returns from wholesale distributors and retailers, either through
contractual stock rotation privileges or as a result of the Company's interest
in assisting customers in balancing inventories. Although the Company attempts
to monitor and manage the volume of sales to wholesale distributors and
retailers, large shipments in anticipation of sales by wholesale distributors
and retailers can lead to substantial


                                     - 21 -
<PAGE>   22
overstocking by the Company's wholesale distributors and retailers and to higher
than normal returns. Moreover, the risk of product returns may increase if
demand for the Company's products declines. When the Company reduces its prices,
the Company credits its wholesale distributors and retailers for the difference
between the purchase price of products remaining in their inventory and the
Company's reduced price for such products on terms negotiated with the Company,
the result of which could have a material adverse effect on the Company's
operating results. The Company's limited five-year warranty permits customers to
return any product for repair or replacement if the product does not perform as
warranted. The Company to date has not encountered material warranty claims or
liabilities. The Company seeks to continually introduce new and enhanced
products, which could result in higher product returns and warranty claims due
to the risks inherent in the introduction of such products. The Company has
established reserves for product returns, price protection and warranty claims
which management believes are adequate. There can be no assurance that product
returns, price protection and warranty claims will not have a material adverse
effect on future operating results.

        VOLATILITY OF STOCK PRICE. The price of the Company's Common Stock
historically has been volatile due to fluctuations in operating results and
other factors relating to the Company's operations, the market's changing
expectations for the Company's growth, overall equity market conditions relating
to the market for technology stocks generally and other factors unrelated to the
Company's operations, including announcements by or relating to the Company's
competitors. Such fluctuations are expected to continue. In addition, stock
markets have experienced more price volatility in recent years. This volatility
has had a substantial effect on the market prices of securities issued by many
technology companies, often for reasons unrelated to the operating performance
of the specific companies.


                                     - 22 -
<PAGE>   23
PART II.

                               BOCA RESEARCH, INC.
                                OTHER INFORMATION

Items 1-3.

        Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders

        There were no matters submitted to a vote of security holders during the
quarter ended March 31, 1997.

Item 5. Other information

        None.

Item 6. Exhibits and Reports on Form 8-K

        (a) Exhibits:

            11 Calculation of shares used in determining earnings per share.

        (b) Reports on Form 8-K

            There were no reports on Form 8-K filed by the Company during
            the quarter ended March 31, 1997.


                                     - 23 -
<PAGE>   24
                               BOCA RESEARCH, INC.

                                   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 of the
undersigned thereunto duly authorized.



Dated: May 13, 1997                 /s/ Anthony F. Zalenski
                                    -----------------------------------
                                    Anthony F. Zalenski
                                    President and Chief Executive Officer
                                    (Principal Executive Officer)




Dated: May 13, 1997                 /s/ R. Michael Brewer
                                    -----------------------------------
                                    R. Michael Brewer
                                    Senior Vice President - Finance and
                                    Chief Financial Officer
                                    (Principal Financial and
                                    Accounting Officer)


                                     - 24 -
<PAGE>   25
                               BOCA RESEARCH, INC.

                                INDEX TO EXHIBITS


                                                                            Page
                                                                            ----

Exhibit 11  Calculation of shares used in determining earnings per share     26


                                     - 25 -