<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
 
                             WASHINGTON, D.C. 20549
                            ------------------------
 
                                   FORM 10-K
 
(Mark One)
 
<TABLE>
<S>        <C>
/X/        Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 [Fee required]
           For the fiscal year ended MAY 31, 1997
 
                                                              OR
 
/ /        Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 [No fee
           required]
           For the transition period from           to
           Commission File Number: 0-26198
</TABLE>
 
                            ------------------------
 
                             UNISON SOFTWARE, INC.
 
             (Exact name of registrant as specified in its charter)
 
<TABLE>
<S>                                               <C>
                    DELAWARE                                         94-269687
        (State or other jurisdiction of                           (I.R.S. Employer
         incorporation or organization)                         Identification No.)
</TABLE>
 
            5101 PATRICK HENRY DRIVE, SANTA CLARA, CALIFORNIA 95054
 
              (Address of principal executive offices) (zip code)
 
                                 (408) 988-2800
 
              (Registrant's telephone number, including area code)
 
                            ------------------------
 
        Securities registered pursuant to Section 12(b) of the Act: NONE
 
          Securities registered pursuant to Section 12(g) of the Act:
 
                    COMMON STOCK, $.001 PAR VALUE PER SHARE
 
                                (Title of Class)
 
    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 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. / /
 
    As of July 31, 1997, there were 11,966,680 shares of the Registrant's Common
Stock outstanding, and the aggregate market value of such shares held by
non-affiliates of the Registrant (based upon the closing sale price of such
shares on the Nasdaq National Market on July 31, 1997) was $77,270,546. Shares
of Common Stock held by each executive officer and director and by each entity
affiliated with such persons have been excluded from such calculation in that
such persons may be deemed to be affiliates. This determination of affiliate
status is not necessarily a conclusive determination for other purposes.
 
                      DOCUMENTS INCORPORATED BY REFERENCE
 
    Certain sections of the Registrant's definitive Proxy Statement for the 1997
Annual Meeting of Stockholders to be held on October 21, 1997 are incorporated
by reference in Part III of this Form 10-K to the extent stated herein.
 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
                                     PART I
 
ITEM 1. BUSINESS.
 
    THE DISCUSSION BELOW CONTAINS STATEMENTS THAT INCLUDE FORWARD-LOOKING
INFORMATION, INCLUDING STATEMENTS REGARDING THE DEVELOPMENT OF THE MARKETS FOR
THE COMPANY'S PRODUCTS; THE COMPANY'S FUTURE ACTIVITIES TO ADDRESS THIS MARKET
AND THEIR EFFECTIVENESS; THE ACCEPTANCE OF THE COMPANY'S PRODUCTS BY CUSTOMERS;
THE COMPANY'S FUTURE PRODUCT DEVELOPMENT ACTIVITIES; THE EFFORTS OF THE COMPANY
TO EXPAND ITS PRODUCT LINE TO OPERATE OVER MORE DIVERSE NETWORKS, THE EXPANSION
OF THE COMPANY'S SALES AND MARKETING ACTIVITIES; AND THE COMPANY'S RELATIONSHIP
WITH HEWLETT-PACKARD AND OTHER INDIRECT SALES CHANNEL PARTICIPANTS. ACTUAL
RESULTS COULD DIFFER MATERIALLY FROM THE RESULTS DISCUSSED IN THE
FORWARD-LOOKING STATEMENTS DUE TO A NUMBER OF FACTORS, INCLUDING THOSE DESCRIBED
IN "FACTORS AFFECTING BUSINESS, OPERATING RESULTS AND FINANCIAL CONDITION" OR
ELSEWHERE IN THIS REPORT.
 
OVERVIEW
 
    Unison Software, Inc. develops, markets and supports networked systems
management software for distributed, heterogeneous computing environments. The
Company's workload management, storage management and output management tools
support the deployment of business critical applications in client/server
environments. Unison focuses principally on the UNIX and the Windows NT markets,
where it is leveraging its large customer base and its experience as a leading
supplier of networked systems management tools. Unison was incorporated in
California in 1980 and reincorporated in Delaware in July 1995. The Company's
principal executive office is located at 5101 Patrick Henry Drive, Santa Clara,
California 95054, and its telephone number is (408) 988-2800. Unison's home page
can be located on the World Wide Web at http://www.unison.com. Unison's common
stock is traded on the Nasdaq National Market under the symbol "UNSN." Except as
otherwise noted herein, all references to "Unison" or the "Company" shall mean
Unison Software, Inc. and its subsidiaries.
 
INDUSTRY BACKGROUND
 
    The market for enterprise-wide computing systems used by large commercial
organizations has undergone a dramatic transition in recent years. Advances in
hardware, software and networking technologies have led to a shift from
mainframe and other "host-based" computer architectures to networked,
client/server architectures, in which computing tasks are distributed among
numerous computers throughout the network. A related trend has been the shift
from homogeneous, proprietary systems to heterogeneous, open systems, in which
computers, operating systems, applications and peripherals from various vendors
are interconnected to provide an optimized solution. Most open systems are based
on the UNIX operating system, which is available in different versions from
different computer manufacturers, or, more recently, on Microsoft Windows NT.
 
    The flexibility and effectiveness of distributed processing in an open
systems environment have encouraged numerous large organizations to move their
computer applications to these systems. This transition has been accelerated by
adoption of Intranet technologies that utilize open distributed systems.
Although companies have historically deployed such systems for technical and
departmental applications, many companies are increasingly using them for
applications that are critical to the organization's day-to-day operations.
Strategic software applications such as payroll, human resources, financial
reporting, sales order processing, inventory control and other business
functions from vendors such as SAP and Oracle are increasingly run on
client/server systems rather than on central mainframes. Managing the operations
of a large-scale, client/server system, however, can be difficult and
labor-intensive. While client/server environments have many of the same systems
management needs as host-based environments, the highly networked nature of
modern distributed systems introduces a number of challenges that are not
present for traditional mainframe systems and requires networked systems
management tools designed specifically for distributed environments.
 
                                       2
<PAGE>
    Enterprise-wide networks are frequently complex, geographically dispersed
assemblages of computers, operating systems, peripherals and applications, each
of which may be supplied by multiple vendors. These networks are dynamic, in
that hardware and software resources are frequently added, deleted or modified,
and new applications are continually being deployed. Such networks can be
fragile, with many possible points of failure, and as a result one or more
network components may not be operational at any given time. Systems management
tools must be able to interoperate in a heterogeneous environment and be fault
tolerant so that users can rely on these systems for business critical
applications. Moreover, as such applications are distributed throughout the
network, systems management functions must operate in a distributed manner,
frequently under the control of non-experts. In a large,
geographically-dispersed network, it may be prohibitively expensive, if not
technically impossible, to have staff perform management tasks at each location.
In addition, the sheer size of many enterprise-wide networks and the volume of
data they use and produce require the use of automated tools.
 
    Three primary networked systems management functions for which tools are
needed are workload management, storage management and output management.
Workload management tools automate the scheduling and allocation of hundreds or
thousands of interactive and batch jobs among the various computers on the
network. This scheduling and allocation may be based on such criteria as time
deadlines, the completion of other jobs, the needs of particular applications
and the availability of specific network resources. Workload management tools
must also monitor job completion status and allow systems administrators to
establish job or application priorities in order to optimize network
performance. Storage management tools provide reliable, high-speed backup and
recovery, tasks which require transferring many gigabytes of data between
multiple distributed computers and various types of archival storage media while
minimizing network downtime. Finally, output management tools direct and track
the distribution of reports and other results generated by distributed
applications to printers and other output devices located throughout the
network.
 
THE UNISON SOLUTION
 
    Unison provides a suite of workload management, storage management and
output management tools with features and functionality designed to support
business critical software applications on distributed systems. These products
are based on the Company's twelve years of experience in developing effective
networked systems management tools. Unison supports a range of operating systems
and hardware platforms and enables the integrated management of new and legacy
applications in heterogeneous environments.
 
    The Company's products have the following important attributes:
 
    - SCALABILITY. The Company's products provide the same functionality across
      a broad range of network sizes.
 
    - FAULT-TOLERANCE. Unison's tools continue to operate despite the
      unavailability of particular network resources and enable graceful
      recovery following network or node failures.
 
    - INTEGRATION. The Company's tools operate with IBM's NetView for AIX and
      HP's OpenView network management platforms and HP's OpenView IT/Operations
      and IBM/Tivoli's TME 10 systems management frameworks. In addition, the
      Company's products integrate and operate directly with business
      applications such as SAP R/3 and Oracle Applications and with legacy
      systems such as IBM MVS.
 
    - INTEROPERABILITY. Unison's products are able to manage UNIX-based systems
      from HP, Sun, IBM, Silicon Graphics, Sequent, Siemens-Nixdorf, Data
      General, Digital Equipment Corporation and NCR; Intel-based systems
      running Windows NT and Santa Cruz Operation's UNIXWARE; and HP3000 system,
      all in the same network.
 
                                       3
<PAGE>
    - ADHERENCE TO STANDARDS. The Company's products support POSIX, SNMP and
      other standards that enable distributed, open environments.
 
    - SECURITY. The Company's tools provide controlled access to important
      systems management functions.
 
PRODUCTS
 
    The Company provides a suite of networked systems management tools for UNIX,
Windows NT and HP3000 computing environments. The Company's workload, storage
and output management products are designed to optimize throughput and
efficiency in distributed computer systems and to reduce demands for computer
personnel and resources.
 
WORKLOAD MANAGEMENT
 
    UNISON MAESTRO.  Maestro is a full-featured tool for managing background
batch processing in a distributed computing environment. Maestro's architecture
allows for central administration, monitoring and control of planned and ad hoc
batch processing throughout a network. The administrator identifies planned and
ad hoc jobs, and specifies rules by which jobs are scheduled (E.G., every
payday), sequenced (I.E., some jobs may have to follow certain other jobs) or
otherwise constrained (E.G., certain jobs cannot run at the same time or only so
many jobs can run at one time). Maestro then selects planned jobs that need to
be run for all devices in the network, and manages their execution to maximize
the number of jobs processed without violating the specified constraints. As
additional ad hoc jobs are submitted by users, Maestro manages them together
with the planned jobs. Maestro provides a high degree of fault tolerance by
supporting peer-to-peer operation, such that each system is capable of
continuing full operations regardless of the availability of other resources.
Unison Maestro is available for UNIX, Windows NT and HP3000 computing
environments.
 
    LOAD BALANCER.  Load Balancer automatically distributes the processing load
across an entire network to make optimum use of the available computing
resources and avoid overloading any particular system. After a central
administrator specifies the characteristics of the various systems available in
the network and any unusual resource requirements of certain jobs or processes,
interactive users, as well as job schedulers such as Unison Maestro, can submit
processing requests for balanced execution. Load Balancer continuously maintains
a profile of resource availability across the entire network and can dispatch
both batch and interactive jobs to the best machine available. Load Balancer is
available for UNIX only.
 
STORAGE MANAGEMENT
 
    UNISON ROADRUNNER.  RoadRunner provides reliable, high-speed backup and
recovery of the increasingly large amounts of data being stored on network
servers and workstations. Utilizing sophisticated techniques such as file
interleaving, variable software compression and parallel data streams,
RoadRunner takes advantage of modern, multiprocessor architectures and multiple
archive devices located anywhere on the UNIX network. Unison RoadRunner
currently supports UNIX and HP3000 systems.
 
    TAPES PLUS.  Tapes Plus is a media management product that automatically
manages tape libraries, assigns tape labels, provides change control and helps
prevent accidental data loss. Tapes Plus is available for the HP3000 environment
only. The Company is currently developing a media management product for UNIX.
 
OUTPUT MANAGEMENT
 
    SPOOLMATE.  SpoolMate manages and distributes report output from production
processing on mixed UNIX and HP3000 networks. It supports UNIX and NetWare
printers and clients, as well as printers connected directly to the network.
Once reports, printers, recipients and distribution lists have been
 
                                       4
<PAGE>
specified, SpoolMate automatically delivers reports to the printers most
convenient to each recipient, identifies the intended recipient for each copy,
and maintains an audit trail of all copies printed. By performing these and
other functions, SpoolMate reduces the labor required to distribute report
output and the incidence of lost reports and costly job reruns. SpoolMate is
available for the HP3000 environment and a mixed environment consisting of
HP3000 and the HP version of UNIX. The Company is currently developing an output
management product for Windows NT.
 
    FORMATION.  Formation is an output management product that allows users to
design forms for laser printers electronically and to integrate such forms into
applications, thereby eliminating the need for impact printers and preprinted
forms. Formation is available for the HP3000 environment only.
 
    The Company's products are sold under perpetual, fully paid-up licenses.
Prices are based upon the number, and in some cases the capacity, of the
computers on which the software will operate. In certain cases, the Company
grants site or enterprise-wide licenses. The Company also offers product suites
which combine two or more of the Company's products. Domestic end-user list
prices for the Company's UNIX products typically range from $500 for certain
versions of Load Balancer to $240,000 for certain product suites, although
prices may vary with product options and customer volume. Prices for the
Company's HP3000 software range from $1,600 for Unison RoadRunner deployed in
small systems to $83,000 for certain product suites. Prices for the Windows NT
version of Unison Maestro ranges from $1,000 to $8,000.
 
SALES AND MARKETING
 
    The Company markets and sells its software and services primarily through
its direct field sales and telesales organizations and, to a lesser extent,
through third-party distributors and other indirect sales channels. The Company
believes that the open systems market is significantly larger and more diverse
than the HP3000 market, and that systems management decisions for
enterprise-wide systems are frequently made at the corporate level. The Company
also believes that multiple distribution channels for the Company's products
help to improve market coverage and penetration. Consequently, the Company has
established a direct field sales force for its open systems products, in
addition to its telesales force for its HP3000. The Company is also focusing on
developing additional indirect distribution channels through ISV, VAR and OEM
relationships with major computer hardware and software companies, as well as
vendors of integrated application solutions for particular vertical markets. The
Company believes that it must continue to expand its direct field sales force
and indirect distribution channels to address the open systems environment
effectively. Expansion of the Company's field sales force has required and will
continue to require significant financial and managerial commitments by the
Company. Experienced field sales personnel in the Company's industry are in high
demand and may not be attracted and retained on terms advantageous to the
Company. Further, there can be no assurance that the Company's efforts to expand
its field sales force will be successful, and there can also be no assurance
that the Company's efforts to develop indirect sales channels will be
successful. The Company has had only limited experience with such channels. The
failure of such efforts would impair the Company's future growth, if any, and
business and operating results. See "Factors Affecting Business, Operating
Results and Financial Condition-- Indirect Distribution Channels" and
"--Management of Expanding Operations; New Management Team."
 
    The Company's field sales organization consists of a staff of
field-office-based software sales professionals. Field offices are staffed by
both sales and technical pre-sales representatives and are located in Santa
Clara, Irvine and Los Angeles, California; Austin and Dallas, Texas; Atlanta,
Georgia; Chicago, Illinois; Boston, Massachusetts; Parsippany, New Jersey; Blue
Bell, Pennsylvania; the Washington, D.C. area; Seattle, Washington; Denver,
Colorado; Harpenden, England; and Paris, France. The Company believes that its
major customers require on-site sales and service activities as they evaluate
and select their enterprise-wide systems management software.
 
    An important facet of the Company's sales and marketing strategy is the
development of indirect distribution channels, such as ISVs, VARs and OEMs
hardware vendors, systems integrators for particular
 
                                       5
<PAGE>
vertical markets, application software vendors and other systems management
software vendors whose products fit well strategically with those of the
Company. The Company currently has several indirect distribution relationships,
including a distribution relationship with HP, which markets the Company's
Maestro product along with HP's OpenView and OpenView IT/Operations Center
product lines; IBM/ Tivoli, which markets Maestro with its TME 10 product;
Andersen Consulting, which markets the Company's products with its system
integration services; Sequent, which sells Maestro as an endorsed workload
management solution; and Summit Information Systems, an application vendor to
the credit union industry, that includes Maestro along with each of its systems.
The Company's efforts to expand these channels are intended to increase market
coverage and achieve broader acceptance of the Company's products as networked
systems management standards.
 
    The Company has established and is expanding its direct sales force in
Europe and has distributor relationships in certain areas of Europe, the Pacific
Rim and Latin America. Distributors license the Company's products at a discount
for relicensing, and may provide training, support and consulting services to
end users. International sales and operations may be limited or disrupted by the
imposition of government controls, export license requirements, political
instability, trade restrictions, changes in tariffs and exchange rates,
difficulties in staffing, coordinating communications and managing international
operations and other factors. See "Factors Affecting Business, Operating Results
and Financial Condition--International Operations and Sales."
 
    In support of these sales and distribution efforts, the Company conducts
marketing programs intended to position and promote its products and services.
Marketing personnel engage in a wide variety of activities in support of the
distribution channels, including direct mail, advertising, seminars, public
relations and trade shows, as well as overseeing the Company's participation in
industry programs and forums. Strategic marketing is conducted through market
analysis and interpretation, customer advisory board meetings for the purpose of
validating Company product development plans, senior management strategic
planning sessions, and the establishment of long- and short-term strategic
product goals. In addition, the marketing department also participates and
assists in preparing and giving sales and product training seminars for both the
Company's internal sales force and those of its channel partners. The marketing
organization also has a leading role in product marketing activities, including
product management, cooperative positioning and long-term product direction. The
Company spends considerable resources on Company and product positioning to
establish market segment leadership.
 
    Because many of the Company's customers depend on the Company's products to
manage their business critical computer operations, the Company believes that
its ability to provide a high level of customer service and technical support is
crucial to its marketing efforts and to the building of long-term customer
relationships. The Company offers to its licensees through its own support
organization an annual maintenance program that includes product updates and
post-sales telephone, electronic mail, Internet and fax hotline support. The
price for annual maintenance is typically 13% to 20% of the current license fee.
The Company also offers installation and training services on a fee basis to
assist customers in deploying enterprise-wide applications utilizing the
Company's products. Training is offered at the Company's in-house facilities or
at the customers' sites. The Company's distributors and OEMs also offer first-
level customer support to their end users, while relying on the Company for any
additional support as needed.
 
    The Company generally ships its products as orders are received. As a
result, the Company has relatively little backlog at any given time, and does
not consider backlog to be a significant indicator of future performance.
 
PRODUCT DEVELOPMENT
 
    The Company has made substantial investment in research and development to
develop commercial-quality systems management tools. The Company's future
success will depend substantially on the ability of
 
                                       6
<PAGE>
the Company to keep pace technologically with innovation in the networked
systems management market and to maintain a competitive advantage by developing
new products to meet the needs of the market. See "Factors Affecting Business,
Operating Results and Financial Condition--Changing Technology and Industry
Standards." The Company intends to expand its existing product offerings and to
introduce additional products for distributed open systems environments.
 
    The Company's principal development efforts include adding new features and
functions to the Company's products and adapting them to new environments.
Recognizing that current open distributed environments and related systems are
heterogeneous and constantly evolving, the Company designs its products to be
portable and adaptable to new and related client/server hardware and software.
The Company is adapting its products to operate with additional versions of UNIX
which offer attractive market opportunities. The Company also intends to expand
its products to operate across more diverse open networks, which may encompass
an increasing variety of processor server and workstation types and multiple
operating systems including mainframe-based legacy systems, PC network servers
and new operating environments. In particular, the Company has developed a
version of its Maestro product for the Windows NT environment and is continuing
development of other products for that environment. The Company intends to
continue to respond to this continuing evolution by offering products which take
advantage of additional emerging standards, protocols and interfaces. Such
efforts will require significant commitments of financial and product
development resources, and there can be no assurance that such efforts will be
successful, especially given that the Company has had limited experience with
some of the components of these more diverse environments. The failure of such
efforts or the failure of any resulting products to achieve market acceptance
could have a material adverse effect on the Company's business and operating
results. See "Factors Affecting Business, Operating Results and Financial
Condition-- Support of Multiple Environments; Product Development."
 
    The Company uses sophisticated software development tools to speed the
development process and to ensure product quality. These tools include
configuration management, code testing and graphical user interface design
tools. While the Company expects that certain of its new products will be
developed internally, the Company may also, based on timing and cost
considerations, acquire technology and/or products from third parties.
Additionally, notwithstanding the Company's efforts to ensure product quality,
software products as complex as those offered by the Company often contain
undetected errors or failures when first introduced or as new versions are
released. Testing of the Company's products is particularly challenging because
it is difficult to simulate the wide variety of computing environments in which
the Company's customers may deploy these products. Accordingly, there can be no
assurance that, despite testing by the Company and by current and potential
customers, errors will not be found after commencement of commercial shipments,
resulting in loss of or delay in market acceptance, any of which could have a
material adverse effect upon the Company's business and operating results. See
"Factors Affecting Business, Operating Results and Financial Condition--Product
Errors; Product Liability."
 
    The Company's total expenditures for research and development for the fiscal
years ended May 31, 1995, 1996 and 1997 were $3.0 million, $4.0 million and $5.5
million, respectively. To date, the Company has not capitalized any software
development costs.
 
COMPETITION
 
    The markets for networked systems management products for both the open
systems and HP3000 environments are intensely competitive and rapidly changing.
Principal competitive factors in these markets include product features and
functionality, product quality, reliability, ease-of-use, price, company
reputation and experience, breadth of product line, marketing efforts,
distribution methods and channels, and availability and quality of installation,
training and support services. The Company believes it generally competes
favorably on most of these factors, although certain competitive products
integrate with networked systems management products and interoperate with
operating systems and hardware platforms with which the Company's products do
not.
 
                                       7
<PAGE>
    Many of the Company's competitors have longer operating histories, greater
name recognition, greater market acceptance of their products and technologies,
broader product offerings and significantly greater financial, technical, sales,
marketing and other resources to devote to the development, promotion and sale
of their products. There can be no assurance that the Company's current
competitors or any new market entrants will not develop networked systems
management products or other technologies that offer significant performance,
price or other advantages over the Company's technology, which developments
could have a material adverse effect on the Company's business and operating
results. Moreover, increased competition could result in significant price
reductions with attendant negative effects upon the Company's margins.
 
    The Company's competitors offer a variety of solutions to address the
networked systems management market. In the open systems environment, the
Company faces competition from companies that offer directly competitive
products, including PLATINUM Technology, Inc. for workload management tools and
Legato Systems, Inc. and VERITAS Software Corporation for backup tools, as well
as from standard software utilities which are commonly bundled with UNIX.
Moreover, Computer Associates International, Inc. ("CA") and a number of other
vendors market suites of systems management tools that compete with the
Company's UNIX products. In the HP3000 environment, the Company faces
competition from backup products offered by HP and others, in addition to
competition across the HP3000 product line from smaller companies. The Company
could also face competition for its Windows NT products from Microsoft in the
event Microsoft provides systems management functionality, either in the
operating system itself or separately.
 
    The Company also faces competition for its UNIX products from manufacturers
of certain UNIX-based system hardware, including HP, Sun and IBM, which
currently offer products directly competitive with those of the Company. For
example, both HP and IBM offer load balancing software, and most manufacturers
offer backup software for use on their own hardware. Additional hardware
manufacturers may elect to offer similar competitive products in the future. In
addition, various vendors of client/server hardware and software may seek to
increase their presence in the networked systems management market by acquiring
or forming strategic alliances with competitors of the Company. There can be no
assurance that any such acquisition, development, marketing and other
cooperative arrangements will not adversely affect the Company's business and
operating results. Finally, the Company faces competition from companies that
have historically offered systems management products for the mainframe
environment, particularly CA. The Company anticipates that it may face
additional competition in the future from other mainframe environment companies
as they attempt to migrate their products to client/server environments. See
"Factors Affecting Business, Operating Results and Financial
Condition--Competition."
 
    Additionally, although the Company considers its marketing, sales and
software development relationships with HP to be important to the Company's
business, and while HP is a reseller of Unison Maestro and participates with the
Company in cooperative marketing and product integration activities, certain of
HP's products compete with Load Balancer and Unison RoadRunner. In addition, HP
has reseller agreements with certain of the Company's competitors. The Company
would be materially adversely affected if HP decided to significantly reduce the
level of its reselling and integration activities with the Company or otherwise
reduce or terminate its relationship with the Company and its products. See
"Factors Affecting Business, Operating Results and Financial Condition--Indirect
Distribution Channels."
 
INTELLECTUAL PROPERTY AND OTHER PROPRIETARY RIGHTS
 
    The Company relies on a combination of copyright and trademark laws, trade
secrets, software security measures, license agreements and nondisclosure
agreements to protect its proprietary technology and software products. The
Company currently has no domestic or foreign patents or patent applications
pending. Despite the Company's precautions, it may be possible for unauthorized
third parties to copy aspects of, or otherwise obtain and use, the Company's
software products and technology without authorization. In addition, the Company
cannot be certain that others will not develop substantially
 
                                       8
<PAGE>
equivalent or superseding proprietary technology or that equivalent products
will not be marketed in competition with the Company's products, thereby
substantially reducing the value of the Company's proprietary rights.
Furthermore, there can be no assurance that any confidentiality agreements
between the Company and its employees or any license agreements with its
customers will provide meaningful protection for the Company's proprietary
information in the event of any unauthorized use or disclosure of such
proprietary information.
 
    From time to time the Company receives notices claiming that it is
infringing the proprietary rights of third parties, and there can be no
assurance that the Company will not become the subject of infringement claims or
legal proceedings by third parties with respect to current or future products.
In addition, the Company may initiate claims or litigation against third parties
for infringement of the Company's proprietary rights or to establish the
validity of the Company's proprietary rights. Any such claims could be
time-consuming, result in costly litigation, cause product shipment delays or
lead the Company to enter into royalty or licensing agreements rather than
disputing the merits of such claims. Moreover, an adverse outcome in litigation
or similar adversarial proceedings could subject the Company to significant
liabilities to third parties, require expenditure of significant resources to
develop non-infringing technology, require disputed rights to be licensed from
others or require the Company to cease the marketing or use of certain products,
any of which could have a material adverse effect on the Company's business and
operating results. To the extent the Company wishes or is required to obtain
licenses to patents or proprietary rights of others, there can be no assurance
that any such licenses will be made available on terms acceptable to the
Company, if at all. As the number of software products in the industry increases
and the functionality of these products further overlaps, the Company believes
that software developers may become increasingly subject to infringement claims.
Any such claims against the Company, with or without merit, as well as claims
initiated by the Company against third parties, can be time-consuming and
expensive to defend or prosecute and to resolve. See "Factors Affecting
Business, Operating Results and Financial Condition-- Limited Intellectual
Property Protection."
 
EMPLOYEES
 
    As of May 31, 1997, the Company had 225 full-time employees, consisting of
51 in product development, 104 in sales and marketing, 38 in support and
professional services, and 32 in finance and corporate administration. The
Company's success depends to a significant extent upon the contributions of its
executive officers and its other key sales, marketing, technical service and
engineering personnel and on its ability to continue to attract and retain
highly talented personnel. Competition for such personnel is intense, as certain
of these personnel have significant prior industry experience and are in great
demand. There can be no assurance that the Company will be able to attract and
retain such additional qualified personnel. See "Factors Affecting Business,
Opeating Results and Financial Condition--Management of Expanding Operations;
New Management Team" and "Dependence on Key Personnel." No employees are covered
by collective bargaining agreements, and the Company has not experienced any
work stoppages. The Company believes that its relationship with its employees is
good.
 
FACTORS AFFECTING BUSINESS, OPERATING RESULTS AND FINANCIAL CONDITION
 
    CERTAIN RISK FACTORS IN THIS REPORT CONTAIN FORWARD-LOOKING INFORMATION
INCLUDING STATEMENTS REGARDING THE MARKETS FOR THE COMPANY'S PRODUCTS; THE
COMPANY'S FUTURE ACTIVITIES TO ADDRESS THIS MARKET AND THEIR EFFECTIVENESS; THE
ACCEPTANCE OF THE COMPANY'S PRODUCTS BY CUSTOMERS; THE COMPANY'S FUTURE PRODUCT
DEVELOPMENT ACTIVITIES; THE EFFORTS OF THE COMPANY TO EXPAND ITS PRODUCTS TO
OPERATE OVER MORE DIVERSE NETWORKS; THE EXPANSION OF THE COMPANY'S SALES AND
MARKETING ACTIVITIES; AND THE COMPANY'S RELATIONSHIP WITH HEWLETT-PACKARD AND
OTHER INDIRECT SALES CHANNEL PARTICIPANTS. ACTUAL RESULTS COULD DIFFER
MATERIALLY FROM THE RESULTS DISCUSSED IN THE FORWARD-LOOKING STATEMENTS DUE TO A
NUMBER OF FACTORS, INCLUDING THOSE DESCRIBED BELOW, IN"ITEM 7--MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" OR
ELSEWHERE IN THIS REPORT.
 
                                       9
<PAGE>
    POTENTIAL FLUCTUATIONS IN FUTURE OPERATING RESULTS, SEASONALITY.  The
Company's operating results have fluctuated, and may continue to fluctuate, on
an annual and quarterly basis as a result of a number of factors, many of which
are outside of the Company's control. These factors include the timing of
significant orders, the length of sales cycles, customer budget changes, the
timing of new product introductions, changes in pricing policies by the Company
or its competitors, product mix, market acceptance of new and enhanced versions
of the Company's products, and conditions and events in the computer industry
and the general economy. The Company does not maintain a significant backlog,
and therefore revenues for each quarter depend to a large extent on orders
booked and shipped in that quarter. Additionally, the Company typically realizes
a significant portion of license fee revenues in the last month of a quarter,
frequently in the last weeks or even days of a quarter. As a result, license fee
revenues for any quarter can be subject to significant variation. The Company
establishes its expenditure levels for sales, marketing. product development and
other operating expenses based, in large part, on its expected future revenues.
If revenues fall below expectations in a particular quarter, operating results
and net income are likely to be materially adversely affected. A significant
portion of the Company's operating expenses are fixed, and planned expenditures
are based primarily on sales forecasts. Any inability of the Company to adjust
spending quickly enough to compensate for any failure to meet sales forecasts or
to receive anticipated revenues, or any unexpected increase in product returns
or other costs, could magnify the adverse impact of such events on the Company's
operating results. Further, the purchase of the Company's products may involve a
significant commitment of capital by the customer, with the attendant delays
frequently associated with large capital expenditures and acceptance procedures
within an organization. For these and other reasons, the sales cycle associated
with the purchase of client/server networked systems management software is
typically lengthy and subject to a number of significant risks over which the
Company has little or no control, including customers' budgetary constraints,
internal acceptance reviews and third party financing arrangements. In addition,
the Company is increasingly attempting to direct customers to larger,
enterprise-wide implementations of the Company's products, which may further
increase the complexity and length of the sales cycle. In connection with such
larger sales, the Company may choose to grant greater pricing and other
concessions than for single department or local network sales. The Company's
reliance on such larger sales may also cause the Company's quarterly revenues to
fluctuate more widely. Based upon all of the foregoing, the Company believes
that its annual and quarterly revenues, expenses and operating results could
vary significantly in the future, that period-to-period comparisons of its
results of operations are not necessarily meaningful, and that, in any event,
such comparisons should not be relied upon as indicators of future performance.
Additionally, due to all of the foregoing factors, it is likely that in some
future period the Company's operating results will be below the expectations of
public market analysts and investors. In such event, the price of the Company's
Common Stock would likely be materially adversely affected. The Company
experienced such a failure to meet expectations, and a consequential adverse
effect on its stock price in the fiscal quarter ended February 28, 1997.
 
    The Company's business has experienced and is expected to continue to
experience significant seasonality, due, among other things, to customer capital
spending patterns, the general summer slowdown in the technology industry and
the fact that the Company's first fiscal quarter coincides with such summer
slowdown. Typically, net revenues are lowest during the first fiscal quarter
ending August 31 and highest during the fourth fiscal quarter ending May 31 of a
given fiscal year. Net revenues typically decline on a sequential basis from the
fourth fiscal quarter ending May 31 of a given fiscal year to the first fiscal
quarter ending August 31 of the next fiscal year. See "Item 7--Management's
Discussion and Analysis of Financial Condition and Results of Operations."
 
    COMPETITION.  The markets for networked systems management products are
intensely competitive and rapidly changing. Many of the Company s competitors
have longer operating histories, greater name recognition, greater market
acceptance of their products and technologies, broader product offerings and
significantly greater financial, technical, sales, marketing and other resources
to devote to the development, promotion and sale of their products. There can be
no assurance that the Company's current competitors or any new market entrants
will not develop networked systems management products or
 
                                       10
<PAGE>
other technologies that offer significant performance, price or other advantages
over the Company's technology, which could have a material adverse effect on the
Company's business and operating results. Moreover, increased competition could
result in significant price reductions with attendant negative effects upon the
Company's margins, which would also materially adversely affect the Company's
business and operating results.
 
    The Company's competitors offer a variety of solutions to address the
networked systems management market. In the open systems environment, the
Company faces competition from companies that offer directly competitive
products, including PLATINUM Technology, Inc. for workload management tools and
Legato Systems, Inc. and VERITAS Software Corporation for backup tools, as well
as from standard software utilities that are commonly bundled with UNIX.
Moreover, Computer Associates International, Inc. and a number of other vendors
market suites of systems management tools that compete with the Company's UNIX
products. In the HP3000 environment, the Company faces competition from backup
products offered by HP and others, in addition to competition across the product
line from smaller companies. The Company could also face competition from its
Windows NT products from Microsoft in the event Microsoft provides systems
functionality, either in the operating system itself or separately.
 
    The Company also faces competition for its UNIX products from manufacturers
of certain UNIX-based system hardware, including HP, Sun and IBM, which
currently offer products directly competitive with those of the Company. For
example, both HP and IBM offer load balancing software, and most manufacturers
offer backup software for use on their own hardware. Additional hardware
manufacturers may elect to offer similar competitive products in the future. In
addition, various vendors of client/server hardware and software may seek to
increase their presence in the networked systems management market by acquiring
or forming strategic alliances with competitors of the Company. There can be no
assurance that any such acquisition, development, marketing or other cooperative
arrangements will not adversely affect the Company's business and operating
results. Finally, the Company faces competition from companies that have
historically offered systems management products for the mainframe environment,
particularly CA. The Company anticipates that it may face additional competition
in the future from other mainframe environment companies, as they attempt to
migrate their products to client/server environments.
 
    CHANGING TECHNOLOGY AND INDUSTRY STANDARDS.  The software industry is
characterized by rapid technological change, changes in customer demands,
evolving industry standards and frequent introductions of new hardware products,
operating systems, peripherals and applications, including emerging networked
systems management frameworks and network management platforms. The Company's
future success will depend substantially on the ability of the Company to keep
pace technologically with innovation in the networked systems management market
and to maintain a competitive advantage by developing new products to meet the
needs of this market. Market rejection of current industry standards, or the
adoption of new standards for distributed and open environments, could require
the Company to attempt to port its products quickly to maintain the market
position of such products. Additionally, there can be no assurance that other
operating systems, such as Windows NT, will not affect deployment of UNIX
systems for business critical applications. Any decline in sales of UNIX based
systems before the Company can successfully migrate its entire product line to
Windows NT or any other competitive operating systems would decrease the demand
for the Company's products and would have a material adverse effect on the
Company's business and operating results. Finally, there can be no assurance
that the Company will be successful in developing and marketing, on a timely
basis, product enhancements or new products that respond to technological change
or evolving industry standards, that the Company will not experience
difficulties that could delay or prevent the successful development,
introduction and sale of these products, or that any such new products or
product enhancements will adequately meet the requirements of the marketplace
and achieve market acceptance.
 
    INDIRECT DISTRIBUTION CHANNELS.  The Company has established and intends to
expand its indirect sales channels with ISVs, VARs and OEMs. The Company has had
only limited experience with such channels,
 
                                       11
<PAGE>
and there can be no assurance that additional relationships will be successfully
developed, or that they will result in increased market presence for the
Company. Successful indirect sales efforts depend upon the abilities, resources,
reputation and motivation of the persons and organizations engaged by the
Company, and the Company has little control over such factors. Furthermore,
there can be no assurance that additional indirect channels are appropriate or
effective for addressing the market for open systems management products. The
failure of such efforts would impair the Company's future growth, if any, and
materially adversely affect the Company's business and operating results.
 
    In particular, the Company considers its customer, marketing, sales and
software development relationships with HP to be an important element of its
success to date. HP has deployed certain of the Company's products to help
manage its own internal networked systems. HP also is a reseller of the
Company's products and participates with the Company in cooperative marketing
and product integration activities. Certain of HP's products, however, compete
with the Load Balancer and RoadRunner products. In addition, HP has reseller
agreements with certain of the Company's competitors. The Company would be
materially adversely affected if HP decided to significantly reduce the level of
its reselling and integration activities with the Company or otherwise reduce or
terminate its relationships with the Company and its products. Similarly, the
Company continues to have a reseller relationship with IBM/ Tivoli and the
Company's products are integrated with IBM/Tivoli's TME 10 systems management
framework. If the Company's relationship with IBM/Tivoli were lessened or
discontinued, the Company would have difficulty in maintaining effective product
integration and its business and operating results could be materially adversely
affected.
 
    SUPPORT OF MULTIPLE ENVIRONMENTS; PRODUCT DEVELOPMENT.  Given the Company's
focus on open distributed environments, especially the highly competitive UNIX
and Windows NT environments, the Company's future success will depend on the
timely and successful development and introduction of new products. Such
activities can involve substantial commitments of financial, product development
and other resources. Moreover, even if such efforts are successful, the Company
might have focused on particular applications that do not achieve or maintain
widespread market acceptance or whose users are predisposed to obtain their
management tools from other sources. The result of such occurrence could mean
that significant expenditures of time, effort and funds by the Company have
little or no value, which could have a material adverse effect on the Company's
business and operating results.
 
    The Company has developed and is continuing to develop various versions of
its products for the Windows NT environment. The Company also intends to expand
its products to support additional applications and operate across more diverse
open networks, which may encompass an increasing variety of processor, server
and workstation types and multiple operating systems, including mainframe-based
legacy systems, PC network servers and new operating environments. Such efforts
will also require significant commitments of financial and product development
resources, and there can be no assurance that such efforts will be successful,
especially given that the Company has had limited experience with some of the
components of these more diverse environments. The failure of such efforts or
the failure of any resulting products to achieve market acceptance could have a
material adverse effect on the Company's business and operating results.
 
    DEPENDENCE ON HP3000.  A portion of the Company's revenues is currently and
is expected to continue to be derived from products and related services for the
proprietary mid-range HP3000 market. The HP3000 was originally introduced by HP
in 1972, and there can be no assurance as to how long it will continue to be a
viable product, especially in view of the trends toward open systems. Similarly,
there can be no assurance as to how long existing HP3000 users will continue to
use their systems in ways that benefit from use of the Company's management
tools. The Company's future business will be materially adversely affected if
the HP3000's share of the commercial market declines or if its installed
customer base erodes. See "Item 7--Management's Analysis of Financial Condition
and Results of Operations."
 
                                       12
<PAGE>
    INTERNATIONAL OPERATIONS AND SALES.  Sales to customers outside of the
United States, including sales generated by the Company's United Kingdom
subsidiary, represented 25.6%, 24.2% and 22.1% of net revenues for fiscal 1995,
1996 and 1997, respectively. International sales and operations may be limited
or disrupted by the imposition of government controls, export license
requirements, political instability, trade restrictions, changes in tariffs and
exchange rates and other factors. In particular, fluctuations in currency
exchange rates could have a material adverse effect on the Company's business
and operating results. Additionally, the Company's business and operating
results may be materially adversely affected by difficulties in attracting and
retaining qualified personnel for international positions, coordinating
communications among geographically dispersed facilities and managing
international operations.
 
    MANAGEMENT OF EXPANDING OPERATIONS; NEW MANAGEMENT TEAM.  The Company has
grown rapidly in recent years, and continued growth, if any, will require
increased managerial, engineering, direct sales and other personnel, expanded
information systems and additional financial and administrative control
procedures. Continued expansion of the Company's direct and indirect sales
channels will require significant financial and managerial commitments by the
Company. In particular, experienced field sales personnel in the Company's
industry are in high demand and may not be attracted and retained on terms
advantageous to the Company, if at all. There can be no assurance that the
Company's continuing efforts to expand its direct and indirect sales channels
will be successful. Additionally, the Company is currently seeking a successor
to its founder and current Chief Executive Officer. Further, certain of the
Company's key employees, including its Vice Presidents of Marketing, of
Development and of European Operations, have only recently assumed their current
responsibilities. There can be no assurance that the Company will be able to
attract and retain additional qualified personnel, nor that such personnel will
be successful in managing the Company's expanding operations, including an
increasing number of customer relationships and geographically dispersed
locations.
 
    DEPENDENCE ON KEY PERSONNEL.  The Company's success depends to a significant
extent upon the contributions of its executive officers and its other key sales,
marketing technical service and engineering personnel and upon its ability to
continue to attract and retain highly talented personnel. Competition for such
personnel is intense, as certain of these personnel have significant prior
industry experience and are in great demand. The Company does not have and has
no current plans to obtain key-man life insurance for any of its personnel. None
of the Company's employees is subject to a noncompetition agreement. The loss of
the services of any of its executive officers or other key personnel could have
a material adverse effect on the Company's business and operating results, and
there can be no assurance that the Company will be successful in attracting and
retaining such personnel.
 
    LIMITED INTELLECTUAL PROPERTY PROTECTION.  The Company relies on a
combination of copyright and trademark laws, trade secrets, software security
measures, license agreements and nondisclosure agreements to protect its
proprietary technology and software products. The Company currently has no
domestic or foreign patents or patent applications pending. Despite the
Company's precautions, it may be possible for unauthorized third parties to copy
aspects of, or otherwise obtain and use, the Company's software products and
technology without authorization. In addition, the Company cannot be certain
that others will not develop substantially equivalent or superseding proprietary
technology, or that equivalent products will not be marketed in competition with
the Company's products, thereby substantially reducing the value of the
Company's proprietary rights. Furthermore, there can be no assurance that any
confidentiality agreements between the Company and its employees or any license
agreements with its customers will provide meaningful protection for the
Company's proprietary information in the event of any unauthorized use or
disclosure of such proprietary information.
 
    From time to time the Company receives notices claiming that it is
infringing the proprietary rights of third parties, and there can be no
assurance that the Company will not become the subject of infringement claims or
legal proceedings by third parties with respect to current or future products.
In addition, the Company may initiate claims or litigation against third parties
for infringement of the Company's
 
                                       13
<PAGE>
proprietary rights or to establish the validity of the Company's proprietary
rights. Any such claims could be time-consuming, result in costly litigation,
cause product shipment delays or lead the Company to enter into royalty or
licensing agreements rather than disputing the merits of such claims. Moreover,
an adverse outcome in litigation or similar adversarial proceedings could
subject the Company to significant liabilities to third parties, require
expenditure of significant resources to develop non-infringing technology,
require disputed rights to be licensed from others or require the Company to
cease the marketing or use of certain products, any of which could have a
material adverse effect on the Company's business and operating results. To the
extent the Company wishes or is required to obtain licenses to patents or
proprietary rights of others, there can be no assurance that any such licenses
will be made available on terms acceptable to the Company, if at all. As the
number of software products in the industry increases and the functionality of
these products further overlaps, the Company believes that software developers
may become increasingly subject to infringement claims. Any such claims against
the Company, with or without merit, as well as claims initiated by the Company
against third parties, can be time-consuming and expensive to defend or
prosecute and to resolve.
 
    PRODUCT ERRORS, PRODUCT LIABILITY.  Software products as complex as those
offered by the Company often contain undetected errors or failures when first
introduced or as new versions are released. Testing of the Company's products is
particularly challenging because it is difficult to simulate the wide variety of
computing environments in which the Company's customers may deploy such
products. Accordingly, there can be no assurance that, despite testing by the
Company and by current and potential customers, errors will not be found after
commencement of commercial shipments, resulting in loss of or delay in market
acceptance, any of which could have a material adverse effect upon the Company's
business and operating results. Further, the Company's license agreements with
its customers contain provisions designed to limit the Company's exposure to
potential product liability claims. Although the Company has not experienced any
product liability claims, the sale and support of products by the Company
entails the risk of such claims. The Company does not currently maintain product
liability insurance. A successful product liability claim brought against the
Company could have a material adverse effect upon the Company's business and
operating results.
 
    CONTROL BY EXISTING STOCKHOLDERS; ANTI-TAKEOVER EFFECTS OF CERTIFICATE OF
INCORPORATION AND DELAWARE LAW. The Company's executive officers, directors and
their affiliates beneficially own approximately 39% of the outstanding shares of
the Company's Common Stock. As a result, these stockholders may be able to exert
significant influence over the election of the Company's directors, the approval
of all matters requiring stockholder approval, and in general the affairs of the
Company. Such concentration of ownership may have the effect of delaying,
deferring or preventing a change in control of the Company. In addition, the
Board of Directors has the authority to issue up to 5,000,000 shares of
Preferred Stock and to determine the price, rights, preferences, privileges and
restrictions, including voting rights, of such stock without further stockholder
approval. The rights of the holders of Common Stock will be subject to, and may
be adversely affected by, the rights of the holders of any Preferred Stock that
may be issued in the future. Issuance of Preferred Stock could have the effect
of delaying, deferring or preventing a change in control of the Company.
Furthermore, certain provisions of the Company's Certificate of Incorporation
and of Delaware law could have the effect of delaying, deferring or preventing a
change in control of the Company.
 
    POSSIBLE VOLATILITY OF STOCK PRICE; IMMEDIATE AND SUBSTANTIAL
DILUTION.  There can be no assurance that a viable public market for the Common
Stock will be sustained. Factors such as announcements of technological
innovations or new products by the Company, its competitors and other third
parties, as well as quarterly variations in the Company's anticipated or actual
results of operations and market conditions in high technology industries
generally, may cause the market price of the Company's Common Stock to fluctuate
significantly. In addition, the stock market has on occasion experienced extreme
price and volume fluctuations, which have particularly affected the market
prices of many high technology companies and which have often been unrelated or
disproportionate to the operating performance of such
 
                                       14
<PAGE>
companies. These broad market fluctuations may adversely affect the market price
of the Company's Common Stock.
 
ITEM 2. PROPERTIES.
 
    The Company is headquartered in Santa Clara, California, where it leases
approximately 22,870 square feet. The lease runs through March 31, 2000. The
Company also leases approximately 28,000 square feet of space for its operations
in Austin, Texas. The lease of the Austin facility runs through July 31, 2003.
The Company also leases office space in the United Kingdom and in several major
metropolitan areas in the United States. The Company believes that its current
facilities are adequate to meet its needs for the foreseeable future, or that it
can acquire additional space, if needed, on acceptable terms.
 
ITEM 3. LEGAL PROCEEDINGS.
 
    None.
 
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
 
    No matters were submitted to a vote of security holders during the fourth
quarter of fiscal 1997.
 
EXECUTIVE OFFICERS OF THE COMPANY
 
    The executive officers of the Company who are appointed by and serve at the
discretion of the Board of Directors, and their ages, as of August 20, 1997 are
as follows:
 
<TABLE>
<CAPTION>
NAME                                                  AGE                             POSITION(S)
------------------------------------------------      ---      ---------------------------------------------------------
<S>                                               <C>          <C>
Don H. Lee......................................          58   Chief Executive Officer and President
 
Michael A. Casteel..............................          51   Executive Vice President, Chief Technology Officer and
                                                               Secretary
 
Richard J. Armitage.............................          53   Vice President, Finance, Chief Financial Officer,
                                                               Treasurer and Assistant Secretary
</TABLE>
 
    The Company's executive officers are appointed by, and serve at the
discretion of, the Board of Directors. Each executive officer is a full time
employee of the Company. There is no family relationship between any executive
officer or director of the Company.
 
    DON H. LEE was a founder of the Company and has served as its Chief
Executive Officer and as a member of the Board of Directors since 1980. In
addition, Mr. Lee served as President of the Company from its founding to July
1994, from July 1996 to August 1996 and from May 1997 until the present.
 
    MICHAEL A. CASTEEL was a founder of the Company and has served as its
Executive Vice President and as a member of the Board of Directors since 1980.
Mr. Casteel has served as the Company's Secretary from its founding to September
1993 and again from July 1996 to the present, and was appointed Chief Technology
Officer in April 1994.
 
    RICHARD J. ARMITAGE joined the Company in August 1991 as Vice President,
Finance and was appointed Chief Financial Officer, Treasurer and Assistant
Secretary in April 1995. From September 1987 to August 1991, Mr. Armitage was
the President of Business Systems International, Inc., a developer of laser
printing software. Mr. Armitage is a Certified Public Accountant.
 
                                       15
<PAGE>
                                    PART II
 
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
 
    The Company's Common Stock is traded on the over-the-counter market and is
quoted on the Nasdaq National Market under the symbol "UNSN." The Company
declared a three-for-two stock split which was effective January 31, 1997. The
following table sets forth, for the periods indicated, the range of high and low
sale prices, adjusted for the three-for-two stock split, per share of Common
Stock of the Company as reported on the Nasdaq Market System:
 
<TABLE>
<CAPTION>
                                                                               HIGH        LOW
                                                                             ---------  ---------
<S>                                                                          <C>        <C>
FISCAL YEAR ENDED MAY 31, 1996
First Quarter (from July 20, 1995).........................................  $   10.00  $    7.42
Second Quarter.............................................................  $   10.00  $    7.68
Third Quarter..............................................................  $   14.67  $    7.83
Fourth Quarter.............................................................  $   14.75  $   13.00
 
FISCAL YEAR ENDED MAY 31, 1997
First Quarter..............................................................  $   21.50  $   11.33
Second Quarter.............................................................  $   18.50  $   11.83
Third Quarter..............................................................  $   21.00  $   16.17
Fourth Quarter.............................................................  $   16.50  $    4.25
 
FISCAL YEAR ENDED MAY 31, 1998
First Quarter (through August 18, 1997)....................................  $   12.25  $    6.25
</TABLE>
 
    On July 31, 1997, there were 89 holders of record of the Company's Common
Stock. Because many of the shares of the Company's Common Stock are held by
brokers and other institutions on behalf of stockholders, the Company is unable
to estimate the total number of stockholders represented by these record
holders.
 
    The Company has never declared or paid any cash dividends on its Common
Stock, and does not anticipate paying any cash dividends in the foreseeable
future.
 
                                       16
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA.
 
<TABLE>
<CAPTION>
                                                                           FISCAL YEAR ENDED MAY 31,
                                                             -----------------------------------------------------
                                                               1993       1994       1995       1996       1997
                                                             ---------  ---------  ---------  ---------  ---------
                                                                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                                          <C>        <C>        <C>        <C>        <C>
STATEMENT OF OPERATIONS DATA:
Net revenues:
  License fees.............................................  $   9,213  $   8,812  $  12,260  $  20,924  $  27,109
  Services.................................................      5,391      6,271      7,426      9,091     12,727
                                                             ---------  ---------  ---------  ---------  ---------
    Total net revenues.....................................     14,604     15,083     19,686     30,015     39,836
Costs and expenses:
  Cost of license fees.....................................        501        559        562        853      1,185
  Cost of services.........................................        719        969      1,186      2,052      3,254
  Sales and marketing......................................      5,789      7,070      9,998     13,598     17,822
  Research and development.................................      2,559      3,003      2,985      3,969      5,498
  General and administrative...............................      2,357      1,943      2,205      2,741      4,273
  Nonrecurring charges.....................................      4,583        628         --         --         --
                                                             ---------  ---------  ---------  ---------  ---------
    Total operating expenses...............................      6,508     14,172     16,936     23,213     32,032
                                                             ---------  ---------  ---------  ---------  ---------
      Income (loss) from operations........................     (1,904)       911      2,750      6,802      7,804
Interest and other income (expense), net...................       (270)       (57)       (68)       720        948
                                                             ---------  ---------  ---------  ---------  ---------
      Income (loss) before provision for income taxes......     (2,174)       854      2,682      7,522      8,752
Provision for (benefit from) income taxes..................       (554)       228        982      2,855      3,370
                                                             ---------  ---------  ---------  ---------  ---------
      Net income (loss)....................................  $  (1,620) $     626  $   1,700  $   4,667  $   5,382
                                                             ---------  ---------  ---------  ---------  ---------
                                                             ---------  ---------  ---------  ---------  ---------
Net income (loss) per share................................  $   (0.19) $    0.07  $    0.19  $    0.40  $    0.45
                                                             ---------  ---------  ---------  ---------  ---------
                                                             ---------  ---------  ---------  ---------  ---------
Shares used in per share calculation.......................      8,462      8,786      8,925     11,775     12,092
                                                             ---------  ---------  ---------  ---------  ---------
                                                             ---------  ---------  ---------  ---------  ---------
</TABLE>
 
<TABLE>
<CAPTION>
                                                                                      MAY 31,
                                                               -----------------------------------------------------
                                                                 1993       1994       1995       1996       1997
                                                               ---------  ---------  ---------  ---------  ---------
                                                                                  (IN THOUSANDS)
<S>                                                            <C>        <C>        <C>        <C>        <C>
BALANCE SHEET DATA:
Cash, cash equivalents and marketable securities.............  $   3,413  $   3,846  $   5,217  $  20,448  $  26,498
Working capital..............................................      1,201      1,348      2,923     21,670     23,619
Total assets.................................................      9,304      9,058     11,829     34,221     43,432
Long-term liabilities, net of current portion................      3,476      2,752      2,077        872        535
Total stockholders' equity (deficit).........................       (757)       263      2,561     23,027     29,886
</TABLE>
 
                                       17
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS.
 
    THE DISCUSSION BELOW CONTAINS STATEMENTS THAT INCLUDE FORWARD-LOOKING
INFORMATION, INCLUDING STATEMENTS REGARDING FUTURE REVENUES, REVENUE SOURCES,
OPERATING EXPENSES AND CAPITAL EXPEDITURES. ACTUAL RESULTS COULD DIFFER
MATERIALLY FROM THE RESULTS DISCUSSED IN THE FORWARD-LOOKING STATEMENTS DUE TO A
NUMBER OF FACTORS, INCLUDING THOSE DESCRIBED IN "ITEM 1--BUSINESS--FACTORS
AFFECTING BUSINESS, OPERATING RESULTS AND FINANCIAL CONDITION" OR ELSEWHERE IN
THIS REPORT.
 
OVERVIEW
 
    The Company develops, markets and supports networked systems management
software for distributed, heterogeneous computing environments. The Company's
revenues are derived from license fees for software products and fees for a
range of services complementing such products, including software maintenance
and support, training and system implementation consulting. Software licenses
typically are granted on a perpetual, per-CPU basis, although the Company may
grant site or enterprise-wide licenses for larger installations. License fee
revenues are recognized upon product shipment if no significant vendor
obligations remain and collection of the resulting receivable is deemed
probable. Allowances are established for potential product returns and credit
losses, which have not been substantial to date. Fees for services are charged
separately from fees for software licenses. Service revenues from customer
maintenance services, which include on-going product support and periodic
product updates, are recognized ratably over the term of each contract, which is
typically twelve months. Payments for customer maintenance fees are generally
made in advance and are non-refundable. Service revenues from training and
consulting services are recognized when the services are performed.
 
    License fee revenues have been derived principally from direct sales of
software products to end users through the Company's direct field sales and
telesales force and a national account sales group. Although the Company
believes that such direct sales will continue to account for a significant
portion of license fee revenues, the Company expects that revenues from sales
through ISVs, VARs, OEMs and other indirect channels will increase as a
percentage of license fee revenues. The Company's expansion of its field sales
force has caused, and is expected to continue to cause, sales and marketing
expenses to increase. The Company is also increasingly attempting to direct
customers to larger, enterprise-wide implementations of the Company's products,
which may increase the complexity and length of the sales cycle. In connection
with such larger sales, the Company may choose to grant greater pricing and
other concessions than for single department or local network sales. The
Company's reliance on such larger sales may also cause the Company's quarterly
revenues to fluctuate more widely.
 
    The Company's operating results have fluctuated, and may continue to
fluctuate, on an annual and quarterly basis as a result of a number of factors,
many of which are outside of the Company's control. These factors include the
timing of significant orders, the length of sales cycles, customer budget
changes, the timing of new product introductions, changes in pricing policies by
the Company or its competitors, product mix, market acceptance of new and
enhanced versions of the Company's products, and conditions and events in the
computer industry and the general economy. The Company does not maintain a
significant backlog, and therefore revenues for each quarter depend to a large
extent on orders booked and shipped in that quarter. Additionally, the Company
typically realizes a significant portion of license fee revenues in the last
month of a quarter, frequently in the last weeks or even days of a quarter. As a
result, license fee revenues for any quarter can be subject to significant
variation. The Company establishes its expenditure levels for sales, marketing,
product development and other operating expenses based, in large part, on its
expected future revenues. If revenues fall below expectations in a particular
quarter, operating results and net income are likely to be materially adversely
affected. A significant portion of the Company's operating expenses is fixed,
and planned expenditures are based primarily on sales forecasts. Any inability
of the Company to adjust spending quickly enough to compensate for any failure
to meet sales forecasts or to receive anticipated revenues, or any unexpected
increase in product returns or other
 
                                       18
<PAGE>
costs, could magnify the adverse impact of such events on the Company's
operating results. Further, the purchase of the Company's products may involve a
significant commitment of capital by the customer, with the attendant delays
frequently associated with large capital expenditures and acceptance procedures
within an organization. For these and other reasons, the sales cycle associated
with the purchase of client/ server networked systems management software is
typically lengthy and subject to a number of significant risks over which the
Company has little or no control, including customers' budgetary constraints,
internal acceptance reviews and third party financing arrangements. Furthermore,
the Company's business has experienced and is expected to continue to experience
significant seasonality, due, among other things, to customer capital spending
patterns, the general summer slowdown in the technology industry and the fact
that the Company's first fiscal quarter coincides with such summer slowdown.
Typically, net revenues are lowest during the first fiscal quarter ending August
31 and highest during the fourth fiscal quarter ending May 31 of a given fiscal
year. Net revenues typically decline on a sequential basis from the fourth
fiscal quarter ending May 31 of a given fiscal year to the first fiscal quarter
ending August 31 of the next fiscal year. Based upon the foregoing and other
factors, the Company believes that its annual and quarterly revenues, expenses
and operating results could vary significantly in the future, that
period-to-period comparisons of its results of operations are not necessarily
meaningful, and that, in any event, such comparisons should not be relied upon
as indicators of future performance.
 
RESULTS OF OPERATIONS
 
    The following table sets forth certain selected financial information
expressed as a percentage of total net revenues for the periods indicated:
 
<TABLE>
<CAPTION>
                                                                          FISCAL YEAR ENDED MAY 31,
                                                                       -------------------------------
                                                                         1995       1996       1997
                                                                       ---------  ---------  ---------
<S>                                                                    <C>        <C>        <C>
Net revenues:
  License fees.......................................................       62.3%      69.7%      68.1%
  Services...........................................................       37.7       30.3       31.9
                                                                       ---------  ---------  ---------
    Total net revenues...............................................      100.0      100.0      100.0
                                                                       ---------  ---------  ---------
Costs and expenses:
  Cost of license fees...............................................        2.9        2.8        3.0
  Cost of services...................................................        6.0        6.8        8.2
  Sales and marketing................................................       50.8       45.3       44.7
  Research and development...........................................       15.2       13.2       13.8
  General and administrative.........................................       11.2        9.1       10.7
    Total operating expenses.........................................       86.1       77.2       80.4
                                                                       ---------  ---------  ---------
      Income from operations.........................................       13.9       22.8       19.6
Interest and other income (expense), net.............................       (0.3)       2.4        2.4
                                                                       ---------  ---------  ---------
      Income before provision for income taxes.......................       13.6       25.2       22.0
Provision for income taxes...........................................        5.0        9.5        8.5
                                                                       ---------  ---------  ---------
      Net income.....................................................        8.6%      15.7%      13.5%
                                                                       ---------  ---------  ---------
                                                                       ---------  ---------  ---------
</TABLE>
 
    NET REVENUES
 
    Net revenues increased from $19.7 million in fiscal 1995 to $30.0 million in
fiscal 1996 and $39.8 million in fiscal 1997, representing increases of 52% from
1995 to 1996 and 33% from 1996 to 1997. These increases were primarily the
result of growth in open systems license fees, attributable to increased market
acceptance of the Company's UNIX and Windows NT products, offset by a slight
decline in revenues from HP3000 products; increased revenues from indirect
channels; and increased revenues from services.
 
                                       19
<PAGE>
    The following chart sets forth the Company's net revenues from license fees
and services, with license fees broken out by UNIX/Windows NT versus HP3000:
 
<TABLE>
<CAPTION>
                                                                  FISCAL YEAR ENDED MAY 31,
                                                               -------------------------------
                                                                 1995       1996       1997
                                                               ---------  ---------  ---------
                                                                       (IN THOUSANDS)
<S>                                                            <C>        <C>        <C>
License fees:
  UNIX/Windows NT............................................  $   4,510  $  13,406  $  20,175
  HP3000.....................................................      7,750      7,518      6,934
                                                               ---------  ---------  ---------
    Total license fees.......................................     12,260     20,924     27,109
Services.....................................................      7,426      9,091     12,727
                                                               ---------  ---------  ---------
      Total net revenues.....................................  $  19,686  $  30,015  $  39,836
                                                               ---------  ---------  ---------
                                                               ---------  ---------  ---------
</TABLE>
 
    License fee revenues increased from $12.3 million in fiscal 1995 to $20.9
million in fiscal 1996 and $27.1 million in fiscal 1997, representing increases
of 71% from 1995 to 1996 and 30% from 1996 to 1997. UNIX and Windows NT licenses
increased from $4.5 million in fiscal 1995 to $13.4 million in fiscal 1996 and
$20.2 million in fiscal 1997, representing increases of 197% from 1995 to 1996
and 50% from 1996 and 1997. The increases in UNIX and Windows NT license fee
revenues both in absolute dollars and as a percentage of total license fees
resulted from the expansion of the Company's product offerings and its increased
efforts to address the open distributed systems market. The Company's future
growth, if any, will depend on continued growth in UNIX and Windows NT license
fees. License fees from HP3000 products have been, and are expected to continue
to be, a significant though declining portion of the Company's net revenues.
However, there can be no assurance as to how long the HP3000 will continue to be
a viable product or be used in ways which benefit from use of the Company's
networked systems management tools. The Company anticipates that HP3000 license
fees may continue to decline in the future, as the Company continues to focus on
the open distributed systems market. See "Item 1--Business--Factors Affecting
Business, Operating Results and Financial Condition."
 
    Service revenues increased from $7.4 million in fiscal 1995 to $9.1 million
in fiscal 1996 and $12.7 in fiscal 1997, representing increases of 22% from 1995
to 1996 and 40% from 1996 to 1997. These increases reflect the increase in the
installed base of the Company's products and additional revenues generated as a
result of the expansion of the Company's consulting services group.
 
    Sales to customers outside of the United States, including sales generated
by the Company's United Kingdom subsidiary, represented 25.6%, 24.2% and 22.1%
in fiscal 1995, 1996 and 1997, respectively. The Company's sales to customers
outside of the United States increased in absolute dollars in both fiscal 1996
and 1997 due to increased acceptance of the Company's products in such markets.
 
    COST OF LICENSE FEES
 
    Cost of license fees consists primarily of product packaging, shipping,
delivery media, documentation expenses, as well as third-party royalties and
other payments in connection with sales of certain of the Company's product and
sales of third-party products by the Company. Cost of license fees were
$562,000, or 4.6% of license fees, in fiscal 1995, $853,000, or 4.1% of license
fees, in fiscal 1996, and $1.2 million, or 4.4% of license fees, in fiscal 1997.
The increase in cost of license fees as a percentage of license fee revenues
from fiscal 1996 to fiscal 1997 was a result of increased revenues from products
that are subject to third-party royalty and other such payment obligations. The
Company anticipates that third-party royalties could continue to increase in the
future as the Company introduces additional products subject to such
obligations.
 
                                       20
<PAGE>
    COST OF SERVICES
 
    Cost of services consists primarily of the direct and indirect costs of
providing software maintenance and support, training and consulting services to
the Company's customers. Cost of services increased from $1.2 million, or 16.0%
of services from revenue, in fiscal 1995 to $2.1 million, or 22.6% of services
revenue, in fiscal 1996 and to $3.3 million or 25.6% of services revenue, in
fiscal 1997. Such increases were due to increases in support personnel in each
fiscal year in anticipation of increasing demand for customer support services
relating to the Company's UNIX and Windows NT products and additional training
and consulting personnel to assist customers in deploying these products.
 
    SALES AND MARKETING
 
    Sales and marketing expenses consist principally of salaries, commissions,
travel and advertising and promotion costs. Sales and marketing expenses
increased from $10.0 million, or 50.8% of net revenues, in fiscal 1995 to $13.6
million, or 45.3% of net revenues, in fiscal 1996. Sales and marketing expenses
increased to $17.8 million, or 44.7% of net revenues, in fiscal 1997. The
increase in absolute dollars in fiscal 1997 was primarily the result of
continued expansion of the Company's sales organization and increased sales
compensation. Such expenses declined as a percentage of net revenues in fiscal
1997 as the Company began to realize benefits from the expanded sales
organization. The Company expects to continue to expand its field sales
organization, and accordingly that sales and marketing expenses will continue to
increase in the future.
 
    RESEARCH AND DEVELOPMENT
 
    Research and development expenses consist primarily of personnel related
costs. Such expenses increased from $3.0 million, or 15.2% of net revenues, in
fiscal 1995, to $4.0 million, or 13.2% of net revenues, in fiscal 1996. Research
and development expenses increased to $5.5 million, or 13.8% of net revenues, in
fiscal 1997. The increase in research and development spending in fiscal 1997
over 1996 was attributable to increased compensation expenses to attract new
personnel and retain existing personnel and additional hardware and software
tools to expand and enhance the Company's products. The Company expects research
and development expenses to continue to increase in absolute dollars as the
Company continues to invest in the development of new products and enhancement
of existing products.
 
    GENERAL AND ADMINISTRATIVE
 
    General and Administrative expenses increased in absolute dollars from $2.2
million, or 11.2% of net revenues, in fiscal 1995, to $2.7 million, or 9.1% of
net revenues, in fiscal 1996, and to $4.3 million, or 10.7% of net revenues, in
fiscal 1997. The increases were primarily the result of increased staffing and
related costs required to manage and support expanded operations and to comply
with the responsibilities of a public company.
 
    INTEREST AND OTHER INCOME (EXPENSE), NET
 
    Interest and other income (expense), net is comprised primarily of interest
and dividend income, gains on foreign currency translations and gains on sales
of assets, net of interest expense and any losses on the foregoing. Interest
income is comprised primarily of interest on proceeds from the Company's initial
public offering completed in July 1995. Interest expense has historically been
comprised primarily of interest on debt incurred in connection with a past
acquisition and the Company's guarantee of certain indebtedness of its Employee
Stock Ownership Plan. During the quarter ended August 31, 1995, the ESOP retired
its indebtedness with a portion of the proceeds from the ESOP's sale of shares
in the initial public offering. During the quarter ended February 29, 1996, the
Company retired a significant portion of the acquisition indebtedness.
 
                                       21
<PAGE>
    PROVISION FOR INCOME TAXES
 
    The Company's effective tax rate was 36.6% in fiscal 1995, 38.0% in fiscal
1996 and 38.5% in fiscal 1997. The increases in the effective tax rate since
1995 were due primarily to the Company's inability to avail itself of research
and development credits. Such rates approximately represented the combined
federal and state statutory rate, as well as certain taxes due in the United
Kingdom.
 
LIQUIDITY AND CAPITAL RESOURCES
 
    The Company has historically funded its operations and capital expenditures
primarily with cash flow from operations. Net cash provided by operating
activities in fiscal 1995 was $2.0 million, resulting primarily from net income
and increases in accrued expenses and income taxes payable, offset in part by an
increase in accounts receivable. Net cash provided by operating activities in
fiscal 1996 was $2.2 million, resulting primarily from net income and increases
in accrued expenses and accounts payable, offset in part by an increase in
accounts receivable. Net cash provided by operating activities in fiscal 1997
was $6.7 million, resulting primarily from net income and increases in deferred
revenue and income taxes payable, offset in part by an increase in accounts
receivable.
 
    The Company's accounts receivable increased from May 31, 1995 to May 31,
1996 as the Company's license fee revenues increased and the Company began to
offer longer payment terms on enterprise-wide customer sales. The Company's
accounts receivable continued to increase from May 31, 1996 to May 31, 1997 as
the Company's license fee revenues continued to increase, offset in part by the
Company's beginning to offer third-party financing to its customers making large
enterprise-wide purchases.
 
    Net cash provided by investing activities in fiscal 1995 was $174,000,
consisting primarily of sales of marketable securities, offset in part by
purchases of equipment. Net cash used in investing activities was $15.7 million
in fiscal 1996, consisting primarily of purchases of marketable securities, net
of sales of marketable securities. Net cash used in investing activities in
fiscal 1997 was $1.1 million consisting primarily of purchases of marketable
securities and purchases of equipment, offset in part by sales of marketable
securities.
 
    Net cash used in financing activities was $420,000 in fiscal 1995 consisting
primarily of repayments on notes payable, offset in part by the proceeds from
sales (net of repurchases) of Common Stock. Net cash provided by financing
activities was $14 million in fiscal 1996 consisting primarily of funds received
in the Company's public offering. Net cash provided by financing activities was
$498,000 in fiscal 1997 consisting primarily of funds received from issuance of
stock, offset in part by repayment of notes payable.
 
    As of May 31, 1995, 1996 and 1997, the Company had cash, cash equivalents
and marketable securities of $5.2 million, $20.4 million and $26.5 million,
respectively. At May 31, 1997, the Company had no material capital commitments.
The Company believes that its current cash balances and cash flow from
operations, if any, will be sufficient to meet its working capital and capital
expenditure requirements for at least the next twelve months.
 
RECENT PRONOUNCEMENTS
 
    During February 1997, the Financial Accounting Standards Board issued
Statement No. 128 (SFAS 128), "Earnings per Share", which specifies the
computation, presentation and disclosure requirements for Earnings per Share.
SFAS 128 will become effective for the Company's 1998 fiscal year. The Company's
management is currently studying the implications of SFAS 128. The impact of
adopting SFAS 128 on the Company's financial statements has not yet been
determined.
 
                                       22
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
 
<TABLE>
<CAPTION>
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS                                 PAGE
-------------------------------------------------------------------------  ----
<S>                                                                        <C>
    Report of Coopers & Lybrand L.L.P., Independent Accountants..........   24
 
    Consolidated Balance Sheets at May 31, 1996 and 1997.................   25
 
    Consolidated Statements of Operations for Years Ended May 31, 1995,
      1996 and 1997......................................................   26
 
    Consolidated Statements of Stockholders' Equity for Years Ended May
      31, 1995, 1996 and 1997............................................   27
 
    Consolidated Statements of Cash Flows for Years Ended May 31, 1995,
      1996 and 1997......................................................   28
 
    Notes to the Consolidated Financial Statements.......................   29
 
FINANCIAL STATEMENT SCHEDULE
-------------------------------------------------------------------------
    The following financial statement schedule of the Company for the
 three years ended May 31, 1997 is filed as part of this Form 10-K and
 should be read in conjunction with the Consolidated Financial
 Statements, and related notes thereto, of the Company.
 
    Schedule II -- Valuation and Qualifying Accounts
 
    Schedules other than that listed above have been omitted since they
 are either not required or not applicable, or the information is
 otherwise included.
</TABLE>
 
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE.
 
    Not applicable.
 
                                       23
<PAGE>
                       REPORT OF INDEPENDENT ACCOUNTANTS
 
To the Board of Directors and Stockholders of
 Unison Software, Inc.
 
    We have audited the accompanying consolidated balance sheets of Unison
Software, Inc. and subsidiaries as of May 31, 1996 and 1997, and the related
consolidated statements of operations, stockholders' equity, and cash flows for
each of the three years in the period ended May 31, 1997. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
 
    We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
    In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Unison Software, Inc. and subsidiaries as of May 31, 1996 and 1997, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended May 31, 1997, in conformity with generally
accepted accounting principles.
 
                                          COOPERS & LYBRAND L.L.P.
 
San Jose, California
July 3, 1997
 
                                       24
<PAGE>
                     UNISON SOFTWARE, INC. AND SUBSIDIARIES
 
                          CONSOLIDATED BALANCE SHEETS
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
 
<TABLE>
<CAPTION>
                                                                                                    MAY 31,
                                                                                              --------------------
                                                                                                1996       1997
                                                                                              ---------  ---------
<S>                                                                                           <C>        <C>
                                                      ASSETS
Current assets:
  Cash and cash equivalents.................................................................  $   4,558  $  10,674
  Marketable securities.....................................................................     15,890     11,716
  Accounts receivable, net of allowance for doubtful accounts of $176 and $388 at May 31,
    1996 and 1997, respectively.............................................................     11,214     13,387
  Prepaid expenses and other current assets.................................................        116        540
  Deferred income taxes.....................................................................        214        313
                                                                                              ---------  ---------
      Total current assets..................................................................     31,992     36,630
Property and equipment, net.................................................................      1,715      2,498
Deferred income taxes.......................................................................        237
Other assets, net...........................................................................        277        196
Marketable securities.......................................................................                 4,108
                                                                                              ---------  ---------
      Total assets..........................................................................  $  34,221  $  43,432
                                                                                              ---------  ---------
                                                                                              ---------  ---------
                                                   LIABILITIES
Current liabilities:
  Current portion of long-term debt.........................................................  $     308  $      66
  Accounts payable..........................................................................        454        532
  Income taxes payable......................................................................        403      1,171
  Accrued compensation......................................................................      1,967      1,897
  Accrued expenses..........................................................................      1,187      1,386
  Deferred revenue..........................................................................      6,003      7,959
                                                                                              ---------  ---------
      Total current liabilities.............................................................     10,322     13,011
 
Long-term debt, net of current portion......................................................        688         59
Deferred income taxes.......................................................................                    73
Other long-term liabilities.................................................................        184
Deferred revenue............................................................................                   403
                                                                                              ---------  ---------
      Total liabilities.....................................................................     11,194     13,546
                                                                                              ---------  ---------
                                                                                              ---------  ---------
Commitments and contingencies (Note 6)
 
Stockholders' equity
  Preferred stock, $0.001 par value:
    Authorized: 5,000 shares;
    Issued and outstanding: none
  Common stock, $0.001 par value:
    Authorized: 40,000 shares;
    Issued and outstanding: 11,525 and 11,929 shares at May 31, 1996 and 1997,
      respectively..........................................................................         12         12
  Additional paid-in capital................................................................     16,087     17,595
Notes receivable for common stock...........................................................                  (135)
Unrealized holding losses on marketable securities, net.....................................        (19)       (19)
Cumulative foreign currency translation adjustments.........................................        (55)        49
Retained earnings...........................................................................      7,002     12,384
                                                                                              ---------  ---------
      Total stockholders' equity............................................................     23,027     29,886
                                                                                              ---------  ---------
      Total liabilities and stockholders' equity............................................  $  34,221  $  43,432
                                                                                              ---------  ---------
                                                                                              ---------  ---------
</TABLE>
 
  The accompanying notes are an integral part of these consolidated financial
                                  statements.
 
                                       25
<PAGE>
                     UNISON SOFTWARE, INC. AND SUBSIDIARIES
 
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
 
<TABLE>
<CAPTION>
                                                                                         YEAR ENDED MAY 31,
                                                                                   -------------------------------
                                                                                     1995       1996       1997
                                                                                   ---------  ---------  ---------
<S>                                                                                <C>        <C>        <C>
Net revenues:
  License fees...................................................................  $  12,260  $  20,924  $  27,109
  Services.......................................................................      7,426      9,091     12,727
                                                                                   ---------  ---------  ---------
      Total net revenues.........................................................     19,686     30,015     39,836
                                                                                   ---------  ---------  ---------
 
Costs and expenses:
  Cost of license fees...........................................................        562        853      1,185
  Cost of services...............................................................      1,186      2,052      3,254
  Sales and marketing............................................................      9,998     13,598     17,822
  Research and development.......................................................      2,985      3,969      5,498
  General and administrative.....................................................      2,205      2,741      4,273
                                                                                   ---------  ---------  ---------
      Total operating expenses...................................................     16,936     23,213     32,032
                                                                                   ---------  ---------  ---------
        Income from operations...................................................      2,750      6,802      7,804
 
Interest and other income, net...................................................        181        848        970
Interest expense.................................................................       (249)      (128)       (22)
                                                                                   ---------  ---------  ---------
        Income before provision for income taxes.................................      2,682      7,522      8,752
 
Provision for income taxes.......................................................        982      2,855      3,370
                                                                                   ---------  ---------  ---------
        Net income...............................................................  $   1,700  $   4,667  $   5,382
                                                                                   ---------  ---------  ---------
                                                                                   ---------  ---------  ---------
Net income per share.............................................................  $    0.19  $    0.40  $    0.45
                                                                                   ---------  ---------  ---------
                                                                                   ---------  ---------  ---------
Shares used in per share calculation.............................................      8,925     11,775     12,092
                                                                                   ---------  ---------  ---------
                                                                                   ---------  ---------  ---------
</TABLE>
 
  The accompanying notes are an integral part of these consolidated financial
                                  statements.
 
                                       26
<PAGE>
                     UNISON SOFTWARE, INC. AND SUBSIDIARIES
 
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
 
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
                                                                                                    NOTES         UNREALIZED
                                                               COMMON STOCK        ADDITIONAL    RECEIVABLE     HOLDING LOSSES
                                                         ------------------------    PAID-IN     FOR COMMON      ON MARKETABLE
                                                           SHARES       AMOUNT       CAPITAL        STOCK       SECURITIES, NET
                                                         -----------  -----------  -----------  -------------  -----------------
<S>                                                      <C>          <C>          <C>          <C>            <C>
Balances, May 31, 1994.................................       8,342    $       8    $     736                      $     (84)
Issuance of common stock under employee stock option
  plan at $0.67 to $2.00 per share.....................         169            1          200
Issuance of common stock, for cash and notes...........         135                       225     $    (125)
Retirement of stock....................................        (120)                      (80)
Change in unrealized holding losses, net of taxes......                                                                   54
Foreign currency translation adjustments...............
Net income.............................................
Reduction for guarantee of ESOP debt...................
                                                         -----------         ---   -----------        -----              ---
Balances, May 31, 1995.................................       8,526            9        1,081          (125)             (30)
Issuance of common stock under employee stock option
  plan at $0.67 to $7.50 per share.....................         362                       860
Warrants exercised, net issuance.......................          46
Issuance of common stock in IPO, net of issuance
  costs................................................       2,550            3       13,378
Issuance of common stock, under the Employee Stock
  Purchase Plan........................................          41                       195
Tax benefits related to exercise of stock options......                                   573
Repayment of note receivable...........................                                                 125
Change in unrealized holding losses, net of taxes......                                                                   11
Foreign currency translation adjustment................
Net income.............................................
Reduction for guarantee of ESOP debt...................
                                                         -----------         ---   -----------        -----              ---
Balances, May 31, 1996.................................      11,525           12       16,087            --              (19)
Issuance of common stock under employee stock option
  plan at $1.59 to $6.00 per share.....................         188                       361
Warrants exercised, net issuance.......................         158
Issuance of common stock, under the Employee Stock
  Purchase Plan........................................          39                       463
Tax benefits related to exercise of stock options......                                   630
Warrants exercised.....................................          19                        50
Amortization of deferred compensation..................                                     4
Issuance of notes receivable to stockholder............                                                (135)
Foreign currency translation adjustment................
Net income.............................................
                                                         -----------         ---   -----------        -----              ---
Balances, May 31, 1997.................................      11,929    $      12    $  17,595     $    (135)       $     (19)
                                                         -----------         ---   -----------        -----              ---
                                                         -----------         ---   -----------        -----              ---
 
<CAPTION>
                                                           CUMULATIVE
                                                             FOREIGN
                                                            CURRENCY                   REDUCTION FOR
                                                           TRANSLATION     RETAINED    GUARANTEE OF
                                                           ADJUSTMENTS     EARNINGS      ESOP DEBT      TOTAL
                                                         ---------------  -----------  -------------  ---------
<S>                                                      <C>              <C>          <C>            <C>
Balances, May 31, 1994.................................     $      (2)     $     695     $  (1,090)         263
Issuance of common stock under employee stock option
  plan at $0.67 to $2.00 per share.....................                                                     201
Issuance of common stock, for cash and notes...........                                                     100
Retirement of stock....................................                          (60)                      (140)
Change in unrealized holding losses, net of taxes......                                                      54
Foreign currency translation adjustments...............            (9)                                       (9)
Net income.............................................                        1,700                      1,700
Reduction for guarantee of ESOP debt...................                                        392          392
                                                                  ---     -----------  -------------  ---------
Balances, May 31, 1995.................................           (11)         2,335          (698)       2.561
Issuance of common stock under employee stock option
  plan at $0.67 to $7.50 per share.....................                                                     860
Warrants exercised, net issuance.......................
Issuance of common stock in IPO, net of issuance
  costs................................................                                                  13,381
Issuance of common stock, under the Employee Stock
  Purchase Plan........................................                                                     195
Tax benefits related to exercise of stock options......                                                     573
Repayment of note receivable...........................                                                     125
Change in unrealized holding losses, net of taxes......                                                      11
Foreign currency translation adjustment................           (44)                                      (44)
Net income.............................................                        4,667                      4,667
Reduction for guarantee of ESOP debt...................                                        698          698
                                                                  ---     -----------  -------------  ---------
Balances, May 31, 1996.................................           (55)         7,002            --       23,027
Issuance of common stock under employee stock option
  plan at $1.59 to $6.00 per share.....................                                                     361
Warrants exercised, net issuance.......................                                                      --
Issuance of common stock, under the Employee Stock
  Purchase Plan........................................                                                     463
Tax benefits related to exercise of stock options......                                                     630
Warrants exercised.....................................                                                      50
Amortization of deferred compensation..................                                                       4
Issuance of notes receivable to stockholder............                                                    (135)
Foreign currency translation adjustment................           104                                       104
Net income.............................................                        5,382                      5,382
                                                                  ---     -----------  -------------  ---------
Balances, May 31, 1997.................................     $      49      $  12,384     $      --       29,886
                                                                  ---     -----------  -------------  ---------
                                                                  ---     -----------  -------------  ---------
</TABLE>
 
  The accompanying notes are an integral part of these consolidated financial
                                  statements.
 
                                       27
<PAGE>
                     UNISON SOFTWARE, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                                         YEAR ENDED MAY 31,
                                                                                  ---------------------------------
                                                                                    1995        1996        1997
                                                                                  ---------  ----------  ----------
<S>                                                                               <C>        <C>         <C>
Cash flows from operating activities:
  Net income....................................................................  $   1,700  $    4,667  $    5,382
  Adjustments to reconcile net income to net cash provided by operating
    activities:
    Depreciation and amortization...............................................        358         258         311
    Deferred income taxes.......................................................         (9)        168         211
    Other.......................................................................         70         (20)        316
    Changes in operating assets and liabilities:
      Accounts receivable.......................................................     (1,325)     (6,503)     (2,385)
      Prepaid expenses and other current assets.................................        (16)          8        (424)
      Accounts payable..........................................................         72         174          78
      Accrued expenses..........................................................        806       1,336         129
      Income taxes payable......................................................        250         141         768
      Deferred revenue..........................................................        143       1,977       2,359
                                                                                  ---------  ----------  ----------
        Net cash provided by operating activities...............................      2,049       2,206       6,745
                                                                                  ---------  ----------  ----------
Cash flows from investing activities:
  Purchases of property and equipment...........................................       (308)     (1,036)     (1,090)
  Increase (decrease) in other long-term assets.................................        (43)        (84)         81
  Decrease in other long-term obligations.......................................                               (184)
  Purchases of marketable securities............................................                (26,202)    (19,839)
  Sales of marketable securities................................................        525      11,592      19,905
                                                                                  ---------  ----------  ----------
        Net cash provided by (used in) investing activities.....................        174     (15,730)     (1,127)
                                                                                  ---------  ----------  ----------
Cash flows from financing activities:
  Issuance of common stock and warrants.........................................        301      15,009       1,504
  Issuance of notes receivable..................................................                               (135)
  Note receivable forgiven for retirement of common stock.......................       (140)
  Repayment of notes receivable for common stock................................                    125
  Repayment of notes payable....................................................       (539)       (949)       (817)
  Payments on capital lease obligations.........................................        (42)        (58)        (54)
                                                                                  ---------  ----------  ----------
        Net cash provided by (used in) financing activities.....................       (420)     14,127         498
                                                                                  ---------  ----------  ----------
Net increase in cash and cash equivalents.......................................      1,803         603       6,116
Cash and cash equivalents at beginning of year..................................      2,152       3,955       4,558
                                                                                  ---------  ----------  ----------
Cash and cash equivalents at end of year........................................  $   3,955  $    4,558  $   10,674
                                                                                  ---------  ----------  ----------
                                                                                  ---------  ----------  ----------
</TABLE>
 
  The accompanying notes are an integral part of these consolidated financial
                                  statements.
 
                                       28
<PAGE>
                     UNION SOFTWARE, INC. AND SUBSIDIARIES
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
 
BUSINESS:
 
    Unison Software, Inc. (the Company) develops, markets and supports networked
systems management software for distributed, open computing environments. The
Company focuses on the UNIX and Microsoft Windows NT markets, where its software
tools support the development of business critical applications in client/server
environments.
 
BASIS OF CONSOLIDATION:
 
    The consolidated financial statements include the accounts of Unison
Software, Inc. and its wholly owned subsidiaries after elimination of
intercompany balances and transactions.
 
CASH EQUIVALENTS:
 
    The Company considers all investments with a maturity of three months or
less at the time of purchase to be cash equivalents.
 
FAIR VALUE OF FINANCIAL INSTRUMENTS:
 
    Carrying value amounts of certain of the Company's financial instruments,
including cash and cash equivalents, accounts receivable, accounts payable and
other accrued liabilities approximate fair value due to their short maturities.
 
MARKETABLE SECURITIES:
 
    All marketable securities as of May 31, 1996 and 1997 are considered to be
available-for-sale and therefore are carried at fair value. Unrealized holding
gains and losses on such securities are reported net of related taxes as a
separate component of stockholders' equity. Realized gains and losses on sales
of all such securities are reported in earnings and computed using the specific
identification cost method.
 
PROPERTY AND EQUIPMENT:
 
    Property and equipment are stated at cost and are depreciated on a
straight-line basis over the estimated useful life of the related asset (3 to 7
years). Leasehold improvements are amortized on a straight-line basis over the
lesser of the useful lives or the terms of the respective leases.
 
EMPLOYEE STOCK OWNERSHIP PLAN:
 
    Prior to June 1, 1995, the Company recognized compensation expense based
upon contributions to the Employee Stock Ownership Trust to pay the principal
portion of debt service requirements. The contributions were determined by the
Board of Directors. All shares under the Employee Stock Ownership Plan whether
allocated or unallocated are considered outstanding for net income per share
calculations.
 
REVENUE RECOGNITION:
 
    License fee revenues are recognized upon product shipment if no significant
vendor obligations remain and collection of the resulting receivable is deemed
probable. The Company's sales of individual licenses, as well as site and
enterprise-wide licenses, do not include post-contract customer support, which
is separately invoiced. Service revenues from customer maintenance are
recognized ratably over the term
 
                                       29
<PAGE>
                     UNION SOFTWARE, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
of each contract, which is typically twelve months. Revenues from other services
are recognized as services are performed. The Company maintains allowances for
estimated product returns and credit losses, which have not been material.
 
INCOME TAXES:
 
    The Company accounts for income taxes under the liability method. Deferred
tax assets and liabilities are determined based on the difference between the
financial reporting and tax bases of assets and liabilities and are measured
using enacted tax rates and laws that will be in effect when the differences are
expected to reverse.
 
CERTAIN RISKS AND CONCENTRATIONS:
 
    The Company's products are concentrated in the networked systems management
software industry which is highly competitive and rapidly changing. The Company
has marketing and product integration relationships with a number of UNIX-based
computer manufacturers and software developers. The reduction or loss of the
reselling and the integration relationships, significant technological changes
in the industry, or emergence of competitor products with new capabilities or
technologies could adversely affect operating results.
 
    As of May 31, 1996, one customer represented 11% of the net accounts
receivable balance.
 
ADVERTISING:
 
    The Company expenses advertising costs as they are incurred. Advertising
expense for fiscal 1995, 1996, and 1997 was $830,000, $598,000, and $648,000,
respectively.
 
FOREIGN CURRENCY TRANSLATION:
 
    The Company's foreign subsidiaries use the local currency as their
functional currency. Assets and liabilities are translated at year-end exchange
rates. Items of income and expense are translated at average exchange rates for
the relevant year. Translation gains and losses are not included in determining
net income but are accumulated as a separate component of stockholders' equity.
Net gains and losses arising from foreign currency transactions were not
material in fiscal 1995, 1996 and 1997.
 
COMPUTATION OF NET INCOME PER SHARE:
 
    Net income per share is computed using the weighted average number of common
and dilutive common equivalent shares outstanding during the period. Dilutive
common equivalent shares consist of stock options and warrants (using the
treasury stock method for all periods presented).
 
USE OF ESTIMATES:
 
    The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amount of assets and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reported period. Actual
results could differ from those estimates.
 
                                       30
<PAGE>
                     UNISON SOFTWARE, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
 
RECENT PRONOUNCEMENTS:
 
    During February 1997, the Financial Accounting Standards Board issued
Statement No. 128 (SFAS 128), "Earnings per Share", which specifies the
computation, presentation and disclosure requirements for Earnings per Share.
SFAS 128 will become effective for the Company's 1998 fiscal year. The Company's
management is currently studying the implications of SFAS 128. The impact of
adopting SFAS 128 on the Company's financial statements has not yet been
determined.
 
RECLASSIFICATIONS:
 
    Certain prior year amounts in the consolidated financial statements have
been reclassified to conform with the current year's presentation. These
reclassifications had no impact on previously reported working capital, income
from operations or net income.
 
2. MARKETABLE SECURITIES:
 
    At May 31, 1996 and 1997, marketable securities are stated at estimated fair
value and consist of bonds, preferred stock and mutual funds.
 
    Marketable securities at May 31, 1996 are summarized below (IN THOUSANDS):
 
<TABLE>
<CAPTION>
                                                                FAIR
                                                               MARKET      COST      UNREALIZED
                                                                VALUE      BASIS        LOSS
                                                              ---------  ---------  -------------
<S>                                                           <C>        <C>        <C>
Bonds and preferred stock...................................  $  12,493  $  12,511    $      18
Mutual funds................................................      3,397      3,408           11
                                                              ---------  ---------          ---
                                                              $  15,890  $  15,919           29
                                                              ---------  ---------
                                                              ---------  ---------
Related deferred taxes......................................                                 10
                                                                                            ---
Unrealized holding loss, net................................                          $      19
                                                                                            ---
                                                                                            ---
</TABLE>
 
    Marketable securities at May 31, 1997 are summarized below (IN THOUSANDS):
 
<TABLE>
<CAPTION>
                                                                FAIR
                                                               MARKET      COST      UNREALIZED
                                                                VALUE      BASIS        LOSS
                                                              ---------  ---------  -------------
<S>                                                           <C>        <C>        <C>
Bonds and preferred stock...................................  $  15,824  $  15,855    $      31
                                                              ---------  ---------          ---
                                                              $  15,824  $  15,855           31
                                                              ---------  ---------
                                                              ---------  ---------
Related deferred taxes......................................                                 12
                                                                                            ---
Unrealized holding loss, net................................                          $      19
                                                                                            ---
                                                                                            ---
</TABLE>
 
                                       31
<PAGE>
                     UNISON SOFTWARE, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
2. MARKETABLE SECURITIES: (CONTINUED)
    CONTRACTUAL MATURITIES OF MARKETABLE SECURITIES:
 
    The scheduled maturities of marketable securities as of May 31, 1997 are as
follows:
 
<TABLE>
<CAPTION>
                                                                                    ESTIMATED
                                                                                   FAIR VALUE
                                                                                   -----------
<S>                                                                                <C>
Due in one year or less..........................................................   $  11,716
Due in one to five years.........................................................       2,508
Due after ten years..............................................................       1,600
                                                                                   -----------
                                                                                    $  15,824
                                                                                   -----------
                                                                                   -----------
</TABLE>
 
3. PROPERTY AND EQUIPMENT:
 
    Property and equipment comprise (IN THOUSANDS):
 
<TABLE>
<CAPTION>
                                                                                 MAY 31,
                                                                           --------------------
                                                                             1996       1997
                                                                           ---------  ---------
<S>                                                                        <C>        <C>
Office furniture and fixtures............................................  $     298  $     380
Computer and office equipment............................................      2,671      3,673
Leasehold improvements...................................................        131        137
                                                                           ---------  ---------
                                                                               3,100      4,190
Less accumulated depreciation and amortization...........................     (1,385)    (1,692)
                                                                           ---------  ---------
                                                                           $   1,715  $   2,498
                                                                           ---------  ---------
                                                                           ---------  ---------
</TABLE>
 
    Included in property and equipment are assets leased under capital lease
obligations as follows (IN THOUSANDS):
 
<TABLE>
<CAPTION>
                                                                                     MAY 31,
                                                                               --------------------
                                                                                 1996       1997
                                                                               ---------  ---------
<S>                                                                            <C>        <C>
Computer and office equipment................................................  $     331  $     331
Office furniture and fixtures................................................         52         52
                                                                               ---------  ---------
                                                                                     383        383
Less accumulated amortization................................................       (307)      (350)
                                                                               ---------  ---------
                                                                               $      76  $      33
                                                                               ---------  ---------
                                                                               ---------  ---------
</TABLE>
 
                                       32
<PAGE>
                     UNISON SOFTWARE, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
4. LONG-TERM DEBT:
 
    Long-term debt consists of the following (IN THOUSANDS):
 
<TABLE>
<CAPTION>
                                                                                      MAY 31,
                                                                                --------------------
                                                                                  1996       1997
                                                                                ---------  ---------
<S>                                                                             <C>        <C>
Notes payable issued in connection with the purchase of assets in 1992,
  interest at 6.5% monthly payments through August 1999.......................  $     529
Notes payable issued in connection with securing rights to in-process research
  and development, monthly payments through August 1999.......................        347  $      58
Capital lease obligations at interest rates ranging from 10.5% to 13.2%.......        120         67
                                                                                ---------  ---------
    Total long-term debt......................................................        996        125
Less current portion..........................................................       (308)       (66)
                                                                                ---------  ---------
Long-term debt, net of current portion........................................  $     688  $      59
                                                                                ---------  ---------
                                                                                ---------  ---------
</TABLE>
 
    Future principal payments of long-term debt for the fiscal year ending May
31 are as follows (IN THOUSANDS):
 
<TABLE>
<CAPTION>
FISCAL YEAR                                                                             AMOUNT
-------------------------------------------------------------------------------------  ---------
<S>                                                                                    <C>
1998.................................................................................  $      66
1999.................................................................................         53
2000.................................................................................          6
                                                                                       ---------
    Total............................................................................  $     125
                                                                                       ---------
                                                                                       ---------
</TABLE>
 
5. GUARANTEE OF ESOP DEBT:
 
    The Company had an Employee Stock Ownership Plan (ESOP) which enabled most
regular employees to acquire shares of the Company's common stock. The cost of
the ESOP was borne by the Company through annual contributions to an Employee
Stock Ownership Trust (ESOT) in amounts determined by the Company's Board of
Directors. Shares of common stock acquired by the ESOP were allocated to each
employee and held until the employee's retirement or death. The employee may
also choose early withdrawal or diversification to other qualified plans under
certain circumstances.
 
    In August 1990, the ESOT borrowed $2,346,500 from a bank to purchase
2,427,312 shares of common stock from existing stockholders. Annual
contributions made by the Company to the ESOT were sufficient to service
principal and interest payments in connection with this indebtedness. Company
contributions to the ESOT were approximately $477,000 and $12,000 in fiscal 1995
and 1996, respectively. In July 1995, the ESOT sold shares in the Company's
initial public offering. Funds received from the sale of the stock were used to
retire the remaining debt outstanding. During fiscal 1996, the ESOP was assumed
by the Company's defined contribution plan (Note 8).
 
                                       33
<PAGE>
                     UNISON SOFTWARE, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
6. COMMITMENTS AND CONTINGENCIES:
 
    The Company leases facilities and equipment under noncancelable operating
leases. The leases expire at various dates through 2014, and the Company is
responsible for taxes, insurance and maintenance expenses. Rent expense under
operating leases was $754,000, $1,118,000 and $1,188,000 in fiscal 1995, 1996,
and 1997, respectively.
 
    Future minimum lease payments under operating leases at May 31, 1997 are
summarized as follows (IN THOUSANDS):
 
<TABLE>
<CAPTION>
FISCAL YEAR                                                                             AMOUNT
-------------------------------------------------------------------------------------  ---------
<S>                                                                                    <C>
1998.................................................................................  $     754
1999.................................................................................        483
2000.................................................................................        398
2001.................................................................................        140
2002.................................................................................        140
Thereafter...........................................................................      1,509
                                                                                       ---------
                                                                                       $   3,424
                                                                                       ---------
                                                                                       ---------
</TABLE>
 
    The Company is engaged in certain legal and administrative proceedings
incidental to its normal business activities. While it is not possible to
determine the ultimate outcome of these actions, at this time management
believes that any liabilities resulting from such proceedings, or claims which
are pending or known to be threatened, will not have a material adverse effect
on the Company's consolidated financial position or results of operations.
 
7. CAPITAL STOCK:
 
STOCK OPTIONS:
 
    1991 INCENTIVE STOCK OPTION PLAN:
 
    In February 1991, the Company authorized the 1991 Incentive Stock Option
Plan (the 1991 Plan) under which the Board of Directors may issue incentive
stock options to employees of the Company. As of May 31, 1997, the Company had
reserved 1,800,000 shares of common stock for issuance under the 1991 Plan. The
Board of Directors has ceased to grant options under the 1991 Plan, and shares
otherwise available for future grant under the plan have been canceled.
 
    1993 DIRECTOR STOCK OPTION PLAN:
 
    In September 1993, the Company authorized the 1993 Director Stock Option
Plan (the Director Plan), under which members of the Board of Directors are
granted options to purchase shares of the Company's common stock. As currently
in effect, outside directors are each granted an option to purchase 22,500
shares upon their appointment and an option to purchase 7,500 shares on the
first day of each fiscal year thereafter. As of May 31, 1997, the Company had
reserved 225,000 shares of common stock for issuance under the Director Plan,
and 97,500 shares were available for future grants. The options are granted at
fair market value on the date of grant and vest over a three-year period, a
third on each one-year anniversary of the grant.
 
                                       34
<PAGE>
                     UNISON SOFTWARE, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
7. CAPITAL STOCK: (CONTINUED)
    1995 INCENTIVE STOCK OPTION PLAN:
 
    In February 1995, the Company adopted the 1995 Incentive Stock Option Plan
(the 1995 Plan), under which the Board of Directors may issue incentive stock
options to employees of the Company. As of May 31, 1997, the Company had
reserved 1,875,000 shares of common stock for issuance under the 1995 Plan, and
1,090,676 shares were available for future grants. The Board of Directors has
the authority to determine to whom options will be granted, the number of
shares, the term and the exercise price, which cannot be less than fair market
value at date of grant. The options are exercisable at times and in increments
as specified by the Board of Directors, and generally expire five to ten years
from date of grant.
 
    EXECUTIVE STOCK OPTION AGREEMENT:
 
    In April 1997, the Company authorized the Executive Stock Option Agreement,
under which the Board of Directors granted options to purchase 242,640 shares of
the Company's common stock to an officer. The officer terminated his employment
and the options were canceled. The shares reserved under this agreement have
been canceled.
 
    SUMMARY OF STOCK OPTION PLANS:
 
    A summary of activity under the 1991 Plan, Director Plan, 1995 Plan, and the
Executive Agreement is as follows (IN THOUSANDS, EXCEPT PER SHARE DATA):
 
<TABLE>
<CAPTION>
                                                                                                              WEIGHTED
                                                                               OPTIONS OUTSTANDING             AVERAGE
                                                            SHARES     ------------------------------------   EXERCISE
                                                           AVAILABLE    SHARES    EXERCISE PRICE    TOTAL       PRICE
                                                          -----------  ---------  --------------  ---------  -----------
<S>                                                       <C>          <C>        <C>             <C>        <C>
Balances, May 31, 1996..................................         185         786  $  1.15-$13.67  $   3,298   $    4.20
Additional shares reserved..............................       1,443
Cancellation of shares reserved under the 1991 Plan.....        (154)
Cancellation of shares reserved under the Executive
  Stock Option Agreement................................        (243)
Options granted.........................................      (1,047)      1,047  $  6.75-$19.00     10,570       10.10
Options exercised.......................................                    (188) $  1.59-$ 6.00       (360)       1.91
Options canceled........................................       1,004      (1,004) $  1.67-$18.83     (9,158)       9.12
                                                          -----------  ---------                  ---------  -----------
Balances, May 31, 1997..................................       1,188         641  $  1.67-$19.00  $   4,350   $    6.79
                                                          -----------  ---------                  ---------  -----------
                                                          -----------  ---------                  ---------  -----------
</TABLE>
 
    As of May 31, 1997, approximately 118,000 shares were exercisable at an
average exercise price of $4.70 per share.
 
                                       35
<PAGE>
                     UNISON SOFTWARE, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
7. CAPITAL STOCK: (CONTINUED)
    SUMMARY OF STOCK OPTION PLANS:
 
    The options outstanding and currently exercisable by exercise price at May
31, 1997 are as follows:
 
<TABLE>
<CAPTION>
                 OPTIONS OUTSTANDING
-----------------------------------------------------         OPTIONS CURRENTLY EXERCISABLE
                                         WEIGHTED      -------------------------------------------
                                          AVERAGE       WEIGHTED                        WEIGHTED
                        NUMBER           REMAINING       AVERAGE         NUMBER          AVERAGE
                    OUTSTANDING (IN     CONTRACTUAL     EXERCISE     EXERCISABLE (IN    EXERCISE
 EXERCISE PRICE       THOUSANDS)           LIFE           PRICE        THOUSANDS)         PRICE
-----------------  -----------------  ---------------  -----------  -----------------  -----------
<S>                <C>                <C>              <C>          <C>                <C>
 $ 1.67 - $ 1.67              67              6.89      $    1.67              14       $    1.89
 $ 2.00 - $ 2.20              77              7.11      $    2.12              51       $    2.08
 $ 3.83 - $ 7.13             127              8.88      $    6.37              10       $    4.33
 $ 7.38 - $ 7.38             222              9.60      $    7.38               0       $    7.38
 $ 7.50 - $ 7.50              36              8.25      $    7.50              12       $    7.50
 $ 7.83 - $ 7.83              27              8.27      $    7.83               7       $    7.83
 $ 9.75 - $ 9.75              30              8.52      $    9.75              24       $    9.75
 $11.67 - $11.67              18              4.17      $   11.67
 $16.00 - $16.00              23              9.44      $   16.00
 $19.00 - $19.00              14              9.01      $   19.00
                             ---               ---     -----------            ---           -----
 $ 1.67 - $19.00             641              8.52      $    6.79             118       $    4.70
</TABLE>
 
    NONQUALIFIED STOCK OPTIONS:
 
    During fiscal 1991, in connection with the acquisition of BSI, the Company
issued nonqualified stock options to purchase 270,000 shares of the Company's
common stock. These options became exercisable in thirds in fiscal 1993, 1994
and 1995, contingent upon the performance of the Company. Each third of the
options had a different exercise price per share: $2.00 for options exercisable
in 1994; and $2.67 for options exercisable in 1995. In fiscal 1994, options to
purchase 90,000 shares of the Company's common stock became exercisable based on
achievement of the performance goals. In fiscal 1995, options to purchase 90,000
shares of the Company's common stock were canceled as the performance goals were
not met. During fiscal 1995, an option to purchase 45,000 shares of the
Company's common stock at an exercise price of $2.00 was exercised. During
fiscal 1996, options to purchase 45,000 shares of the Company's common stock at
an exercise price of $2.00 were exercised. As of May 31, 1997, all options
issued in connection with the BSI acquisition were either exercised or canceled.
 
WARRANTS:
 
    During fiscal 1994, the Company granted warrants to purchase 288,750 shares
of common stock at an exercise price of $2.67 per share. The warrants expire
three to five years from the date of grant. During fiscal 1996 and 1997, 82,500
and 206,250 warrants were exercised, respectively. As of May 31, 1997, no
warrants were outstanding.
 
                                       36
<PAGE>
                     UNISON SOFTWARE, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
7. CAPITAL STOCK (CONTINUED)
 
EMPLOYEE STOCK PURCHASE PLANS:
 
    1985 EMPLOYEE STOCK PURCHASE PLAN:
 
    The 1985 Employee Stock Purchase Plan was approved by the Board of Directors
on June 1, 1985, and amended by the Board of Directors on December 1, 1990. The
plan provides certain key employees the right to purchase shares of common stock
at a price determined by the Board of Directors on the date of grant. The
Company reserved a total of 1,500,000 shares of common stock for issuance under
the plan. As of May 31, 1997, a total of 633,637 shares had been issued under
this plan.
 
    1995 EMPLOYEE STOCK PURCHASE PLAN:
 
    In May 1995, the Company adopted the 1995 Employee Stock Purchase Plan which
authorized the grant of stock purchase rights to all eligible employees during
six-month offering periods with exercise dates approximately every six months.
The Company has reserved 187,500 shares of common stock for issuance under the
plan. The first offering period of the plan commenced on the first trading day
after the effectiveness of the Company's initial public offering. Shares are
purchased through employees' payroll deductions at exercise prices equal to 85%
of the lesser of the fair market value of the Company's common stock at either
the first day of an offering period or the last day of such offering period. No
participant may purchase more than $25,000 worth of common stock in any one
calendar year. To date, 80,433 shares have been issued under the plan.
 
PRO FORMA COMPENSATION EXPENSE:
 
    The Company had adopted the disclosure-only provisions of Statement of
Financial Accounting Standards No. 123 (SFAS 123), "Accounting for Stock-Based
Compensation." Accordingly, no compensation cost has been recognized for the
Plans (including the Employee Stock Purchase Plan). Had compensation cost for
the Plans been determined based on the fair value at the grant date for awards
in 1996 and 1997 consistent with the provisions of SFAS No. 123, the Company's
net income and net income per share would have been reduced to the pro forma
amounts indicated below:
 
<TABLE>
<CAPTION>
                                                                                 DECEMBER 31,
                                                                             --------------------
                                                                               1996       1997
                                                                             ---------  ---------
<S>                                                                          <C>        <C>
Net income - as reported...................................................  $   4,667  $   5,382
Net income - pro forma.....................................................      3,964      3,914
Net income per share - as reported.........................................       0.40       0.45
Net income per share - pro forma...........................................       0.34       0.32
</TABLE>
 
    The fair value of each option grant is estimated on the date of grant using
the Black-Scholes method with the following weighted average assumptions:
 
<TABLE>
<S>                                                             <C>
Risk-free interest rate.......................................   5.37%-6.77%
Expected life in years........................................           3.5
Expected dividends............................................          None
Expected volatility...........................................          0.75
</TABLE>
 
                                       37
<PAGE>
                     UNISON SOFTWARE, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
7. CAPITAL STOCK (CONTINUED)
    The weighted average expected life was calculated based on the vesting
period and exercise behavior. The risk-free interest rate was calculated in
accordance with the grant date and expected life calculated for each subgroup.
 
8. DEFINED CONTRIBUTION PLAN:
 
    The Company sponsors a defined contribution plan that enables substantially
all regular employees of the Company to participate in the plan. Eligible
employees may contribute up to 20% of their base compensation to the plan, and
the Company may, but is not obligated to, match up to 50% of employee
contributions, up to a maximum of $100 per month per employee.
 
    Company contributions to the defined contribution plan were approximately
$78,000, $57,000 and $91,000 in fiscal 1995, 1996 and 1997, respectively.
 
9. INCOME TAXES:
 
    Details of the income tax provision consist of the following (IN THOUSANDS):
 
<TABLE>
<CAPTION>
                                                                                             YEAR ENDED MAY 31,
                                                                                       -------------------------------
                                                                                         1995       1996       1997
                                                                                       ---------  ---------  ---------
<S>                                                                                    <C>        <C>        <C>
Income before taxes:
  Domestic...........................................................................  $   2,432  $   6,663  $   7,908
  Foreign............................................................................        250        859        844
                                                                                       ---------  ---------  ---------
      Total..........................................................................  $   2,682  $   7,522  $   8,752
                                                                                       ---------  ---------  ---------
                                                                                       ---------  ---------  ---------
Income tax provision:
  Current:
    Federal..........................................................................  $     757  $   2,111  $   2,472
    State............................................................................        138        304        402
    Foreign..........................................................................         57        290        283
                                                                                       ---------  ---------  ---------
      Total current provision........................................................        952      2,705      3,157
                                                                                       ---------  ---------  ---------
  Deferred:
    Federal..........................................................................         13        128        180
    State............................................................................          2         22         29
    Foreign..........................................................................         15                     4
                                                                                       ---------  ---------  ---------
      Total deferred provision.......................................................         30        150        213
                                                                                       ---------  ---------  ---------
        Total income tax provision...................................................  $     982  $   2,855  $   3,370
                                                                                       ---------  ---------  ---------
                                                                                       ---------  ---------  ---------
</TABLE>
 
                                       38
<PAGE>
                     UNISON SOFTWARE, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
9. INCOME TAXES: (CONTINUED)
    The significant components of the deferred tax assets were as follows (IN
THOUSANDS):
 
<TABLE>
<CAPTION>
                                                                                 YEAR ENDED MAY 31,
                                                                                --------------------
                                                                                  1996       1997
                                                                                ---------  ---------
<S>                                                                             <C>        <C>
Current assets:
  Cash to accrual adjustment..................................................
  Marketable securities.......................................................  $      10  $      12
  Accrued expense and other...................................................        204        301
                                                                                ---------  ---------
    Net current assets........................................................  $     214  $     313
                                                                                ---------  ---------
                                                                                ---------  ---------
Noncurrent assets (liabilities):
  Purchased technology........................................................  $     261
  Fixed assets and other......................................................        (24)       (73)
                                                                                ---------  ---------
                                                                                $     237  $     (73)
                                                                                ---------  ---------
                                                                                ---------  ---------
</TABLE>
 
    The Company's effective tax rate differs from the statutory federal income
tax rate as shown in the following schedule:
 
<TABLE>
<CAPTION>
                                                                       YEAR ENDED MAY 31,
                                                                 -------------------------------
                                                                   1995       1996       1997
                                                                 ---------  ---------  ---------
<S>                                                              <C>        <C>        <C>
Income tax provision at statutory rate.........................       34.0%      34.0%      34.0%
State income taxes, net of federal benefit.....................        3.4        2.9        3.0
Foreign sales corporation......................................       (0.7)
Other, net.....................................................       (0.1)       1.1        1.5
                                                                       ---        ---        ---
                                                                      36.6%      38.0%      38.5%
                                                                       ---        ---        ---
                                                                       ---        ---        ---
</TABLE>
 
10. SUPPLEMENTAL CASH FLOW INFORMATION:
 
    Supplemental cash flow information is summarized as follows (IN THOUSANDS):
 
<TABLE>
<CAPTION>
                                                                           YEAR ENDED MAY 31,
                                                                     -------------------------------
                                                                       1995       1996       1997
                                                                     ---------  ---------  ---------
<S>                                                                  <C>        <C>        <C>
Cash paid during the year for:
  Interest.........................................................  $     247  $     128  $      38
  Income taxes.....................................................  $     735  $   1,879  $   1,410
 
Noncash investing and financing activities:
  Change in unrealized holding losses on marketable securities.....  $     (93) $     (11)
  Common stock issued for notes....................................  $     125
  Common stock repurchased for cancellation of notes receivable....  $     140
  Property and equipment purchased under capital lease.............  $     199
</TABLE>
 
                                       39
<PAGE>
                     UNISON SOFTWARE, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
11. GEOGRAPHICAL INFORMATION:
 
FOREIGN OPERATIONS:
 
    The Company develops, markets and supports networked systems management
software for distributed, heterogeneous computing environments and operates in
one industry segment. The following presents information about operations in
different geographic areas (IN THOUSANDS):
 
<TABLE>
<CAPTION>
                                                             UNITED
                                                             STATES     EUROPE    ELIMINATIONS    TOTAL
                                                            ---------  ---------  ------------  ---------
<S>                                                         <C>        <C>        <C>           <C>
1995
Total net revenues........................................  $  17,131  $   3,518   $     (963)  $  19,686
Portion of U.S. revenues from export sales................      1,524                               1,524
Income from operations....................................      2,514        236                    2,750
Identifiable assets.......................................      9,664      2,335         (170)     11,829
 
1996
Total net revenues........................................  $  26,529  $   5,351   $   (1,865)  $  30,015
Portion of U.S. revenues from export sales................      1,899                               1,899
Income from operations....................................      5,957        845                    6,802
Identifiable assets.......................................     31,488      2,903         (170)     34,221
 
1997
Total net revenues........................................  $  35,560  $   6,610   $   (2,334)  $  39,836
Portion of U.S. revenues from export sales................      2,210                               2,210
Income from operations....................................      6,953        851                    7,804
Identifiable assets.......................................     39,371      4,201         (140)     43,432
</TABLE>
 
    Revenue and operating income (loss) from outside the United States include
the operating results of Unison Software (UK) Ltd. and Unison Software
Deutschland GmbH. Unison Software Deutschland GmbH was closed during fiscal
1997. Adjustments consist of eliminations of a charge by Unison Software, Inc.
for royalties on software license fees recorded by its European subsidiaries.
Identifiable assets are all assets, including corporate assets, identified with
operations in each geographic area. Revenues from the United States, including
export sales, are denominated in dollars. Revenues from European subsidiaries
are denominated predominantly in their local currencies.
 
                                       40
<PAGE>
                                    PART III
 
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY.
 
    The information required by this item concerning the Company's directors is
incorporated by reference to the information set forth in the section entitled
"Proposal One--Election of Directors-- Information Regarding Nominees" in the
Company's Proxy Statement for the 1997 Annual Meeting of Stockholders, to be
filed with the Commission within 120 days after the end of the Company's fiscal
year ended May 31, 1997. The information required by this item concerning the
executive officers of the Company is incorporated by reference to the
information set forth in the section entitled "Executive Officers of the
Company" at the end of Part I of this Form 10-K.
 
ITEM 11. EXECUTIVE COMPENSATION.
 
    The information required by this item regarding executive compensation is
incorporated by reference to the information set forth in the section entitled
"Executive Officer Compensation" in the Company's Proxy Statement for the 1997
Annual Meeting of Stockholders, to be filed with the Commission within 120 days
after the end of the Company's fiscal year ended May 31, 1997.
 
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
 
    The information required by this item regarding security ownership of
certain beneficial owners and management is incorporated by reference to the
information set forth in the section entitled "Share Ownership by Principal
Stockholders and Management" in the Company's Proxy Statement for the 1997
Annual Meeting of Stockholders, to be filed with the Commission within 120 days
after the end of the Company's fiscal year ended May 31, 1997.
 
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
 
    The information required by this item regarding certain relationships and
related transactions is incorporated by reference to the information set forth
in the section entitled "Certain Transactions" in the Company's Proxy Statement
for the 1997 Annual Meeting of Stockholders, to be filed with the Commission
within 120 days after the end of the Company's fiscal year ended May 31, 1997.
 
                                       41
<PAGE>
                       REPORT OF INDEPENDENT ACCOUNTANTS
                        ON FINANCIAL STATEMENT SCHEDULE
 
    Our report on the consolidated financial statements of Unison Software, Inc.
and Subsidiaries is included in this Form 10-K. In connection with our audits of
such financial statements, we have also audited the related financial statement
schedule included in this Form 10-K.
 
    In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
present fairly, in all material respects, the information required to be
included therein.
 
                                          COOPERS & LYBRAND L.L.P.
 
San Jose, California
July 3, 1997
 
                                       42
<PAGE>
                                                                     SCHEDULE II
 
                     UNISON SOFTWARE, INC. AND SUBSIDIARIES
 
                       VALUATION AND QUALIFYING ACCOUNTS
 
                                 (IN THOUSANDS)
 
                                  (UNAUDITED)
 
<TABLE>
<CAPTION>
                                                                     BALANCE AT    CHARGED TO                 BALANCE AT
                                                                    BEGINNING OF    COSTS AND                 END OF THE
DESCRIPTION                                                          THE PERIOD     EXPENSES    DEDUCTIONS      PERIOD
------------------------------------------------------------------  -------------  -----------  -----------  -------------
<S>                                                                 <C>            <C>          <C>          <C>
Balance for the year ended May 31, 1995
  Allowance for doubtful accounts receivable......................    $      81            71                        152
Balance for the year ended May 31, 1996
  Allowance for doubtful accounts receivable......................          152           128         (104)          176
Balance for the year ended May 31, 1997
  Allowance for doubtful accounts receivable......................          176           247          (35)          388
</TABLE>
 
                                       43
<PAGE>
                                    PART IV
 
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
 
(a) The following documents are filed as part of this Form 10-K:
 
    1.  FINANCIAL STATEMENTS.
 
    See Index to Consolidated Financial Statements at Item 8, on page 24 of this
Report.
 
    2.  FINANCIAL STATEMENT SCHEDULES.
 
    See Index to Financial Statement Schedules at Item 8, on page 24 of this
Report.
 
    3.  EXHIBITS.
 
<TABLE>
<C>              <S>
        3.1(1)   Certificate of Incorporation
 
        3.2(2)   Amended and Restated Bylaws of Registrant, as amended
 
       10.1(1)*  1991 Incentive Stock Option Plan.
 
       10.2(1)*  Forms of Option Agreement used under 1991 Incentive Stock Option Plan.
 
       10.3(1)*  1993 Director Stock Option Plan, as amended and restated.
 
       10.4(1)*  Form of option agreement used under 1993 Director Stock Option Plan.
 
       10.5(1)*  1995 Employee Stock Purchase Plan.
 
       10.6(1)*  Form of subscription agreement used under 1995 Employee Stock Purchase Plan.
 
       10.7(3)*  1995 Stock Option Plan, as amended and restated.
 
       10.8(1)*  Forms of option and stock purchase right agreements used under 1995 Stock
                 Option Plan.
 
       10.9(1)*  Form of Indemnification Agreement between Registrant and its directors and
                 officers.
 
       10.12(1)  Lease dated July 1, 1994 for facilities located at 5101 Patrick Henry Drive,
                 Santa Clara, California.
 
       10.14(1)+ Software License Agreement dated as of July 30, 1993, between the Registrant
                 and Hewlett-Packard Company, as amended.
 
       10.15(1)+ Software Distribution and License Agreement dated as of May 1, 1995, between
                 the Registrant and Hewlett-Packard Company.
 
       10.18(4)* Promissory Note of Dominic Gattuso Jr. dated February 7, 1997.
 
       10.19     Lease dated May 31, 1997 for facilities located at 811 Barton Springs Road,
                 Austin, Texas.
 
       11.1      Statement of computation of earnings per share.
 
       21.1(1)   Subsidiaries of the Registrant.
 
       23.1      Consent of Coopers & Lybrand L.L.P., Independent Accountants.
 
       24.1      Power of Attorney (see page 46).
 
       27.1      Financial Data Schedule.
</TABLE>
 
------------------------
 
(1) Incorporated herein by reference to identically numbered exhibit to
    Registrant's Registration Statement on Form S-1 (Reg. St. No. 33-92748),
    declared effective on July 20, 1995.
 
                                       44
<PAGE>
(2) Incorporated herein by reference to identically numbered exhibit to
    Registant's Annual Report on Form 10-K for the fiscal year ended May 31,
    1996.
 
(3) Incorporated herein by reference to identically numbered exhibit to
    Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended
    August 31, 1996.
 
(4) Incorporated by reference to exhibit to Registrant's Quarterly Report on
    Form 10-Q for the fiscal quarter ended February 28, 1997.
 
*   Indicates management compensatory plan, contract or arrangement.
 
+   Confidential treatment has been previously granted for certain portions of
    these exhibits.
 
(b) REPORTS ON FORM 8-K.
 
    None.
 
(c) EXHIBITS.
 
    See Item 14(a) above.
 
(d) FINANCIAL STATEMENT SCHEDULE.
 
    See Item 14(a) above.
 
                                       45
<PAGE>
                                   SIGNATURES
 
    Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Form 10-K to be signed
on its behalf by the undersigned, thereunto duly authorized on this     day of
August 1997.
 
<TABLE>
<S>                             <C>  <C>
                                UNISON SOFTWARE, INC.
 
                                By:                /s/ DON H. LEE
                                     -----------------------------------------
                                                    Don H. Lee,
                                              CHIEF EXECUTIVE OFFICER
</TABLE>
 
                               POWER OF ATTORNEY
 
    KNOW ALL THESE PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Don Lee and Richard Armitage, and each of
them, jointly and severally, his attorneys-in-fact, each with full power of
substitution, for him in any and all capacities, to sign any and all amendments
to this Form 10-K, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each said attorneys-in-fact or his
substitute or substitutes, may do or cause to be done by virtue hereof.
 
    Pursuant to the requirements of the Securities Exchange Act of 1934, this
Form 10-K has been signed below by the following persons on August   , 1997 on
behalf of the Registrant and in the capacities and on the dates indicated:
 
          SIGNATURES                      TITLE
------------------------------  --------------------------
 
                                Chief Executive Officer,
        /s/ DON H. LEE            President and Director
------------------------------    (Principal Executive
          Don H. Lee              Officer)
 
                                Vice President, Finance,
   /s/ RICHARD J. ARMITAGE        Chief Financial Officer
------------------------------    and Treasurer (Principal
     Richard J. Armitage          Financial and Accounting
                                  Officer)
 
    /s/ MICHAEL A. CASTEEL      Executive Vice President,
------------------------------    Chief Technology Officer
      Michael A. Casteel          and Director
 
     /s/ DONALD R. DIXON
------------------------------  Director
       Donald R. Dixon
 
    /s/ KENNETH A. GOLDMAN
------------------------------  Director
      Kenneth A. Goldman
 
     /s/ JEFFREY D. SAPER
------------------------------  Director
       Jeffrey D. Saper
 
                                       46
<PAGE>
                             UNISON SOFTWARE, INC.
                           ANNUAL REPORT ON FORM 10-K
                          FOR YEAR ENDED MAY 31, 1997
                               INDEX TO EXHIBITS
 
<TABLE>
<CAPTION>
 EXHIBIT
 NUMBER                              EXHIBIT DESCRIPTION
---------             --------------------------------------------------
<C>                   <S>
 3.1(1)               Certificate of Incorporation.
 
 3.2(2)               Amended and Restated Bylaws of Registrant, as
                      amended.
 
10.1(1)*              1991 Incentive Stock Option Plan.
 
10.2(1)*              Forms of Option Agreement used under 1991
                      Incentive Stock Option Plan.
 
10.3(1)*              1993 Director Stock Option Plan, as amended and
                      restated.
 
10.4(1)*              Form of option agreement used under 1993 Director
                      Stock Option Plan.
 
10.5(1)*              1995 Employee Stock Purchase Plan.
 
10.6(1)*              Form of subscription agreement used under 1995
                      Employee Stock Purchase Plan.
 
10.7(3)*              1995 Stock Option Plan, as amended and restated.
 
10.8(1)*              Forms of option and stock purchase right
                      agreements used under 1995 Stock Option Plan.
 
10.9(1)*              Form of Indemnification Agreement between
                      Registrant and its directors and officers.
 
10.12(1)              Lease dated July 1, 1994 for facilities located at
                      5101 Patrick Henry Drive, Santa Clara, California.
 
10.14(1)+             Software License Agreement dated as of July 30,
                      1993, between the Registrant and Hewlett-Packard
                      Company, as amended.
 
10.15(1)+             Software Distribution and License Agreement dated
                      as of May 1, 1995, between the Registrant and
                      Hewlett-Packard Company.
 
10.18(4)*             Promissory Note of Dominic Gattuso Jr. dated
                      February 7, 1997.
 
10.19                 Lease dated May 31, 1997 for facilities located at
                      811 Barton Springs Road, Austin, Texas.
 
11.1                  Statement of computation of earnings per share.
 
21.1(1)               Subsidiaries of the Registrant.
 
23.1                  Consent of Coopers & Lybrand L.L.P., Independent
                      Accountants.
 
24.1                  Power of Attorney (see page 46).
 
27.1                  Financial Data Schedule.
</TABLE>
 
------------------------
 
(1) Incorporated herein by reference to identical number exhibit to the
    Registrant's Registration Statement on Form S-1 (Registration St. No.
    33-92748) declared effective on July 20, 1995.
 
(2) Incorporated herein by reference to identically numbered exhibit to
    Registrant's Annual Report on Form 10-K for the fiscal year ended May 31,
    1996.
 
(3) Incorporated herein by reference to identically numbered exhibit to
    Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended
    August 31, 1996.
 
(4) Incorporated by reference to exhibit to Registrant's Quarterly Report on
    Form 10-Q for the fiscal quarter ended February 28, 1997.
 
*   Indicates management compensatory plan, contract or arrangement.
 
+   Confidential treatment has been previously granted for certain portions of
    these exhibits.