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

                                    FORM 10-Q

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

                      For the quarter ended January 1, 1998

                         Commission File number 0-21727

                               SeaMED Corporation

--------------------------------------------------------------------------------
             (Exact Name of Registrant as specified in its charter)

              Washington                                  91-1002092
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        (State of Incorporation)                      (Federal I.R.S. No.)

 14500 Northeast 87th Street, Redmond, Washington           98052-3431
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   (Address of principal executive offices)                 (Zip Code)

                   Registrant's Telephone Number 425-867-1818
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           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 ( )

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           As of February 6, 1998, the Registrant had 5,298,638 shares of Common
Stock outstanding.


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                    DOCUMENTS INCORPORATED BY REFERENCE: None



<PAGE>   2
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                         PART I - FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS


                               SeaMED CORPORATION

                              FINANCIAL STATEMENTS



<TABLE>
<S>                                                                            <C>
INDEX

Balance Sheets as of December 31, 1997 and June 30, 1997........................3

Statements of Income for the Quarters and the Six Months
           Ended December 31, 1997 and 1996.....................................4

Statements of Cash Flows for the Six Months Ended December 31, 1997 and 1996....5

Notes to Financial Statements...................................................6
</TABLE>



















                                      -2-

<PAGE>   3


                               SEAMED CORPORATION
                                 BALANCE SHEETS
                                   (Unaudited)

                                     ASSETS


<TABLE>
<CAPTION>
                                                                 December 31,           June 30,
                                                                      1997                1997
                                                                 ------------        ------------
<S>                                                             <C>                 <C>      
Current assets:
    Cash and cash equivalents ............................       $      9,294        $      9,092

    Investments ..........................................          4,004,525           6,231,369
    Accounts receivable, net .............................         11,184,349           8,794,968
    Inventories ..........................................         13,393,530          11,198,563
    Deferred income taxes ................................          1,556,791           1,193,311
    Prepaid expenses .....................................            396,023             169,553
                                                                 ------------        ------------
Total current assets .....................................         30,544,512          27,596,856

Fixed assets, net ........................................          5,151,238           4,331,814

Deposits and other assets ................................            255,509             202,845
                                                                 ------------        ------------
Total assets .............................................       $ 35,951,259        $ 32,131,515
                                                                 ============        ============


                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
    Accounts payable .....................................       $  3,152,246        $  2,482,551
    Accrued expenses and reserves ........................          6,619,344           5,787,715
    Borrowings under bank line of credit .................            542,943           1,068,240
    Current portion of long-term debt ....................             85,309                --
                                                                 ------------        ------------
Total current liabilities ................................         10,399,842           9,338,506

Long-term debt, less current portion .....................            496,582                --


Shareholders' equity:
    Common stock .........................................         20,131,196          19,722,865
    Note receivable from officer .........................            (75,000)            (75,000)
    Retained earnings ....................................          4,998,639           3,145,144
                                                                 ------------        ------------
Total shareholders' equity ...............................         25,054,835          22,793,009
                                                                 ------------        ------------

Total liabilities and shareholders' equity ...............       $ 35,951,259        $ 32,131,515
                                                                 ============        ============
</TABLE>

See accompanying notes to financial statements.




                                      -3-


<PAGE>   4
                               SEAMED CORPORATION
                              STATEMENTS OF INCOME
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                              Quarter Ended                           Six Months Ended
                                                    --------------------------------        --------------------------------
                                                    December 31,        December 31,         December 31,       December 31,
                                                        1997                1996                 1997               1996
                                                    ------------        ------------        ------------        ------------
<S>                                                 <C>                 <C>                 <C>                 <C>         
Revenues:
   Manufacturing ............................       $  9,651,572        $  7,289,418        $ 20,014,210        $ 14,013,136
   Engineering ..............................          6,607,856           4,720,992          12,275,009           8,073,443
                                                    ------------        ------------        ------------        ------------
                                                      16,259,428          12,010,410          32,289,219          22,086,579

Costs of revenues:
   Manufacturing ............................          7,797,185           5,805,689          16,175,257          11,244,456
   Engineering ..............................          5,691,724           4,177,563          10,611,888           7,130,309
                                                    ------------        ------------        ------------        ------------
                                                      13,488,909           9,983,252          26,787,145          18,374,765
                                                    ------------        ------------        ------------        ------------

Gross margin ................................          2,770,519           2,027,158           5,502,074           3,711,814

Marketing, general and
   administrative expenses ..................          1,373,340           1,075,420           2,750,322           1,922,090
                                                    ------------        ------------        ------------        ------------

Operating income ............................          1,397,179             951,738           2,751,752           1,789,724

Other income (expense), net:
   Interest .................................             45,290             (18,907)             80,837            (101,122)
   Other ....................................             (8,154)             (9,319)            (24,264)            (16,499)
                                                    ------------        ------------        ------------        ------------
                                                          37,136             (28,226)             56,573            (117,621)
                                                    ------------        ------------        ------------        ------------

Income before income taxes ..................          1,434,315             923,512           2,808,325           1,672,103

Income tax provision ........................            487,667             323,229             954,831             585,236
                                                    ------------        ------------        ------------        ------------

Net income ..................................       $    946,648        $    600,283        $  1,853,494        $  1,086,867
                                                    ============        ============        ============        ============

Net income per share data:
   Basic ....................................       $       0.18        $       0.21        $       0.35        $       0.58
                                                    ============        ============        ============        ============
   Diluted ..................................       $       0.17        $       0.13        $       0.33        $       0.25
                                                    ============        ============        ============        ============

Weighted average common
   shares and equivalents:
   Basic ....................................          5,283,689           2,724,566           5,276,294           1,697,986
                                                    ============        ============        ============        ============
   Diluted ..................................          5,625,498           4,705,530           5,626,156           4,390,967
                                                    ============        ============        ============        ============
</TABLE>


See accompanying notes to financial statements.




                                      -4-


<PAGE>   5

                               SEAMED CORPORATION
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)



<TABLE>
<CAPTION>
                                                                                   Six Months Ended
                                                                                      December 31,
                                                                            --------------------------------
                                                                                1997                1996
                                                                            ------------        ------------
<S>                                                                         <C>                 <C>         
OPERATING ACTIVITIES
Net income ..........................................................       $  1,853,494        $  1,086,867
Adjustments to reconcile net income to net cash provided by (used in)
   operating activities:
   Depreciation .....................................................            805,414             488,029
   Provision for bad debts ..........................................             72,344              54,739
   Deferred tax benefit .............................................           (363,480)               --
   Changes in operating assets and liabilities:
      Increase in accounts receivable ...............................         (2,461,725)         (1,027,170)
      Increase in inventories .......................................         (2,194,967)         (1,874,964)
      Increase in accounts payable, accrued expenses, and deferred
        revenue .....................................................          1,586,634             394,780
      Increase in other assets and prepaid expenses .................           (279,134)           (187,962)
                                                                            ------------        ------------
Net cash used in operating activities ...............................           (981,420)         (1,065,681)

INVESTING ACTIVITIES
Purchases of equipment and leasehold improvements ...................         (1,624,839)           (634,664)
Maturity of short-term investments ..................................          2,226,843                --
Purchase of investments .............................................               --            (7,960,269)
                                                                            ------------        ------------
Net cash provided by (used in) investing activities .................            602,004          (8,594,933)

FINANCING ACTIVITIES
Proceeds from sale of common stock (net of cost) ....................               --            14,799,036
Preferred stock dividend ............................................               --            (1,765,100)
Proceeds from stock options exercised ...............................             34,105               7,156
Proceeds from sale of common stock under employee stock purchase
   plan .............................................................            374,226                --
Net payments of credit line .........................................           (525,297)         (1,817,000)
Proceeds from notes payable .........................................            625,000                --
Principal payments on notes payable .................................           (128,416)         (1,029,314)
                                                                            ------------        ------------
Net cash provided by financing activities ...........................            379,618          10,194,778
                                                                            ------------        ------------
Net increase in cash ................................................                202             534,164
Cash and cash equivalents at beginning of period ....................              9,092               2,912
                                                                            ------------        ------------
Cash and cash equivalents at end of period ..........................       $      9,294        $    537,076
                                                                            ============        ============
</TABLE>



See accompanying notes to financial statements.






                                      -5-

<PAGE>   6
--------------------------------------------------------------------------------


ITEM 1.    NOTES TO FINANCIAL STATEMENTS

           1.        ACCOUNTING POLICIES

           Description of Business

           SeaMED Corporation (the "Company") manufactures advanced durable
electronic medical instruments for medical technology companies, often as part
of systems that also include single-use components. To assist its customers in
developing and commercializing their instruments for manufacture by the Company,
the Company provides a wide range of engineering services and regulatory
expertise.

           Accounting Period

           The Company presents financial information for a 52/53 week fiscal
year that ends on the Thursday nearest to June 30. Each of the Company's fiscal
quarters ends, respectively, on the Thursday nearest to September 30, December
31 and March 31. For convenience of presentation, all fiscal periods in these
financial statements are shown as ending on a calendar month-end.

           Unaudited Interim Financial Information

           The financial information as of December 31, 1997 and for the periods
ended December 31, 1997 and 1996 is unaudited, but includes all adjustments
(consisting only of normal recurring adjustments) which are, in the opinion of
management, necessary for a fair presentation of the financial position at such
dates and the operations and cash flows for the periods then ended. The
financial information is presented according to the rules and regulations of the
Securities and Exchange Commission and, accordingly, does not include all of the
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles. Operating
results for the periods ended December 31, 1997 are not necessarily indicative
of results that may be expected for the entire year. This financial information
should be read in conjunction with the Company's audited financial statements
for the year ended June 30, 1997, included in its Annual Report on Form 10-K
filed with the Securities and Exchange Commission.

           Earnings Per Share

           In February 1997, the Financial Accounting Standards Board issued
Statement No. 128, Earnings per Share, which the Company has adopted effective
for periods ending December 31, 1997. Pursuant to the requirements of Statement
128, the Company has changed the method previously used to compute earnings per
share and has restated all prior periods whereby the calculation of primary and
fully diluted earnings per share have been replaced by basic and diluted
earnings per share. Under the new requirements for calculating basic earnings
per share, the dilutive effect of stock options, stock warrants and preferred
stock is excluded.




                                      -6-
<PAGE>   7

           2.        INITIAL PUBLIC OFFERING

           In November 1996, the Company completed an initial public offering of
securities, selling 1,529,720 shares of common stock at $11 per share, resulting
in net proceeds to the Company of $14,822,755, net of offering costs and
underwriters discount of $2,004,165. Of the net proceeds, the Company used
$1,765,100 to pay a cumulative preferred dividend on its convertible redeemable
preferred stock, $1,831,000 to pay down its line of credit with a bank to zero
and $1,296,000 to pay off in full three notes payable to the bank. In
conjunction with the offering, all of the Company's convertible redeemable
preferred stock outstanding immediately prior to the offering was converted into
2,934,029 shares of common stock.

           3.        INVENTORIES

           Inventories consist of the following:

<TABLE>
<CAPTION>
                                                            December 31,         June 30,
                                                               1997               1997
                                                            -----------       -----------

<S>                                                         <C>               <C>        
                     Work-in-process                        $ 3,541,743       $ 3,274,857

                     Purchased and manufactured parts         9,851,787         7,923,706
                                                            -----------       -----------
                                                            $13,393,530       $11,198,563
                                                            ===========       ===========
</TABLE>

           4.        INVESTMENTS

           Investments are classified as held to maturity. Investments are
reported at cost net of unamortized premium or discount. All investments mature
within one year.

           5.         LONG-TERM DEBT

           The Company has a term note payable to Keybank National Association 
(the "Bank"), entered into on July 31, 1997 and disbursed by the Bank on 
September 4, 1997. Borrowings under this note bear interest at LIBOR plus 1.4%, 
7.1% at January 31, 1998, and will adjust as the LIBOR rate changes. The note 
is due in monthly payments of $18,055 through December 2000. At January 31, 
the balance outstanding on this note was approximately $567,000.





                                      -7-
<PAGE>   8

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

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS

           The following discussion and analysis should be read in conjunction
with the Company's Financial Statements and Notes thereto included elsewhere in
this Form 10-Q. This Form 10-Q contains, in addition to historical information,
forward-looking statements that involve risks and uncertainties. The Company's
actual results could differ materially from the results discussed in the
forward-looking statements. Factors that could cause or contribute to such
differences include those discussed below, as well as those discussed in the
Company's annual report on Form 10-K filed with the Securities and Exchange
Commission.

OVERVIEW

           SeaMED is a manufacturer of advanced medical instruments for medical
technology companies. SeaMED was incorporated in 1976, and since 1988 has
focused its business primarily on manufacturing medical instruments for medical
technology companies. To assist its customers in developing and commercializing
their products for manufacture by SeaMED, the Company provides a wide range of
engineering services and regulatory expertise.

           SeaMED's manufacturing contracts with its customers are usually
exclusive contracts for a fixed period of time, generally ranging from three to
five years. SeaMED negotiates each manufacturing contract independently, and
each varies as to profitability. SeaMED negotiates the price of each
manufactured instrument on a cost and margin formula. SeaMED's contracts with
its customers generally permit annual manufacturing cost audits and price
renegotiations. During the contract term, customers have broad discretion to
control the volume and timing of instrument deliveries. Consequently, SeaMED's
revenues with respect to each instrument may vary substantially from period to
period, and an instrument that generates revenues in one quarter may not
necessarily generate revenues in each quarter of a fiscal year. In addition, for
a variety of reasons such as a customer's inventory levels, sales mix and timing
of product launches, SeaMED's revenues for an instrument do not necessarily
correspond to the customer's sales.

           Manufacturing revenue growth depends primarily on two factors:
increased demand for instruments manufactured by SeaMED and SeaMED's ability to
attract additional manufacturing contracts from emerging and established medical
technology companies. SeaMED has no ability to increase demand for the
instruments it manufactures because SeaMED's customers control all product
marketing and sales. SeaMED markets its manufacturing capabilities and usually
procures additional manufacturing contracts as a result of its engineering
projects, but the volume and timing of future manufacturing revenues that relate
to any specific engineering project are highly variable, and certain engineering
projects may not lead to future manufacturing revenues. The manufacturing gross
margin percentage from year to year depends primarily on the product mix, as
gross margins vary by instrument and as a result of negotiated volume discounts.
Management may negotiate volume discounts if the larger volume results in
smaller per unit overhead allocation, thereby improving operating margin. For
manufacturing revenues from instruments not yet approved for commercial use
(known as "preproduction revenues"), the gross




                                      -8-

<PAGE>   9

margin percentage is generally lower because a smaller number of units limits
opportunities to achieve economies of scale, and the instrument and its
manufacturing process are being refined.

           SeaMED provides its customers with engineering services at any stage
of an instrument's development, as part of its strategy to obtain exclusive
manufacturing rights for an instrument. SeaMED generally provides engineering
services under a project plan that identifies the engineering tasks,
deliverables and schedule. SeaMED negotiates each engineering project plan
independently, and, as a business strategy, generally prices engineering
contracts to cover direct project expenses (i.e., nonrecurring engineering
expenses) plus a share of marketing, general and administrative expenses.
SeaMED's objective in providing engineering services is to obtain, for a
specific time period (usually three to five years), exclusive manufacturing
rights to the instrument resulting from the engineering project. The customer
can typically cancel the engineering project at any time upon short notice.

           Engineering revenues are derived primarily from professional services
provided by SeaMED's engineers. The balance of engineering revenues is sales of
materials to customers at cost. Engineering revenue growth depends primarily on
three factors: (i) the number and scope of existing engineering projects, (ii)
whether existing projects are in time-intensive phases, and (iii) whether new
engineering projects of sufficient scope replace engineering projects that are
completed or otherwise terminated. Engineering gross margins are low due to
SeaMED's strategy of pricing engineering services as part of an exclusive
manufacturing contract for the resulting instrument. Since demand for
engineering services is based on the number and scope of engineering projects,
if customers cancel one or more projects on short notice, SeaMED may experience
from time to time excess engineering capacity. Engineering margins may fluctuate
depending on the rates that customers pay under engineering project plans and
the utilization rates of engineers.

           SeaMED from time to time selectively designs and manufactures
nonmedical commercial products that benefit from SeaMED's engineering and
manufacturing capabilities. SeaMED intends to maintain as its primary focus the
design and manufacturing of advanced medical instruments for medical technology
companies.

           Marketing, general and administrative expenses include the costs of
SeaMED's marketing, finance, and management information systems departments and
other administrative costs. In addition, marketing, general and administrative
expenses include the cost of a Company-wide bonus tied to operating performance
and return on operating assets based on an operating plan approved by the Board
of Directors. Future payments will vary based on the Company's performance
relative to plan objectives.





                                      -9-

<PAGE>   10



RESULTS OF OPERATIONS

The following table sets forth statement of income data as a percentage of
revenues for the periods indicated.


<TABLE>
<CAPTION>
                                                 Quarter Ended            Six Months Ended
                                                  December 31,              December 31,
                                              ------------------         ------------------
                                               1997         1996          1997         1996
                                              -----        -----         -----        ----- 
<S>                                          <C>          <C>           <C>          <C>   
Revenues                                      100.0%       100.0%        100.0%       100.0%

Cost of sales                                  83.0         83.1          83.0         83.2
                                              -----        -----         -----        ----- 

Gross margin                                   17.0         16.9          17.0         16.8

Marketing, general and administrative           8.4          9.0           8.5          8.7
                                              -----        -----         -----        ----- 

Operating income                                8.6          7.9           8.5          8.1

Other income (expense), net                     0.2         (0.2)          0.2         (0.5)
                                              -----        -----         -----        ----- 

Income before income taxes                      8.8          7.7           8.7          7.6

Income tax provision                            3.0          2.7           3.0          2.6
                                              -----        -----         -----        ----- 

Net income                                      5.8%         5.0%          5.7%         4.9%
                                              =====        =====         =====        ===== 
</TABLE>



           Revenues

           The following table sets forth revenues with the corresponding
percentage of total revenues and the percentage increase for the periods
indicated.

<TABLE>
<CAPTION>
                                  Quarter Ended December 31,                            Six Months Ended December 31,
                   --------------------------------------------------       ---------------------------------------------------- 
                           1997                  1996                                1997                 1996
                   ---------------------  --------------------              -------------------- --------------------
                              % of Total            % of Total                        % of Total           % of Total
                   Revenues    Revenues   Revenues   Revenues  % Increase    Revenues  Revenues  Revenues    Revenues % Increase
                   --------    --------   --------   --------  ----------    --------  --------  --------    --------  ---------
                                                         (dollars in thousands)
<S>                <C>          <C>       <C>         <C>       <C>         <C>        <C>       <C>         <C>       <C>  
Manufacturing      $ 9,651        59.4%   $ 7,289      60.7%     32.4%      $20,014      62.0%   $14,013       63.5%    42.8%
Engineering          6,608        40.6      4,721      39.3      40.0%       12,275      38.0      8,073       36.5     52.1%
                   -------       -----    -------     -----                 -------     -----    -------      ----- 
   Total Revenues  $16,259       100.0%   $12,010     100.0%     35.4%      $32,289     100.0%   $22,086      100.0%    46.2%
                   =======       =====    =======     =====                 =======     =====    =======      ===== 
</TABLE>


           Manufacturing revenues increased by approximately $2.4 million in the
second quarter of fiscal year 1998 from the second quarter of fiscal year 1997
and by approximately $6.0 million in the first six months of fiscal year 1998
from the first six months of fiscal year 1997. The increase in manufacturing
revenues in the second quarter of fiscal year 1998 was due primarily to new
medical instruments and increased revenues from existing medical instruments
adding approximately $3.3 million in revenues and increased revenues from the
manufacture of the Coinstar coin-counting machine adding approximately $548,000
in nonmedical manufacturing revenues. The increase in manufacturing revenues in
the first six months of fiscal year 1998 was due primarily to new medical
instruments and increased revenues from existing medical instruments adding
approximately $7.8 million in revenues and increased revenues from the
manufacture of the Coinstar coin-counting machine adding approximately $1.1
million in nonmedical manufacturing revenues. Increases in manufacturing
revenues were offset by decreased volume of certain existing instruments and the
phase-out of others, including the phase-out of the Company's last remaining
proprietary instrument during the fourth quarter of fiscal year 1997.




                                      -10-


<PAGE>   11

           Sales to Coinstar in the second quarter of fiscal year 1998
represented approximately 28% of manufacturing revenues and approximately 20% of
total revenues (30% and 21%, respectively, in the second quarter of fiscal year
1997) and in the first six months of fiscal year 1998 represented approximately
28% of manufacturing revenues and approximately 20% of total revenues (32% and
22%, respectively, in the first six months of fiscal year 1997). Management
expects that sales to Coinstar will tend to decrease as a percentage of
manufacturing revenues in the future, but the percentage may fluctuate from
quarter to quarter.

           Significant manufacturing revenues were generated by 19 medical
instruments in the first six months of fiscal year 1998 compared to 13 medical
instruments in the first six months of fiscal year 1997. The only nonmedical
commercial product that generated significant manufacturing revenues during the
first six months of fiscal years 1998 and 1997 was the Coinstar coin-counting
machine.

           Engineering revenues increased by approximately $1.9 million in the
second quarter of fiscal year 1998 from the second quarter of fiscal year 1997
and approximately $4.2 million in the first six months of fiscal year 1998 from
the first six months of fiscal year 1997. The increase in engineering revenues
in the second quarter of fiscal year 1998 was due primarily to new projects and
to increased time and, to a lesser extent, hourly rates being billed on 
existing projects adding approximately $3.8 million in revenues. The increase 
in engineering revenues in the first six months of fiscal year 1998 was due 
primarily to new projects and to increased time and hourly rates being billed 
on existing projects adding approximately $6.8 million in revenues. Increases 
in engineering revenues were offset by the transition of certain projects from 
engineering to manufacturing and other projects being delayed or cancelled.

           As of the respective ends of the second quarters of fiscal years 1998
and 1997, SeaMED had in its engineering project pipeline 21 and 16 new medical
instruments or systems, and 10 and seven projects that enhance or are intended
to extend the life cycle of existing medical instruments or systems. The 31 
medical projects in the pipeline as of the end of the second quarter of fiscal 
year 1998 were being performed for 25 different customers (23 medical projects 
for 21 different customers as of the end of the second quarter of fiscal year 
1997). Although management believes that the 31 medical projects in the 
pipeline have a good chance of some day resulting in manufacturing contracts 
from which SeaMED will derive substantial manufacturing revenues, the volume 
and timing of future manufacturing revenues that relate to any specific 
engineering project are highly variable, and certain engineering projects in 
the pipeline may not lead to future manufacturing revenues.

           As of the end of the second quarters of each of fiscal years 1998 and
1997, SeaMED had in its engineering project pipeline one nonmedical commercial
product.

           Price adjustments under existing manufacturing contracts have not
been significant. Increases in revenues have not been significantly influenced
by inflation.







                                      -11-
<PAGE>   12

           Gross Margin

           The following table sets forth gross margin, both in dollar amounts
and as a percentage of the corresponding revenue figure for the periods
indicated.


<TABLE>
<CAPTION>
                                       Quarter Ended December 31,                       Six Months Ended December 31,
                          --------------------------------------------------   ------------------------------------------------
                                    1997                       1996                     1997                      1996
                          --------------------------------------------------   ------------------------------------------------
                            Gross        Gross        Gross        Gross         Gross      Gross         Gross       Gross
                          Margin ($)   Margin (%)   Margin ($)  Margin (%)     Margin ($)  Margin (%)    Margin ($)  Margin (%)
                          ----------   ----------   ----------  ----------    ----------  ----------    ----------  ----------
                                                                    (dollars in thousands)
<S>                        <C>          <C>        <C>          <C>        <C>            <C>       <C>            <C>  
Manufacturing               $1,854       19.2%      $1,484        20.4%        $3,839       19.2%        $2,769         19.8%
Engineering                    916       13.9%         543        11.5%         1,663       13.5%           943         11.7%
                            ------                  ------                     ------                    ------              
   Total gross margin       $2,770       17.0%      $2,027        16.9%        $5,502       17.0%        $3,712         16.8%
                            ======                  ======                     ======                    ======              
</TABLE>

           Manufacturing gross margin decreased to 19.2% of manufacturing
revenues in the second quarter of fiscal year 1998 from 20.4% in the second
quarter of fiscal year 1997. Preproduction revenues, which generally produce
lower gross margins, increased as a percent of sales and offset gross margin
improvements achieved by spreading facilities and certain other manufacturing
overhead costs over a higher revenue base. The decrease in the manufacturing
gross margin percentage to 19.2% in the first six months of fiscal year 1998
from 19.8% in the first six months of fiscal year 1997 was primarily
attributable to the same factors. Engineering gross margin increased to 13.9% of
engineering revenues in the second quarter of fiscal year 1998 from 11.5% in the
second quarter of fiscal year 1997. This increase was attributable primarily to
spreading certain fixed engineering costs over a higher revenue base and 
high utilization of engineers, and, to a lesser extent, to increased hourly 
rates for engineering services. The increase in the engineering gross margin 
percentage to 13.5% in the first six months of fiscal year 1998 from 11.7% in 
the first six months of fiscal year 1997 was primarily attributable to the 
same factors. Management expects engineering gross margin as a percentage of 
revenues to fluctuate from quarter to quarter, but to average approximately 
11% over time.

           Marketing, General and Administrative Expenses

           Marketing, general and administrative expenses increased to $1.4
million in the second quarter of fiscal year 1998 from $1.1 million in the
second quarter of fiscal year 1997, but as a percentage of revenues decreased to
8.4% from 9.0% for the respective quarters. In the first six months of fiscal
year 1998, marketing, general and administrative expenses increased to $2.8
million from $1.9 million in the first six months of fiscal year 1997, but as a
percentage of revenues decreased to 8.5% from 8.7%. The dollar increases were
due primarily to costs associated with disseminating information to shareholders
and the public, increased headcount and management information systems costs
associated with the Company's growth. Marketing, general and administrative
expenses before bonus represented 6.5% of revenues in the second quarters 
of each of fiscal years 1998 and 1997, and 6.7% and 6.4% of revenues in the 
first six months of fiscal years 1998 and 1997, respectively.

           Operating Income

           Operating income increased 46.8% to $1.4 million (8.6% of revenues)
in the second quarter of fiscal year 1998 from $952,000 (7.9% of revenues) in 
the second quarter of fiscal year







                                      -12-
<PAGE>   13

1997 and increased 53.8% to $2.8 million (8.5% of revenues) in the first 
six months of fiscal year 1998 from $1.8 million (8.1% of revenues) in the 
first six months of fiscal year 1997, due primarily to an increase in sales 
volume and improved gross margins in engineering.

LIQUIDITY AND CAPITAL RESOURCES

           SeaMED has historically financed its operations through earnings,
debt and sales of securities. In the first six months of fiscal year 1998
SeaMED's operating activities resulted in net uses of cash of $981,000, despite
earnings of $1.9 million, because SeaMED's growth continues to require 
substantial infusions of working capital, primarily to support increases in 
accounts receivable and inventories.

           As part of its strategy to finance its growth, on November 19, 1996,
SeaMED completed its initial public offering of securities, selling 1,529,720
shares of common stock at $11 per share, resulting in net proceeds to the
Company of approximately $14.8 million. Of the net proceeds, the Company used
approximately $1.8 million to pay a cumulative preferred dividend on its
convertible redeemable preferred stock, approximately $1.8 million to pay down a
line of credit with a bank to zero and approximately $1.3 million to pay off in
full three notes payable to the bank.

           SeaMED has used a portion of the remaining net proceeds to continue
funding working capital needs resulting from its growth and for general
corporate purposes, including leasehold improvements and purchases of equipment.
If the opportunity arises the Company may use a portion of the net proceeds to
acquire other manufacturing or engineering businesses or assets that complement
the Company's existing business. The Company currently is not engaged in any
discussions regarding such acquisitions and has no plans, arrangements,
understandings or agreements regarding any specific acquisition.

           The Company has a line of credit arrangement (the "working capital
facility") with Keybank National Association (the "Bank"), under which the
Company can borrow against 85% of eligible accounts receivable and 50% of
eligible inventory, up to a maximum of $10.0 million ($20.0 million after July
1998). Borrowings under the working capital facility will bear interest at
either the Bank's prime rate minus .25% or LIBOR plus 1.2%. At January 31, there
were no borrowings under the working capital facility. In addition the Bank has
committed to allow SeaMED, in SeaMED's discretion, to draw on an equipment
acquisition line of credit (the "equipment facility") with the Bank, under which
the Company can borrow up to $5.0 million. Borrowings under the equipment
facility will bear interest at LIBOR plus 1.4% and will be secured by the
equipment purchased using the equipment facility. At January 31, there were no
borrowings under the equipment facility.

           SeaMED also has a term note payable to the Bank, entered into on July
31, 1997 and disbursed by the Bank on September 4, 1997. Borrowings under this
note bear interest at LIBOR plus 1.4%, 7.1% at January 31, 1998, and will adjust
as the LIBOR rate changes. The note is due




                                      -13-
<PAGE>   14

in monthly payments of $18,055 through December 2000. At January 31, the balance
outstanding on this note was approximately $567,000.

           SeaMED believes that the net proceeds remaining from its initial
public offering, together with existing capital resources and amounts available
under its new working capital and equipment facilities, will satisfy the
Company's anticipated capital needs for the next 18 to 36 months (depending
primarily on SeaMED's growth rate and its results of operations). To accommodate
anticipated future growth, SeaMED will need additional sources of capital to
fund working capital needs for inventory and accounts receivable, to lease and
acquire furniture and equipment for additional plant facilities, to fund
leasehold improvements and to make other capital expenditures.

           SeaMED's current facilities contain approximately 148,000 square feet
of space. Due in large part to furnishing 60,000 square feet of space added in
May 1997 and reconfiguring space in its headquarters, SeaMED's capital
expenditures increased to approximately $1.6 million in the first six months of
fiscal year 1998 from $635,000 in the first six months of fiscal year 1997.
Management anticipates that total capital expenditures in fiscal year 1998 will
be about the same as the $2.8 million of capital expenditures in fiscal year
1997. In July 1997 SeaMED entered into a commitment to lease an additional
81,000 square feet of space in stages beginning in January 1999. SeaMED now
anticipates occupying the first 40,000 square feet under this commitment during
the summer of 1998 and the remaining space by summer 1999.








                                      -14-


<PAGE>   15

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

                           PART II - OTHER INFORMATION

ITEM 2(D). USE OF OFFERING PROCEEDS. From November 18, 1996, the effective date
of the Securities Act registration statement for the Company's initial public
offering of common stock, through January 1, 1998, the Company has used the net
offering proceeds as follows:


<TABLE>
<CAPTION>
Use of Net Offering Proceeds                                                            Amount
-------------------------------------------------------------------------------  ---------------------
                                                                                 (dollars in thousands)
<S>                                                                               <C>    
     Construction of plant, building and facilities                                    $   603


     Purchase and installation of machinery and equipment                                3,310

     Repayment of indebtedness (including a cumulative preferred stock dividend)         4,892

     Working capital                                                                     2,013

     Temporary investments                                                               4,005
                                                                                     ---------
                                                                                       $14,823
                                                                                     =========
</TABLE>


The uses of net offering proceeds set forth above are management's reasonable
estimates, and they assume the reinvestment of cash from operating activities
into the Company's net working capital. Temporary investments are United States
government obligations with a term of less than one year.

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

        The Company held its annual meeting of shareholders on October 30, 1997.
The following matters were voted upon at the meeting:

        Proposal 1: The following directors were elected:

<TABLE>
<CAPTION>
                                                                 Votes
                                                      --------------------------
                                                         For            Withheld
                                                      ---------       ----------
<S>                                                   <C>               <C>
Class I Directors (one-year term):
       Richard E. Engebrecht                          4,809,343           19,123
       Edgar F. Rampy                                 4,809,503           18,963

Class II Directors (two-year term):
       William H. Gates, Sr.                          4,809,544           18,922
       Richard O. Martin, Ph.D                        4,809,032           19,434

Class III Directors (three-year term):
       R. Scott Asen                                  4,809,343           19,123
       W. Robert Berg                                 4,809,402           19,064
       Stephen J. Clearman                            4,809,503           18,963
</TABLE>

The board is comprised of the seven directors elected at the annual meeting.

                                      -15-


<PAGE>   16
        Proposal 2: The amendment and restatement of the Company's Articles of
Incorporation to provide for a board of directors with staggered terms of three
years was approved, with 2,843,086 votes for (53.9% of outstanding shares),
577,174 votes against, 17,692 abstentions, 1,390,514 broker nonvotes and 446,307
other unvoted shares. Proposal 2 was the only matter submitted to the
shareholders requiring approval by a majority of the Company's outstanding
shares.

        Proposal 3: The amendment of the 1995 SeaMED Corporation Employee Stock
Option and Incentive Plan to increase the number of available shares by 300,000
from 200,000 to 500,000 was approved, with 2,957,595 votes for, 458,714 votes
against, 19,293 abstentions and 1,392,684 broker nonvotes.

        Proposal 4: The amendment of the SeaMED Corporation 1996 Employee Stock
Purchase Plan to increase the number of available shares by 100,000 from 70,000
to 170,000 was approved, with 3,445,863 votes for, 21,432 votes against, 17,802
abstentions and 1,343,369 broker nonvotes.

        Proposal 5: The appointment of Ernst & Young as the independent auditors
of the Company for fiscal year 1998 was approved, with 4,809,742 votes for,
1,006 votes against and 17,718 abstentions.

ITEM 6(A). EXHIBITS.

Exhibit 3.1+           Amended and Restated Articles of Incorporation of the
                       Registrant
Exhibit 3.2++          Bylaws of the Registrant
Exhibit 10.1           1995 SeaMED Corporation Stock Option and Incentive Plan,
                       as amended and approved by the Company's shareholders on
                       October 30, 1997
Exhibit 10.2           SeaMED Corporation 1996 Employee Stock Purchase Plan,
                       as amended and approved by the Company's shareholders on
                       October 30, 1997
Exhibit 11.1           Statement regarding computation of net income per share
Exhibit 27.1           Financial Data Schedule


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

+          Filed previously with the Company's quarterly report on Form 10-Q for
           the quarter ended October 2, 1997, filed with the Securities and
           Exchange Commission.

++         Filed previously with the Company's Registration Statement on Form
           S-1 (No. 333-13455) filed with the Securities and Exchange
           Commission.














                                      -16-

<PAGE>   17


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

                                   SIGNATURES

           The unaudited interim financial statements furnished by management
reflect all adjustments which are, in the opinion of management, necessary for a
fair presentation of financial position and results of operation.

           Pursuant to the requirements of the Securities Exchange Act of 1934, 
the Registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.


By /s/ W. ROBERT BERG                     2/17/98
  ------------------------------------    ------------------------------------
            W. Robert Berg                Date
     Principal Executive Officer


By /s/ EDGAR F. RAMPY                     2/17/98
  ------------------------------------    ------------------------------------
            Edgar F. Rampy                Date
     Principal Financial Officer





                                        -17-
<PAGE>   18

                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit
Number                                                Description                                  Page
------                                                -----------                                  ----

<S>                 <C>                                                                             <C>    
Exhibit 3.1+        Amended and Restated Articles of Incorporation of the Registrant..................
Exhibit 3.2++       Bylaws of the Registrant..........................................................
Exhibit 10.1        1995 SeaMED Corporation Stock Option and Incentive Plan, as amended
                    and approved by the Company's shareholders on October 30, 1997....................
Exhibit 10.2        SeaMED Corporation 1996 Employee Stock Purchase Plan, as amended
                    and approved by the Company's shareholders on October 30, 1997....................
Exhibit 11.1        Statement regarding computation of net income per share...........................
Exhibit 27.1        Financial Data Schedule...........................................................
</TABLE>


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

+          Filed previously with the Company's quarterly report on Form 10-Q for
           the quarter ended October 2, 1997, filed with the Securities and
           Exchange Commission.

++         Filed previously with the Company's Registration Statement on Form
           S-1 (No. 333-13455) filed with the Securities and Exchange
           Commission.