<PAGE>   1
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                    FORM 10-K

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

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
                          COMMISSION FILE NUMBER 1-9983


                            OEC MEDICAL SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

           DELAWARE                                   94-2538512
(State or other jurisdiction of                     (I.R.S. Employer
 incorporation or organization)                  Identification Number)

        384 WRIGHT BROTHERS DRIVE                        84116
          SALT LAKE CITY, UTAH                          (Zip Code)
(Address of principal executive offices)        

                                 (801) 328-9300
                         (Registrant's telephone number)

           Securities registered pursuant to Section 12(b) of the Act:
                  Listed on the New York Stock Exchange (NYSE)

                          Common Stock, $.01 par value

        Securities registered pursuant to Section 12(g) of the Act: None

    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 short period that the Registrant
was required such reports and (2) has been subject to such filing requirements
for the past 90 days. Yes X  No
                         ---
    Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

    The aggregate market value of Common Stock held by non-affiliates (based on
the closing sales price on the New York Stock Exchange) on February 20, 1997 was
approximately $204,267,047.

    As of February 20, 1997, there were 12,379,821 shares of Common Stock with
$.01 par value outstanding.

Documents Incorporated by Reference:                         Form 10-K Part

(1) Portions of Definitive Proxy Statement to 
      be mailed to stockholders in connection with the 
      Registrant's 1996 Annual Meeting of Stockholders          I, III

(2) Portions of the Annual Report to Shareholders for 
      fiscal year ended December 31, 1996                           II

===============================================================================
<PAGE>   2
                            OEC MEDICAL SYSTEMS, INC.
                          1996 FORM 10-K ANNUAL REPORT
                                TABLE OF CONTENTS

<TABLE>
<S>          <C>                                                                                           <C>
PART I
Item 1.      Business                                                                                       2
Item 2.      Properties                                                                                     6
Item 3.      Legal Proceedings                                                                              6
Item 4.      Submission of Matters to a Vote of Security Holders                                            6
             Executive Officers of the Registrant                                                           6

PART II
Item 5.      Market for Registrant's Common Equity and Related Stockholder Matters                          7
Item 6.      Selected Financial Data                                                                        8
Item 7.      Management's Discussion and Analysis of Financial Condition and Results of Operations          8
Item 8.      Financial Statements and Supplemental Data                                                     8
Item 9.      Changes In and Disagreements with Accountants on Accounting and Financial Disclosure           8

PART III
Item 10.     Directors and Executive Officers of Registrant                                                 8
Item 11.     Executive Compensation                                                                         8
Item 12.     Security Ownership of Certain Beneficial Owners and Management                                 8
Item 13.     Certain Relationships and Related Transactions                                                 9

PART IV
Item 14.     Exhibits, Financial Statement Schedules and Reports on Form 8-K                               10
</TABLE>



<PAGE>   3
                            OEC MEDICAL SYSTEMS, INC.

                          1996 FORM 10-K ANNUAL REPORT

                                     PART I

Except for historical information, this discussion contains forward looking
statements that involve risks and uncertainties that could cause actual results
to differ materially from those projected. Such risk and uncertainties include:
Product demand and market acceptance; the effect of general economic conditions
and foreign currency fluctuations; the impact of competitive products and
pricing; new product development and commercialization; the effect of the
continuing shift in growth from domestic to international healthcare customers,
and the impact of managed care initiatives in the United States and the ability
to increase operating margins on higher sales.

ITEM 1.      BUSINESS

       General. OEC develops, manufactures, markets, and services computer-based
X-ray and fluoroscopic imaging systems for use in hospitals, out-patient
clinics, and surgi-centers for intraoperative and interventional procedures.

       OEC was originally established in Indiana in 1942. In response to
surgeons' need for improved methods to monitor and guide the implantation of the
various internal fixation devices, OEC entered the medical X-ray imaging market
in 1972. OEC was acquired by Diasonics, Inc. in October 1983 as a separate
operating subsidiary. The Company was merged into Diasonics in September of 1993
as part of the restructuring in which the other operating businesses of
Diasonics were spun off to shareholders and the Diasonics, Inc. name was changed
to OEC Medical Systems, Inc. .

       Today, OEC is recognized as the pioneer and continued United States
market leader of intraoperative/ interventional X-ray imaging systems. These
systems combine radiographic and fluoroscopic imaging with digital image
processing capabilities. X-rays are passed through the body and either recorded
on radiographic film or passed through an image intensifier system and displayed
as a real-time fluoroscopic image on a video monitor. Digital image processing
of the fluoroscopic image improves the image quality, lowers X-ray dosage and
results in reduced costs for a number of applications.

       OEC seeks to provide cost-effective imaging systems directed towards
medical specialties in which minimally invasive techniques are replacing
expensive open surgical procedures. High quality digital fluoroscopy has become
mandatory in today's modern operating room. Minimally invasive techniques are
expanding into many areas of surgery (vascular, neurological, orthopedic,
urologic, cardiac and general surgery). OEC's products are designed to meet the
needs of these new procedures.

       Technical leadership, strong customer relationships, and a cost-effective
product line have earned OEC the United States market share leadership position
in the intraoperative and interventional X-ray imaging markets.

       OEC believes its international markets represent a significant growth
opportunity and expects to expand its network of international distributors.
Building on its leadership position in the U.S., OEC's focus is to become the
worldwide leader for intraoperative and interventional fluoroscopy imaging. With
this focus in mind, OEC has been investing in the future through research and
development. The introduction of the Series 9600 Mobile Digital Imaging System
in 1994, the Uroview 2600 urology table, the Mini 6600 and the Compact 7600 all
introduced in 1995, are the results of these investments.

       OEC's expanding presence in international markets is another example of
the Company's investment in the future, having strengthened its wholly-owned
subsidiaries in France, Germany, Italy and Switzerland with new personnel and
training, and by designing its new products to be more appealing and acceptable
to international customers. OEC also strengthened its international network in
new markets in 1994, 1995 and 1996 by establishing new distributors or
contracting with existing distributors in South America and the Pacific Rim. OEC
intends to continue to enhance and upgrade these areas during 1997.





                                       2
<PAGE>   4

       OEC's Products. The products produced by OEC consist of mobile X-ray
imaging systems as well as fixed-room urological X-ray imaging systems.

       C-arm Products. In March 1994, OEC introduced the Series 9600 Mobile
Digital Imaging System. This mobile imaging device can be wheeled from operating
room to operating room to provide high quality, real-time fluoroscopic imaging
for a wide variety of surgical and interventional procedures that require X-ray
control.

       The modular architecture of the system allows the Series 9600 to be
tailored to meet the needs of the surgeon. For example, the 9600 can be equipped
with an expanded surgical package for general surgery and orthopedics. When
equipped with a vascular special procedures module, it can perform complex
subtraction angiography in the operating room, emergency room, or in radiology.
The most advanced version of the Series 9600 can perform many of the tasks of a
sophisticated, fixed-room digital X-ray system costing several times more than
the Series 9600. Prices of the Series 9600 Mobile Digital Imaging System range
from $100,000 to $230,000.

       In response to the changes brought on by managed healthcare, OEC recently
introduced two lower cost digital mobile X-ray machines - the Compact 7600 and
Mini 6600. These smaller, lower cost machines are specifically designed to
address the imaging requirements of outpatient surgery centers as well as other
satellite surgery delivery sites. The move towards less invasive surgeries with
accompanying shorter recovery times is driving the need for easy to operate,
cost effective fluoroscopic guidance systems in all locations of the healthcare
delivery.

       The Compact 7600 Digital Mobile C-Arm is a cost effective, simple to
operate full-body imaging system that can be utilized for most routine, less
complicated procedures. It's compact one-piece design (no separate monitor cart)
allows for ease of transport, quick positioning and minimal storage
requirements. Prices of the Compact 7600 range from $75,000 to $85,000.

       The Mini 6600 Digital Mobile C-Arm is a small, low-x-ray dose digital
fluoroscopic imaging system that has been designed to provide high quality
images of upper and lower extremities. Areas of use include hospital operating
rooms and emergency rooms, outpatient surgery centers, specialty physician
offices and veterinary clinics. Prices of the Mini 6600 range from $55,000 to
$65,000.

       During 1996, 1995 and 1994 the OEC C-arm business represented 77%, 82%
and 84% of total sales respectively.

       UroView 2600 Digital Imaging System. Urology is another surgical
specialty requiring intraoperative imaging that is rapidly moving away from the
use of static X-ray films to monitor and guide procedural progress. Diagnostic
and interventional urological procedures are typically performed in a separate
area of the operating room environment known as the Cysto Department. Until
recently, these specialized rooms were equipped with a fixed (bolted down)
urological-specific patient positioning table (motorized in movement) that also
had static X-ray filming capability built into it. These films, once exposed,
would need to be taken to a dark room to be developed prior to being brought
back to the Cysto Department for evaluation by the urologist, resulting in long
procedural delays. Additionally, real-time events could not be recorded since
radiographic film produces a static image. Eventually, real-time fluoroscopic
imaging capabilities began to be added to these systems.

       In 1987, OEC introduced the UroView product line. The UroView was the
industry's first urological table with fully integrated digital fluoroscopy,
resulting in significant image improvement, lower X-ray dosages, and reduced
costs. Prices for the UroView system presently range from $210,000 to $230,000.

       During 1996, 1995 and 1994 the OEC urology business represented 23%, 18%
and 16% of total sales, respectively.

       Quality. In June 1994 the Company's Quality Assurance System received the
Certificate of Compliance with ISO 9001, the international standard for quality
assurance in design, development, production, installation and servicing.

       Sales and Service. Domestic sales are made primarily through direct
representatives and exclusive independent distributors with installation and
service performed by OEC.



                                       3
<PAGE>   5
       In Europe, OEC distributes its products primarily through wholly owned
subsidiaries in Italy, France, Germany and Switzerland. For the remainder of
Europe, the Far East and Latin America, distribution is done through independent
dealers and distributors.

       OEC generally provides warranty for its products for a period of six to
twelve months from the date of installation. OEC offers service contracts for
products for which the warranty has expired.

       During 1996, 1995 and 1994, service revenue represented 13%, 15% and 13%
of net sales respectively.

       Manufacturing. OEC's manufacturing operations are located in Salt Lake
City, Utah, Warsaw, Indiana and as of January 1, 1997 Wendelstein, Germany. OEC
owns sufficient property at its Salt Lake City site to expand its facilities if
needed. OEC's products incorporate microprocessors for which proprietary
software has been designed by OEC. OEC's Warsaw, Indiana facility manufacturers
the sheet metal enclosures, the mechanical C-arm assembly and all major
mechanical components for OEC's products. The electronics and imaging components
are manufactured at OEC's Salt Lake City facility, which also performs final
assembly and test of the finished devices. The Wendelstein, Germany facility
manufactures the Compact 7600 and the Series 7600.

       Competition. The market for mobile X-ray and urology products is highly
competitive. Many of OEC's existing and potential competitors have substantially
greater financial, marketing and technological resources. In the market for
products similar to OEC's Series 9600 Mobile C-arm, OEC competes with General
Electric Corporation, Siemens Medical Systems, Inc., Philips Medical Systems,
Inc. and Toshiba Medical Systems, Inc. Competitive companies offering products
similar to the Mini 6600 include Fluoroscan Imaging Systems, Inc. Lunar
Corporation, and XiTec, Inc. The Compact 7600 competes with a similar product
from International Medical Systems, Inc. Competitive companies offering products
similar to the UroView 2600 include Picker International, Inc., Dornier Medical
Systems, Inc., and Liebel-Flarsheim Company. OEC competes on the basis of price,
imaging quality, technological innovation, upgradeability, reliability, and
quality of service and support.

       Backlog. At December 31, 1996, OEC's backlog was approximately $24.1
million, as compared with approximately $16.8 million at December 31, 1995. OEC
includes in backlog only firm orders deliverable within 12 months. Backlog also
includes service contract revenue which will be earned over the next twelve
months.

       Research and Development. The medical imaging business involves rapid
technological change and innovation. OEC believes the ability to use
technological innovation to advance the clinical utility of diagnostic imaging
has and will continue to be a significant factor in its success in competing in
its marketplaces. OEC has continued to invest in research and development to
identify solutions to the imaging requirements of the area of minimally invasive
medical practices. This has led to a continuous release of both improvements in
existing products and the introduction of the Series 9600 Mobile Digital Imaging
System in 1994 along with the introduction in 1995 of the Uroview 2600, the Mini
6600 and the Compact 7600.

       During 1996, 1995, and 1994, OEC's research and development expenses
totaled $8.9 million, $7.7 million and $8.4 million, respectively, representing
6.9%, 7.6% and 8.6% of net sales.

       Employees. On December 31, 1996, OEC had approximately 550 employees.
None of OEC's employees are covered by collective bargaining agreements, and OEC
considers its employee relations to be satisfactory.

       Acquisitions. During 1995, the Company purchased 19.8% ownership position
in Barwig Medizinische Systeme GmbH (BMS), a German manufacturer of medical
equipment. The Company was granted exclusive worldwide distribution rights for
the 7600 C-Arm manufactured by BMS. On January 1, 1997 the Company purchased the
remaining outstanding shares of BMS, making it a wholly owned subsidiary of the
Company.

      Risk Factors. The Company's business involves risks and uncertainties that
could cause actual results to differ materially from those projected. Such risks
and uncertainties include: Product demand and market acceptance; the effect of
general economic conditions and foreign currency fluctuations; the impact of
competitive products and pricing; new product development and commercialization;
the effect of the continuing shift in growth from domestic to international
healthcare customers, and the impact of managed care initiatives in the United
States and the ability to increase operating margins on higher sales.




                                       4
<PAGE>   6

    Future operating results are dependent on the Company's' ability to develop,
manufacture and market innovative products that meet customers' needs. Inherent
in this process are a number of risks that the Company must successfully manage
in order to achieve favorable operating results. The process of developing new
high technology medical products is complex and uncertain and requires
innovative designs that anticipate customer needs, technological trends and
healthcare shifts. There can be no assurance that the Company will be able to
develop and market new products on a cost-effective and timely basis, that such
products will compete favorably with products developed by others or that
technology will not be superseded by new discoveries or breakthroughs, for
example, the delay in introduction of the Series 9600 in 1994 which negatively
impacted revenue and earnings for the year.

      Because of the substantial length of time and expense associated with
bringing new products through development and regulatory approval to the
marketplace, the medical device industry places considerable importance on
obtaining patent, trademark, copyright and trade secret protection for new
technologies, products and processes. A loss of protection could have a material
adverse effect on the Company's business.

      Major items that OEC currently purchases from others include video
monitors, X-ray tubes, image intensifiers, CCD cameras and power supplies. Some
of these parts and components are available from a limited number of
single-source manufacturers or suppliers. While the Company believes any of
these single-source items could be replaced over time, abrupt disruption in the
supply of a part for a product could have a material adverse effect on the
Company's production in cases where the existing inventory of the components is
not adequate to meet the Company's demand for the component during such
disruption and could have a material adverse effect on its financial condition
and results of operations.

      The testing, marketing and sale of human healthcare products entails an
inherent risk of product liability, and there can be no assurance that product
liability claims will not be asserted against OEC. Although OEC has product
liability insurance coverage, there can be no assurance that such coverage will
provide adequate coverage against all potential claims.

      As a manufacturer of medical devices, OEC is subject to extensive and
rigorous governmental regulation, principally by the FDA and corresponding state
and foreign agencies. Failure to comply with FDA regulations could result in
sanctions being imposed, including restrictions on the marketing of or recall of
the affected products.

      OEC's facilities and manufacturing processes have been periodically
inspected by the FDA and other agencies, but remain subject to audit from time
to time. OEC continues to devote substantial human and financial resources to
regulatory compliance and believes that it remains in substantial compliance
with all applicable federal and state regulations. Nevertheless, there can be no
assurance that the FDA or a state agency will agree with OEC's positions, or
that its GMP compliance will not be challenged at some subsequent point in time.
OEC has received approval from the FDA and foreign regulatory authorities in the
past, when required, to market its products. In general, the length of time for
all reviews and approvals, most particularly from the FDA, has been lengthening
and the review or approval process for medical devices has become substantially
more difficult and expensive. Moreover, regulatory approvals, when granted, may
contain significant limitations on the standards due to unforeseen problems. To
date, product reviews for medical imaging technologies have been obtained within
three to twelve months. There can be no assurance that OEC will be able to
obtain necessary regulatory approvals in the future, and delays in the receipt
of or failure to receive such approvals, the loss of existing approvals or
failure to comply with regulatory requirements could have a material adverse
effect on the business, financial condition and results of operation of OEC.

      A portion of the Company's research and development activities, its
corporate headquarters and other critical business operations are located near a
major earthquake fault. The ultimate impact on the Company, significant
suppliers and the general infrastructure is unknown, but operating results could
be materially affected in the event of a major earthquake.

      Although OEC believes that it has the product offerings and resources
needed for continuing success, future revenue and margin trends cannot be
reliably predicted and may cause the Company to adjust its operations. Factors
external to the Company can result in volatility of the Company's common stock
price.


                                       5
<PAGE>   7

ITEM 2. PROPERTIES.

       OEC owns its corporate headquarters and manufacturing facility of 105,000
square feet in Salt Lake City, Utah, and leases another 80,000 square feet of
manufacturing in Warsaw, Indiana. The lease expires on June 30, 2000. The
Company leases 10,000 square feet of manufacturing in Wendelstein, Germany for
the BMS operations. The lease expires in October 1998.


ITEM 3.      LEGAL PROCEEDINGS.

            Litigation was instituted against the Company by a terminated
distributor in 1986. An unfavorable decision in the amount of $3.1 million was
rendered by the trial court in 1992. As a result of that decision, the Company
established a reserve for the judgment. The Company appealed the trial court
decision on a number of grounds, and in November, 1993, the appellate court
reversed the trial court and held for the Company on the ground that the
distributor had released his claims against the Company in the settlement of
other litigation and did not reach the other issues raised on appeal. The
distributor filed a petition in the Indiana Supreme Court requesting that the
court vacate the appellate court ruling and remand the case to the appellate
court for consideration of the other issues raised on appeal. On December
31,1996, the Indiana Supreme Court reversed the ruling of the Indiana Circuit
Court of Appeals and held that the trial court correctly determined that the
release executed by the distributor did not release the Company. The case has
been remanded back to the appellate court for consideration of the remaining
issues raised on the appeal. While the Company believes that it will ultimately
prevail, no determination can be made as to whether some or all of the reserve
should be reversed. As of December 31, 1996, the reserve with accrued interest
totaled approximately $4.1 million.

       All but one of the pending lawsuits relating to the former MRI Division
have been favorably resolved by dismissals, summary judgment or directed
verdicts in favor of the Company. With respect to the sole exception, an action
filed by Lenox Hills Leasing Associates, Toshiba America Medical Systems, Inc.
("Toshiba") has agreed to defend and indemnify the Company. All of the pending
actions, and any future actions related to the MRI Division, are the subject of
an arbitration award in favor of the Company and against Toshiba. That
arbitration award holds that, with certain limited exceptions not applicable to
any of the pending actions, Toshiba is obligated to indemnify the Company for
compensatory and punitive damages, if any, awarded against the Company in any
action related to the former MRI Division and to reimburse the Company for its
attorney's fees and expenses incurred in defending such actions, regardless of
whether such actions allege intentional misconduct or fraud. This arbitration
award was affirmed by a California trial court. Toshiba appealed, and the
California Court of Appeals affirmed the ruling of the trial court in 1996. The
California Supreme Court has declined to hear Toshiba's appeal of the favorable
Court of Appeal's ruling.

       OEC is also a defendant in other ordinary commercial litigation. In light
of available insurance and reserves, management believes that such litigation
will not have a material effect on OEC's business or financial condition.

ITEM 4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

       No matters were submitted to a vote of the Company's Security Holders
during the fourth quarter of fiscal year 1996.


                                       6
<PAGE>   8

EXECUTIVE OFFICERS OF THE REGISTRANT

<TABLE>
<CAPTION>
Name                                             Age        Position
----                                             ---        --------
<S>                                              <C>        <C>
Barry K. Hanover                                 42         Chief Technical Officer and Executive Vice President
Larry E. Harrawood                               49         Vice President, Marketing
Gary N. Kilman                                   52         Vice President, Sales
Ruediger Naumann-Etienne                         50         President and Chief Executive Officer
Randy W. Zundel                                  41         Chief Operating Officer, Chief Financial Officer &
                                                            Executive Vice President
</TABLE>

      Barry K. Hanover is the Chief Technical Officer and Executive Vice
President, Engineering of the Company. He was appointed Chief Technical Officer
in September 1996. He has been the Vice President, Engineering since December
1992. Previously, he was Director, Mechanical Engineering from October 1992 to
December 1992. Prior to that, he was President of Hanover Engineering Services,
an engineering consulting firm, from June 1992 to October 1992, and Vice
President, Technical Development and member of the Board of Directors of Sarcos,
Inc., a biomedical technology company from 1988 through 1992.

      Larry E. Harrawood has been Vice President, Marketing and Business
Development of the Company since July 1987. Previously, he was Vice President,
Business Development from October 1986 to July 1987, Vice President, Sales and
Marketing from July 1985 to October 1986, and General Manager of X-ray
operations from December 1972 to July 1985.

      Gary N. Kilman has been Vice President, Sales of the Company since
February 1987. Previously, he was National Sales Manager for ADAC Laboratories,
a medical imaging company. Prior to that, he held progressively titles of Sales
Rep, Regional Sales Manager, and Area Sales Manager at that company. Prior to
that he was Area Sales Manager, IBM, BioMedical Systems.

      Ruediger Naumann-Etienne was named CEO and President of OEC in February
1995. He has been a director of the Company since January 1989, and was named
Chairman of the Board in September 1993. He has been Managing Director of
Intertec since July 1990. He was President and Chief Operating Officer of the
Company from December 1987 to July 1990 and Executive Vice President and Chief
Financial Officer from April 1984 to September 1988.

      Randy W. Zundel is an Executive Vice President and the Chief Operating
Officer and the Chief Financial Officer of the Company. He was appointed Chief
Operating Officer in September 1996. He has been the Chief Financial Officer of
the Company since October 1993. He was the Chief Operating Officer from February
1990 to September 1993. Prior to that he was Vice President, Operations from May
1987 to February 1990. Mr. Zundel has held various other positions with OEC
since 1981. He is also a director of Orbtek, a start-up opthamalogy company.



                                     PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

      The Company's common stock is presently traded on the New York Stock
Exchange under the trading symbol OXE. Prices shown are the range of high and
low closing prices per share on the New York Stock Exchange -- Composite
Transactions, as reported by the Wall Street Journal. On February 20, 1997 the
number of holders of record of common stock was 2,133.


                                       7
<PAGE>   9

<TABLE>
<CAPTION>
                                                                                          Prices
                         Quarter Ended:                                    High            Low            Close
                         --------------                                    ----            ---            -----
<S>                                                                     <C>             <C>             <C>    
               March 31, 1995.........................................    6 5/8           5 5/8           5 7/8
               June 30, 1995..........................................    8               5 5/8           7 3/4
               September 30, 1995.....................................    8 7/8           7 1/8           8 1/8
               December 31, 1995......................................   10 3/8           7 7/8           9 3/4


               March 31, 1996.........................................   13 3/4           9 1/2          11 3/4
               June 30, 1996..........................................   13 5/8          11 1/4          13 5/8
               September 30, 1996.....................................   13 1/2          10 3/4          12 1/2
               December 31, 1996......................................   16 7/8          12 1/4          15
</TABLE>

       The Company has not paid any dividend on its common stock. The Company
presently intends to retain all earnings for use in the business and, therefore,
does not anticipate paying any cash dividends in the foreseeable future.


ITEM 6.      SELECTED FINANCIAL DATA.

       The table labeled "Five Year Summary" appearing as page 20 of Exhibit 13
is incorporated herein by reference.

ITEM 7.      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
             RESULTS OF OPERATIONS

       The section labeled "Management's Discussion and Analysis of Financial
Condition and Results of Operations" appearing as pages 21 through 24 of Exhibit
13 is incorporated herein by reference.

ITEM 8.      FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA.

       The Consolidated Financial Statements and Notes thereto appearing at
pages 25 through 37 of Exhibit 13 is incorporated herein by reference.


ITEM 9.      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
             FINANCIAL DISCLOSURE.

       Not applicable.


                                    PART III

ITEM 10.     DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT.

       Information concerning the directors of the Company is incorporated by
reference to the sections titled "Information with Respect to Nominees" and in
the definitive Proxy Statement to be filed in connection with the Annual Meeting
of Stockholders (the "1996 Proxy Statement"). Information regarding executive
officers is set forth in Part I of this report.

       Pursuant to Section 16(b) of the Securities Act of 1934, the Company's
directors, its executive (and certain other) officers, and any persons holding
more than 10 percent of the Company's stock are required to report their
ownership and any changes in beneficial ownership of the Company's stock to the
Securities and Exchange Commission and to the New York Stock Exchange. Specific
due dates for these reports have been established and the Company is required to
report any failure to file by these dates.


                                       8
<PAGE>   10

ITEM 11.     EXECUTIVE COMPENSATION

       Information concerning management compensation is incorporated by
reference to the section titled "Cash Compensation of Executive Officers" in the
1996 Proxy Statement.


ITEM 12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

       Information concerning the stock ownership of each person known to the
Company to be a beneficial owner of five percent or more of the Company's Common
Stock and management is incorporated by reference to the sections titled
"Information with Respect to Nominees" and "Principal Stockholders" in the 1996
Proxy Statement.


ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

       Information concerning relationships and related transactions is
incorporated by reference to the section titled "Transactions with Management
and Others" in the 1996 Proxy Statement.


                                       9
<PAGE>   11
                                     PART IV

ITEM 14.     EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

       (a)   1.  Index to Financial Statements

       The following consolidated financial statements of the Company are
included in Exhibit 13 of this Form 10-K:

<TABLE>
<CAPTION>
                                                                                                        Page in
                                                                                                       Exhibit 13
                                                                                                       ----------
<S>                                                                                                        <C>
Consolidated statements of operations for each of the three years in the
 period ended December 31, 1996.......................................................................     25

Consolidated balance sheets at December 31, 1996 and 1995.............................................     26

Consolidated statements of stockholders' equity for each of the three years in
  the period ended December 31, 1996..................................................................     27

Consolidated statements of cash flows for each of the three years in the
  period ended December 31, 1996......................................................................     28

Notes to consolidated financial statements............................................................     29

Independent Auditors' Report..........................................................................     37
</TABLE>

       2.  Index to Financial Statement Schedule

       All schedules have been omitted since the required information is not
present or is not present in amounts sufficient to require submission of the
schedule, or because the information required is included in the consolidated
financial statements, including the notes thereto.


                                       10
<PAGE>   12

3.  Index to Exhibits

             The following exhibits (numbered in accordance with Item 601 of SEC
       Regulation S-K) are filed as part of this report or are incorporated by
       reference as indicated below:

<TABLE>
<CAPTION>
        Exhibit
        Number                         Description
        ------                         -----------
<S>           <C>                                  
       3.1    Certificate of Incorporation, as amended. Incorporated by
              reference to the OEC Medical Systems, Inc. Form 10-K, filed March
              30, 1994.

       3.2    By-Laws, as amended. Incorporated by reference to the OEC Medical
              Systems, Inc. Form 10-K, filed March 30, 1994.

       4      Rights Agreement, dated as of June 20, 1988, between Diasonics,
              Inc. and Bank of America NT&SA. Incorporated by reference to
              Exhibit 4.3 of the Diasonics, Inc. Form 8-K, filed August 1, 1988

       10.1   Diasonics, Inc. 1979 Stock Option Plan, amended and restated as of
              June 1, 1982. Incorporated by reference to Exhibit 10.6 of the
              Diasonics, Inc. Registration Statement on Form S-8, filed May 2,
              1983.

       10.4   Diasonics, Inc. 1990 Stock Option/Stock Purchase Plan.
              Incorporated by reference to Exhibit 10.79 of the Diasonics, Inc.
              Form S-8, filed on May 1, 1991.

       10.5   Warrant for the Purchase of Common Shares issued to PaineWebber
              R&D Partners II, L.P., as amended. Incorporated by reference to
              the OEC Medical Systems, Inc. Form 10-K, filed on March 30, 1994.

       10.14  Form of Option Agreement used in connection with options having
              service vesting provisions. Incorporated by reference to the OEC
              Medical Systems, Inc. Form 10-K, filed March 30, 1994.

       10.15  Form of Option Agreement used in connection with options having
              milestone provisions. Incorporated by reference to the OEC Medical
              Systems, Inc. Form 10-K, filed March 30, 1994.

       10.16  Form of Option Agreement used in connection with automatic
              option grant program for non-employee directors.  Incorporated
              by reference to the OEC Medical Systems, Inc. Form 10-K, filed
              March 30, 1994.

       10.19  Note and Stock Pledge Agreement between Ruediger Naumann-Etienne
              and OEC Medical Systems, Inc., dated September 5, 1995.
              Incorporated by reference to the OEC Medical Systems, Inc. Form
              10-K, filed April 1, 1996.

       10.20  Form of Warrant Agreement used in connection with Warrants given
              to independent contractors for the purchase of common shares.

       10.21  Agreement, dated December 17, 1996, to acquire full ownership of
              Barwig Medizinische Systeme GmbH (BMS).

       13     Portions of the 1996 Annual Report to Shareholders, including Five
              Year Summary, Management's Discussion & Analysis of Financial
              Condition and Results of Operations, and Consolidated Financial
              Statements and Notes thereto.

       21     List of Subsidiaries.
</TABLE>

                                       11
<PAGE>   13
<TABLE>
<S>           <C>                                  
       23     Independent Auditors' Consent.

       27     Financial Data Schedule (FDS) for Edgar Filing.

              (b)    Reports on Form 8-K:

                     Not applicable
</TABLE>


                                       12
<PAGE>   14

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.

                                   OEC MEDICAL SYSTEMS, INC.

                                   By:  /s/ Randy W. Zundel
                                      ---------------------------------
                                            Randy W. Zundel
                                      Executive Vice President &
                                      Chief Financial Officer

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Ruediger Naumann-Etienne and Allan W. May and
each of them, as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Report and form 10-K, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

Date:  March 26,  1997

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.


<TABLE>
<S>                                                   <C>                                         <C> 
      /s/ Ruediger Naumann-Etienne                    Chairman of the Board, President &           March 26, 1997
-----------------------------------------                   Chief Executive Officer
        Ruediger Naumann-Etienne                            


      /s/ Gregory K. Hinckley                                      Director                        March 26, 1997
-----------------------------------------
          Gregory K. Hinckley


           /s/ Benno P. Lotz                                       Director                        March 26, 1997
-----------------------------------------
              Benno P. Lotz


         /s/ Allan W. May                                          Director                        March 26, 1997
-----------------------------------------
            Allan W.  May


           /s/ Chase N. Peterson                                   Director                        March 26, 1997
-----------------------------------------
            Chase N. Peterson


        /s/ Randy W. Zundel                                  Principal Financial &                 March 26, 1997
-----------------------------------------                     Accounting Officer
            Randy W. Zundel                                   
</TABLE>


                                       13
<PAGE>   15

                                 EXHIBIT INDEX
      Exhibit
        No.                         Document

       3.1    Certificate of Incorporation, as amended. Incorporated by
              reference to the OEC Medical Systems, Inc. Form 10-K, filed March
              30, 1994.

       3.2    By-Laws, as amended. Incorporated by reference to the OEC Medical
              Systems, Inc. Form 10-K, filed March 30, 1994.

       4      Rights Agreement, dated as of June 20, 1988, between Diasonics,
              Inc. and Bank of America NT&SA. Incorporated by reference to
              Exhibit 4.3 of the Diasonics, Inc. Form 8-K, filed August 1, 1988

       10.1   Diasonics, Inc. 1979 Stock Option Plan, amended and restated as of
              June 1, 1982. Incorporated by reference to Exhibit 10.6 of the
              Diasonics, Inc. Registration Statement on Form S-8, filed May 2,
              1983.

       10.4   Diasonics, Inc. 1990 Stock Option/Stock Purchase Plan.
              Incorporated by reference to Exhibit 10.79 of the Diasonics, Inc.
              Form S-8, filed on May 1, 1991.

       10.5   Warrant for the Purchase of Common Shares issued to PaineWebber
              R&D Partners II, L.P., as amended. Incorporated by reference to
              the OEC Medical Systems, Inc. Form 10-K, filed on March 30, 1994.

       10.14  Form of Option Agreement used in connection with options having
              service vesting provisions. Incorporated by reference to the OEC
              Medical Systems, Inc. Form 10-K, filed March 30, 1994.

       10.15  Form of Option Agreement used in connection with options having
              milestone provisions. Incorporated by reference to the OEC Medical
              Systems, Inc. Form 10-K, filed March 30, 1994.

       10.16  Form of Option Agreement used in connection with automatic
              option grant program for non-employee directors.  Incorporated
              by reference to the OEC Medical Systems, Inc. Form 10-K, filed
              March 30, 1994.

       10.19  Note and Stock Pledge Agreement between Ruediger Naumann-Etienne
              and OEC Medical Systems, Inc., dated September 5, 1995.
              Incorporated by reference to the OEC Medical Systems, Inc. Form
              10-K, filed April 1, 1996.

       10.20  Form of Warrant Agreement used in connection with Warrants given
              to independent contractors for the purchase of common shares.

       10.21  Agreement, dated December 17, 1996, to acquire full ownership of
              Barwig Medizinische Systeme GmbH (BMS).

       13     Portions of the 1996 Annual Report to Shareholders, including Five
              Year Summary, Management's Discussion & Analysis of Financial
              Condition and Results of Operations, and Consolidated Financial
              Statements and Notes thereto.

       21     List of Subsidiaries.

       23     Independent Auditors' Consent.

       27     Financial Data Schedule (FDS) for Edgar Filing.