<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q
(Mark One)
[X]  Quarterly report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

For the quarterly period ended June 30, 1999 or

[ ]  Transition report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

For the transition period from ______________ to ______________

Commission file number     0-18090

                                CAERE CORPORATION
             (Exact name of registrant as specified in its charter)

        DELAWARE                                    94-2250509
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                   Identification No.)

                 100 COOPER COURT, LOS GATOS, CALIFORNIA, 95032
                    (Address of principal executive offices)

                                 (408) 395-7000
              (Registrant's telephone number, including area code)
     ----------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

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 [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of
common stock.
<TABLE>
<CAPTION>
                                                       Outstanding as of
           Class                                         June 30, 1999
           -----                                       -----------------
<S>                                                    <C>
           Common Stock
           $.001 par value                                12,131,948
</TABLE>

                           This is page 1 of 24 pages


<PAGE>   2
                                CAERE CORPORATION
                                      INDEX

                          PART I. FINANCIAL INFORMATION
<TABLE>
<CAPTION>

                                                                                                   Page
                                                                                                   ----
<S>     <C>                                                                                        <C>
ITEM 1.    Financial Statements

           Condensed Consolidated Balance Sheets - June 30, 1999
               and December 31, 1998                                                                 3

           Condensed Consolidated Statements of Operations - Three Months
               and Six Months Ended June 30, 1999 and 1998                                           4

           Condensed Consolidated Statements of Cash Flows - Six Months
               Ended June 30, 1999 and 1998                                                          5

           Notes to Condensed Consolidated Financial Statements                                    6-8

ITEM 2.    Management's Discussion and Analysis of Financial
               Condition and Results of Operations                                                9-21

ITEM 3.    Quantitative and Qualitative Disclosures about Market Risk                               22


                                               PART II. OTHER INFORMATION

ITEM 4.    Submission of Matters to a Vote of Securities Holders                                    23

ITEM 6.    Exhibits and Reports on Form 8-K                                                         24

SIGNATURES                                                                                          24

</TABLE>



                                       2
<PAGE>   3

                          PART I. FINANCIAL INFORMATION

                          ITEM 1. FINANCIAL STATEMENTS

                                CAERE CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                        (IN THOUSANDS, EXCEPT SHARE DATA)
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                             June 30,     December 31,
                                                                                              1999           1998
                                                                                             -------      ---------
<S>                                                                                          <C>            <C>
                                                                ASSETS
Cash and cash equivalents                                                                    $29,759        $15,753
Short-term investments                                                                        21,063         28,584
Receivables, net                                                                               7,748          7,336
Inventories (Note B)                                                                           1,586          1,953
Deferred income taxes                                                                          2,953          2,953
Other current assets                                                                           1,019            422
                                                                                             -------        -------
         Total current assets                                                                 64,128         57,001

Property and equipment, net                                                                    3,045          3,640
Other assets                                                                                   2,471          3,243
                                                                                             -------        -------

         Total assets                                                                        $69,644        $63,884
                                                                                             =======        =======

                                                 LIABILITIES AND STOCKHOLDERS' EQUITY

Accrued expenses and other payables                                                          $ 8,721        $ 7,711

Stockholders' equity:
Preferred stock, $.001 par value:  authorized 2,000,000
  shares; none issued or outstanding                                                              --             --
Common stock, $.001 par value:  authorized 30,000,000
  shares; issued and outstanding 12,131,948 and 12,072,028
  shares                                                                                          12             12
Additional paid-in capital                                                                    42,002         42,409
Retained earnings                                                                             18,909         13,752
                                                                                             -------        -------

         Total stockholders' equity                                                           60,923         56,173
                                                                                             -------        -------

         Total liabilities and stockholders' equity                                          $69,644        $63,884
                                                                                             =======        =======


The accompanying notes are an integral part of the condensed consolidated financial statements.
</TABLE>


                                       3
<PAGE>   4

                                CAERE CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                         Three Months Ended    Six Months Ended
                                                               June 30,            June 30,
                                                              --------             --------
                                                         1999       1998       1999       1998
                                                        -------    -------    -------    -------
<S>                                                     <C>        <C>        <C>        <C>
Net revenues                                            $17,022    $16,168    $34,758    $31,827

Cost of revenues                                          3,297      3,883      6,757      7,310
                                                        -------    -------    -------    -------
                                                         13,725     12,285     28,001     24,517
                                                        -------    -------    -------    -------
Operating expenses:
  Research and development                                3,229      2,986      6,693      5,933
  Selling, general and administrative                     7,507      6,855     15,118     13,913
                                                        -------    -------    -------    -------

                                                         10,736      9,841     21,811     19,846
                                                        -------    -------    -------    -------

  Operating earnings                                      2,989      2,444      6,190      4,671

Interest and other income                                   600        743      1,176      1,330
                                                        -------    -------    -------    -------

  Earnings before income taxes                            3,589      3,187      7,366      6,001

Income tax expense                                        1,076        794      2,209      1,363
                                                        -------    -------    -------    -------

  Net earnings                                          $ 2,513    $ 2,393    $ 5,157    $ 4,638
                                                        =======    =======    =======    =======

Basic earnings per share                                $  0.21    $  0.19    $  0.43    $  0.36
                                                        =======    =======    =======    =======
Diluted earnings per share                              $  0.20    $  0.18    $  0.41    $  0.34
                                                        =======    =======    =======    =======

Weighted average shares used in basic earnings per
share calculation                                        12,084     12,817     12,101     12,940
                                                        =======    =======    =======    =======
Weighted average shares used in diluted earnings per
share calculation                                        12,463     13,531     12,561     13,670
                                                        =======    =======    =======    =======


The accompanying notes are an integral part of the condensed consolidated financial statements.

</TABLE>

                                       4
<PAGE>   5

                                CAERE CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                  (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                       Six Months Ended
                                                                                           June 30,
                                                                                      1999         1998
                                                                                    --------     --------
<S>                                                                                 <C>          <C>
Cash flows from operating activities:
  Net earnings                                                                      $  5,157     $  4,638
  Adjustments  to  reconcile  net  earnings to net cash  provided  by  operating
  activities:
    Depreciation and amortization                                                      1,398        1,439
    Amortization of capitalized software development costs                               401          318
    Other                                                                                (97)          30
    Changes in operating assets and liabilities:
         Receivables, net                                                               (412)        (305)
         Inventories                                                                     367           34
         Other current assets                                                           (597)         164
         Accrued expenses and other payables                                           1,010          822
                                                                                    --------     --------
         Net cash provided by operating activities                                     7,227        7,140
                                                                                    --------     --------
Cash flows from investing activities:
    Short-term investments, net                                                        7,521      (10,564)
    Capital expenditures                                                                (735)        (697)
    Capitalized software development costs                                              (130)        (150)
    Other assets                                                                         433         (866)
                                                                                    --------     --------
         Net cash provided by (used for) investing activities                          7,089      (12,277)
                                                                                    --------     --------
Cash flows from financing activities:
  Proceeds from issuance of common stock                                               1,714        1,545
  Repurchase of stock                                                                 (2,024)     (10,402)
                                                                                    --------     --------
         Net cash used for financing activities                                         (310)      (8,857)
                                                                                    --------     --------
Net increase (decrease)  in cash and cash equivalents                                 14,006      (13,994)

Cash and cash equivalents at beginning of period                                      15,753       16,417
                                                                                    --------     --------
Cash and cash equivalents at end of period                                          $ 29,759     $  2,423
                                                                                    ========     ========
Supplemental disclosures:
  Cash paid for income taxes                                                        $  2,722     $  2,091
                                                                                    ========     ========


The accompanying notes are an integral part of the condensed consolidated financial statements.
</TABLE>



                                       5
<PAGE>   6

                                CAERE CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

A)        Basis of Presentation

          The accompanying unaudited condensed consolidated balance sheets,
          statements of operations, and statements of cash flows reflect all
          adjustments (consisting of only normal recurring adjustments) which
          are, in the opinion of management, necessary to present the financial
          position of the Company as of June 30, 1999, and its results of
          operations and cash flows for the periods indicated.

          The accompanying unaudited condensed consolidated financial statements
          have been prepared in accordance with the instructions for Form 10-Q,
          and, therefore, certain information and footnote disclosures normally
          contained in financial statements prepared in accordance with
          generally accepted accounting principles have been condensed or
          omitted. The Company filed audited financial statements with the
          Securities and Exchange Commission which included all information and
          footnotes necessary for a complete presentation of the Company's
          financial position, results of operations and cash flows for the years
          ended December 31, 1998, 1997 and 1996, in its report on Form 10-K,
          for the year ended December 31, 1998 (the "Form 10-K"). These
          condensed consolidated financial statements should be read in
          conjunction with the financial statements contained in the Company's
          Form 10-K. The results of operations for the interim period ended June
          30, 1999 are not necessarily indicative of the results to be expected
          for the full year.


B)        Inventories

<TABLE>
<CAPTION>
                                                             June 30,            December 31,
                                                               1999                   1998
                                                             ---------            ------------
                                                                      (In thousands)
<S>                                                           <C>                   <C>
           A summary of inventories follows:

                Raw materials                                 $  684                $  690
                Work in process                                  131                   406
                Finished goods                                   771                   857
                                                              ------                ------
                                                              $1,586                $1,953
                                                              ======                ======
</TABLE>




                                       6
<PAGE>   7

C)        Earnings Per Share

          Basic earnings per share is computed using the weighted-average number
          of common shares outstanding for the period. Diluted earnings per
          share is based on the weighted-average number of common shares
          outstanding for the period plus dilutive common equivalent shares,
          including stock options using the treasury stock method. Amounts shown
          below are in thousands, except per share amounts.
<TABLE>
<CAPTION>
                                         Three Months Ended    Six Months Ended
                                                June 30,            June 30,
                                               --------             --------
                                          1999        1998       1999       1998
                                         -------    -------    -------    -------
<S>                                      <C>        <C>        <C>        <C>
Net earnings                             $ 2,513    $ 2,393    $ 5,157    $ 4,638
                                         =======    =======    =======    =======

Shares used to compute basic earnings
   per share (weighted average common
   shares outstanding)                    12,084     12,817     12,101     12,940

Dilutive common equivalent shares -
   stock options                             379        714        460        730
                                         -------    -------    -------    -------

Shares used to compute diluted
   earnings per share                     12,463     13,531     12,561     13,670
                                         =======    =======    =======    =======

Basic earnings per share                 $  0.21    $  0.19    $  0.43    $  0.36
                                         =======    =======    =======    =======

Diluted earnings per share               $  0.20    $  0.18    $  0.41    $  0.34
                                         =======    =======    =======    =======
</TABLE>


D)        Comprehensive Income

          The Company has no significant components of other comprehensive
          income and, as a result, comprehensive income is substantially the
          same as net earnings for all periods presented.

E)        Segment Reporting

          The Company has adopted the provisions of SFAS No. 131, "Disclosure
          About Segments of an Enterprise and Related Information." SFAS No. 131
          establishes standards for the reporting by public business enterprises
          of information about operating segments, products and services,
          geographic areas, and major customers. The method for determining what
          information to report is based on the way management organizes the
          operating segments within the Company for making operating decisions
          and assessing financial performance.

                                       7
<PAGE>   8

          The Company's chief operating decision maker is considered to be the
          Company's Chief Executive Officer ("CEO"). The CEO reviews financial
          information presented on a consolidated basis accompanied by
          disaggregated information about revenues by product type and certain
          information about geographic regions for purposes of making operating
          decisions and assessing financial performance. The consolidated
          financial information is identical to the information presented in the
          accompanying condensed consolidated statements of operations.
          Therefore, the Company operates in a single operating segment:
          information recognition software and products.

          Net revenue information regarding product type is as follows (in
          thousands):
<TABLE>
<CAPTION>

                                   Three Months Ended     Six Months Ended
                                        June 30,             June 30,
                                   ------------------   --------------------
                                     1999      1998       1999       1998
                                   -------    -------    -------    --------
<S>                                <C>        <C>        <C>        <C>
              Software products    $15,182    $13,618    $31,350    $27,361
              Hardware products      1,840      2,550      3,408      4,466
                                   -------    -------    -------    --------
              Consolidated         $17,022    $16,168    $34,758    $31,827
                                   =======    =======    =======    =======
</TABLE>

          Revenue and asset information regarding operations in the different
          geographic regions is as follows (in thousands):
<TABLE>
<CAPTION>
                                                     Americas     Europe    Other   Consolidated
                                                     --------     ------    -----   ------------
<S>                                                   <C>         <C>       <C>     <C>
        Revenues for the three months ended June 30:
           1999                                       $12,239     $4,330     $453        $17,022
           1998                                        10,642      5,030      496         16,168

        Revenues for the six months ended June 30:
           1999                                       $23,900     $9,879     $979        $34,758
           1998                                        21,347      9,464    1,016         31,827

        Identifiable assets at June 30:
           1999                                       $67,668     $1,976      $--        $69,644
           1998                                        62,144      1,789       --         63,933
</TABLE>

          One distributor accounted for approximately 29% and 21% of net
          revenues for the second quarter of 1999 and 1998, respectively, and
          26% and 24% of net revenues for the first six months of 1999 and 1998,
          respectively. A second customer accounted for approximately 11% and
          12% of net revenues for the second quarter of 1999 and 1998,
          respectively, and 11% and 12% of net revenues for the first six months
          of 1999 and 1998, respectively.

                                       8
<PAGE>   9

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

OVERVIEW

The statements contained in Management's Discussion and Analysis of Financial
Condition and Results of Operations, and elsewhere in this Form 10-Q, include
"forward looking" statements and are subject to risks and uncertainties. These
statements discuss, among other things, expected growth, future revenues, and
future performance. The actual future results of Caere Corporation ("Caere" or
the "Company") could differ materially from anticipated results described in
these forward looking statements. Some factors that could cause future actual
results to differ materially from the Company's recent results or those
described in the forward looking statements include those listed below in the
sections entitled "Net Revenues," "Gross Margin," "Financial Condition,"
"Certain Trends, Issues, and Uncertainties," "Risk Factors," and other
statements set forth below, as well as in the section entitled "Risk Factors" in
the Company's report on Form 10-K for its fiscal year ended December 31, 1998.
Readers should carefully review the risks described in this and other documents
that the Company files with the Securities and Exchange Commission, including
the Company's annual report on Form 10-K and quarterly reports on Form 10-Q. The
Company assumes no obligation to publicly release any updates or revisions to
the forward looking statements or reflect events or circumstances after the date
of this document.

RESULTS OF OPERATIONS

The following table presents, for the periods indicated, the percentage
relationship certain items in the Condensed Consolidated Statements of
Operations bear to net revenues:
<TABLE>
<CAPTION>
                                                   THREE MONTHS ENDED              SIX MONTHS ENDED
                                                        JUNE 30,                       JUNE 30,
                                                   -------------------             -------------------
                                                     1999         1998              1999         1998
                                                     ----         ----              ----         ----
<S>                                                   <C>          <C>               <C>          <C>
         Net revenues                                 100%         100%              100%         100%
         Cost of revenues                              19           24                19           23
                                                     ----         ----              ----         ----

            Gross margin                               81           76                81           77
                                                     ----         ----              ----         ----

         Research and development                      19           19                19           18
         Selling, general and administrative           44           42                44           44
                                                     ----         ----              ----         ----

            Operating expenses                         63           61                63           62
                                                     ----         ----              ----         ----

         Operating earnings                            18           15                18           15

         Interest income, net                           3            5                 3            4
                                                     ------       ------            ------       ----

         Earnings before income taxes                  21           20                21           19

         Income tax expense                             6            5                 6            4
                                                    -----         ----              ----         ----

         Net earnings                                  15%          15%               15%          15%
                                                     ====          ===               ===          ===
</TABLE>


                                       9
<PAGE>   10


NET REVENUES

The following chart summarizes net revenues, cost of revenues, and gross margins
for the Company's products categorized between software and hardware. Software
product revenues are primarily derived from sales of OmniPage, OmniForm,
PageKeeper, and Recognita Plus products. Hardware products consist of
transaction processing, optical character recognition ("OCR") products and bar
code products. Dollar amounts shown are in thousands.

BUSINESS LINE ANALYSIS
<TABLE>
<CAPTION>

                                               THREE MONTHS ENDED JUNE 30,
                      ------------------------------------------------------------------------------
                                      1999                                          1998
                      ----------------------------------        ------------------------------------
                      SOFTWARE      HARDWARE                    SOFTWARE      HARDWARE
                      PRODUCTS      PRODUCTS     COMBINED       PRODUCTS      PRODUCTS      COMBINED
                      -------       -------       -------       -------       -------       -------
<S>                   <C>           <C>           <C>           <C>           <C>           <C>
NET REVENUES          $15,182       $ 1,840       $17,022       $13,618       $ 2,550       $16,168
COST OF REVENUES        2,411           886         3,297         2,616         1,267         3,883
                      -------       -------       -------       -------       -------       -------
GROSS MARGIN          $12,771       $   954       $13,725       $11,002       $ 1,283       $12,285
                      =======       =======       =======       =======       =======       =======
GROSS MARGIN %           84.1%         51.8%         80.6%         80.8%         50.3%         76.0%
</TABLE>

<TABLE>
<CAPTION>

                                               SIX MONTHS ENDED JUNE 30,
                      ------------------------------------------------------------------------------
                                      1999                                          1998
                      ----------------------------------        ------------------------------------
                      SOFTWARE      HARDWARE                    SOFTWARE      HARDWARE
                      PRODUCTS      PRODUCTS     COMBINED       PRODUCTS      PRODUCTS      COMBINED
                      -------       -------       -------       -------       -------       -------
<S>                   <C>           <C>           <C>           <C>           <C>           <C>
NET REVENUES          $31,350       $ 3,408       $34,758       $27,361       $ 4,466       $31,827
COST OF REVENUES        4,995         1,762         6,757         5,046         2,264         7,310
                      -------       -------       -------       -------       -------       -------
GROSS MARGIN          $26,355       $ 1,646       $28,001       $22,315       $ 2,202       $24,517
                      =======       =======       =======       =======       =======       =======

GROSS MARGIN %           84.1%         48.3%         80.6%         81.6%         49.3%         77.0%
</TABLE>

Under Caere's "bundle and upgrade" strategy, very low priced, limited-featured
OCR and document management software products are bundled with products sold by
certain scanner manufacturer partners. When customers purchase scanners from
these manufacturers, they will be exposed to the utility and benefit of the
Company's OCR and document management technology. The objective of this strategy
is to capitalize on such exposure by getting a number of customers to "upgrade"
from the bundled limited edition version software to the Company's more
fully-featured products.

Net revenues from software products represented approximately 89% and 84% of
total net revenues for the second quarter of 1999 and 1998, respectively. Net
revenues from software products represented approximately 90% and 86% of total
net revenues for the first six months of 1999 and 1998, respectively. To the
extent the demand for the Company's software products continues to broaden, the
Company anticipates that net revenues from software products during the
remainder of 1999 will continue to comprise a similar significant portion of its
total net revenues. Over 90%

                                       10
<PAGE>   11

of all software revenues are derived from Windows-based products, and the
Company anticipates that this will continue in 1999.

Net revenues for software products were $15.2 million for the second quarter of
1999 compared to $13.6 million for the second quarter of 1998, representing an
increase of approximately 11%. Net revenues for software products were $31.4
million for the first six months of 1999 compared to $27.4 million for the first
six months of 1998, representing an increase of approximately 15%. These
increases were primarily attributable to increased unit sales of the OmniPage
family of products, including the OmniPage Pro Scanner Suite product that first
shipped in June 1999, and the OmniForm products.

Net revenues for hardware products were $1.8 million for the second quarter of
1999 compared to $2.6 million for the second quarter of 1998, representing a
decrease of approximately 28%. Net revenues for hardware products were $3.4
million for the first six months of 1999 compared to $4.5 million for the first
six months of 1998, representing a decrease of approximately 24%. This decrease
was primarily the result of a decrease in the unit sales of transaction
processing OCR hardware products in both the second quarter of 1999 and the
first six months of 1999 compared to the same periods of 1998. Historically,
there have been fluctuations in sales patterns for the Company's hardware
products. In particular, the periodic award of large sales contracts, especially
for OCR products, tends to make shipments difficult to predict. As a result,
quarterly fluctuations in net revenues from hardware products are expected to
continue in the future.

International sales were $5.0 million and $5.7 million for the second quarter of
1999 and 1998 respectively. International sales represented approximately 29%
and 35% of total net revenues in the second quarter of 1999 and 1998,
respectively. The decrease in international sales in the second quarter of 1999
compared to the same period of 1998 was primarily attributable to weakness in
software sales in central Europe. International sales were $11.3 million and
$10.9 million for the first six months of 1999 and 1998, respectively.
International sales represented approximately 32% and 34% of total net revenues
in the first six months of 1999 and 1998, respectively. The absolute dollar
increase in international sales for the first six months of 1999 compared to the
same period of 1998 was primarily attributable to increased retail sales in
southern Europe and increased indirect channel sales throughout Europe. The
Company believes that continued growth in international sales will be important
for the Company's future success, and as a result, the Company intends to
continue to invest in expanding its operations internationally, particularly in
Europe. Sales growth in these markets, however, has been and will continue to be
impacted by certain factors beyond the control of the Company, such as variable
economic conditions, foreign currency exchange rates, slower adoption of OCR and
document management technologies, and government regulation.

GROSS MARGIN

Gross margin  represents  net revenues  less cost of revenues.  Cost of revenues
consists  primarily of manufacturing and production  expenses,  packaging costs,
royalties paid to third parties,  and  amortization and write-off of capitalized
software development costs.

                                       11
<PAGE>   12

Cost of revenue as a percentage of total net revenue was 19% and 24% for the
second quarter of 1999 and 1998, respectively. Cost of revenue as a percentage
of total net revenue was 19% and 23% for the first six months of 1999 and 1998,
respectively. Although cost of revenue as a percentage of total net revenue
decreased between the two three-month periods and the two six-month periods,
cost of revenue varies between periods based on both the channel mix and the
product mix within channels. As a result, quarterly fluctuations in cost of
revenue, in absolute dollars and as a percentage of total net revenues, are
expected to continue in the future.

Overall gross margins were 81% and 76% for the second quarter of 1999 and 1998,
respectively, and 81% and 77% for the first six months of 1999 and 1998,
respectively. This improvement was due primarily to product mix being more
heavily weighted toward software products, which generally have higher gross
margins than do hardware products, in both the second quarter of 1999 and the
first six months of 1999 compared to the same periods of 1998.

Gross margins for software products were 84% for the second quarter of 1999
compared to 81% for the second quarter of 1998. Gross margins for the software
products were 84% for the first six months of 1999 and 82% for the same period
of 1998. This improvement in gross margin percentages during both the second
quarter of 1999 and the first six months of 1999 compared to the same periods of
1998 was largely attributable to increasing production volumes and increased
royalty revenue.

Gross margins for hardware products were 52% for the second quarter of 1999
compared to 50% for the same period of 1998. Gross margins for hardware products
were 48% for the first six months of 1999 compared to 49% for the same period of
1998. The improved gross margin in the second quarter of 1999 compared to the
same period of 1998 was primarily attributable to a product mix with higher
product margins in the second quarter of 1999 compared to the same period of
1998. The decline in gross margins during the first six months of 1999 compared
to the same period of 1998 reflects the weakness of hardware product net
revenues in the first six months of 1999 compared to the first six months of
1998. Since a significant portion of hardware cost of revenues relates to fixed
manufacturing overhead costs, the gross margins for hardware will often decline
during periods of flat or negative revenue and unit shipment growth.

The primary factor affecting overall gross margins in the future is likely to be
shifts in product mix between fully-priced, non-upgrade software, bundled
software, and upgrade products, as well as overall shifts in product mix between
software and hardware products. In addition, the software market has been
subject to rapid changes, including significant price competition, which can be
expected to continue. Future technology or market changes may cause certain
products to rapidly become obsolete, necessitating increased inventory
write-offs or reserves and a corresponding decrease in gross margins.

OPERATING EXPENSES

RESEARCH AND DEVELOPMENT

Caere continues to invest heavily in the future by funding research and
development ("R&D"). R&D expenses were $3.2 million for the second quarter of
1999 compared to $3.0 million for the second quarter of 1998, representing an
increase of approximately 8%. R&D expenses were $6.7 million for the first six
months of 1999 compared to $5.9 million for the same period of 1998,

                                       12
<PAGE>   13

representing an increase of approximately 13%. This increase in absolute dollars
was primarily from development staff headcount growth, other employee related
costs and higher levels of third-party development costs in many areas,
particularly in software technologies.

The Company's sustained commitment to R&D over the last two years allowed the
Company to successfully launch multiple products in 1998, including OmniPage Pro
9.0, OmniPage Wizard, PageKeeper Standard, and an all-in-one Professional
Developers Kit. During the first six months of 1999 new products launched have
included OmniForm 4.0, OmniPage Web, OmniPage Pro Scanner Suite and PageKeeper
Pro. In some cases, R&D efforts for these products began well over a year before
their launch. The Company believes that significant R&D investments in 1999, and
beyond, will be necessary for the Company to effectively compete in the software
market.

SELLING, GENERAL AND ADMINISTRATIVE
Selling, general and administrative ("SG&A") expense was $7.5 million for the
second quarter of 1999 compared to $6.9 million for the second quarter of 1998,
representing an increase of approximately 10%. SG&A expense was $15.1 million
for the first six months of 1999 compared to $13.9 million for the same period
of 1998, representing an increase of approximately 9%. As a percentage of net
revenue, SG&A expense was 44% and 42% for the second quarter of 1999 and 1998,
respectively, and 44% for the first six months of both 1999 and 1998. The
increases in the absolute dollar amounts of SG&A expense between the two
three-month periods and the two six-month periods were due primarily to
expansion of product-specific marketing programs, distribution channels, and
information systems and business infrastructure to support overall increases in
the scope of the Company's operations. Caere expects that SG&A expense will
increase in absolute dollar terms during the remainder of 1999, as efforts to
expand sales and marketing activities continue both domestically and
internationally.

INTEREST INCOME AND INCOME TAXES
Net interest income was $0.6 million and $0.7 million for the second quarter of
1999 and 1998, respectively. Net interest income was $1.2 million and $1.3
million for the first six months of 1999 and 1998, respectively.

The effective income tax rate for both the second quarter of 1999 and the first
six months of 1999 was approximately 30%. The effective income tax rate for the
second quarter of 1998 was approximately 25% and the effective income tax rate
for the first six months of 1998 was approximately 23%. The effective income tax
rate continues to be lower than the U.S. federal statutory tax rate primarily
due to benefits derived from federal net operating loss carryforwards and the
Company's utilization of a foreign sales corporation. As of December 31, 1998,
the Company has federal net operating loss carryforwards of approximately $11.1
million, which are subject to an annual limitation of approximately $2.7
million.



                                       13
<PAGE>   14

CERTAIN TRENDS, ISSUES AND UNCERTAINTIES
The Company's future operating results may be affected by various uncertain
trends and factors that are beyond the Company's control. These include but are
not limited to adverse changes in general economic conditions, rising costs, or
the occasional unavailability of needed components. The industry is
characterized by rapid changes in the technologies affecting OCR, forms, and
desktop document management. The industry has also become increasingly
competitive, and, accordingly, the Company's results may additionally be
adversely affected by the actions of existing or future competitors, including
the development of new technologies, the introduction of new products, and the
reduction of prices by such competitors to gain or retain market share.

The Company's future earnings and stock price is subject to significant
volatility, particularly on a quarterly basis. The Company's revenues and
earnings are unpredictable due to the Company's shipment patterns. As is common
in the software industry, the Company's experience has been that a
disproportionately large percentage of shipments has occurred in the third month
of each fiscal quarter, and shipments tend to be concentrated in the latter half
of that month. Because the Company's backlog early in a quarter is not generally
large enough to assure that it will meet its revenue targets for any particular
quarter, quarterly results are difficult to predict until the end of the
quarter. A shortfall in shipments at the end of any particular quarter may cause
the results for that quarter to fall significantly short of anticipated levels.
Due to analysts' expectations of continued growth, any such shortfall in
earnings could have a very significant adverse effect on the trading price of
the Company's common stock in any given period.

As a result of the foregoing factors and other factors that may arise in the
future, the market price of the Company's common stock may be subject to
significant fluctuations over a short period of time. These fluctuations may be
due to factors specific to the Company, to changes in analysts' earnings
estimates, or to factors affecting the computer industry or the securities
markets in general.

YEAR 2000 ISSUES
Like many other companies, the Year 2000 computer issues create certain risks
for the Company. If the Company's internal management information systems or
products sold to customers do not correctly recognize and process date
information beyond the year 1999, there could be an adverse impact on the
Company's operations. Based on currently available information, the Company does
not believe that the Year 2000 issues related to internal systems or products
sold to customers will have a material adverse impact on its financial condition
or overall trends in results of operations; however, it is still uncertain to
what extent the Company may be affected by such matters. In addition, customers
may delay purchase decisions because of uncertainty about Year 2000 issues.
There also can be no assurance that the failure to ensure Year 2000 compliance
by a supplier or another third party would not have a material adverse effect on
the Company.

In mid-1997, Caere initiated a company-wide Year 2000 Project to address this
issue. A Year 2000 Committee was established and mandated with defining,
assessing and converting, or replacing various programs, hardware and
instrumentation systems to make them Year 2000 compatible.

     INTERNAL BUSINESS PROCESSES. To address the Year 2000 issues with its
internal information technology ("IT") systems, the Company initiated a program
to evaluate its IT

                                       14
<PAGE>   15

systems, including manufacturing, sales and financial systems. The Company has
completed the assessment phase and the renovation and testing phases are
proceeding in parallel. The Company's assessment indicated that certain internal
systems should be upgraded or replaced as part of a solution to the Year 2000
problem. As part of its Year 2000 project, the Company is constructing a new
computer facility that will house the Company's IT systems. This computer
facility is scheduled for completion in mid-August 1999. The Company expects to
complete the renovation and testing phases for its IT systems by October 1999.

Although the Company's non-IT systems do not in many cases directly impact the
Company's core business, they remain an important part of Caere's Year 2000
efforts. Testing of all mission-critical non-IT systems and products has been
completed. Approximately 30% of the non-IT systems required replacement and the
renovation process is now 30% complete. The Company expects to complete the
renovation phase by November 1999.

The chart below shows the overall status of Caere's five-phase Year 2000 project
in the following areas:
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
                 AWARENESS     ASSESSMENT      RENOVATION                  TESTING                     IMPLEMENTATION
-----------------------------------------------------------------------------------------------------------------------
<S>               <C>          <C>             <C>                        <C>                          <C>
IT SYSTEMS       Completed     Completed       Underway with               Underway with               Scheduled to be
                                               approximately 35%           approximately 50%           completed by
                                               completed.  Scheduled to    completed.   Scheduled to   November 1999.
                                               be completed by October     be completed by October
                                               1999.                       1999.
-----------------------------------------------------------------------------------------------------------------------
NON-IT SYSTEMS   Completed     Completed       Underway with               Completed                   Scheduled to be
                                               approximately 30%                                       completed by
                                               completed.  Scheduled to                                December 1999.
                                               be completed by November
                                               1999.
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

     THIRD PARTY VENDORS, MANUFACTURERS AND SUPPLIERS. The Company is in the
process of identifying and prioritizing critical third parties and vendors, and
will follow up with them concerning their plans and progress in addressing the
Year 2000 problem. The Company is also working with key vendors, manufacturers
and suppliers of products and services to determine that their operations and
products are Year 2000 Compliant or to monitor their progress toward Year 2000
compliance, as appropriate. Where practicable, the Company will attempt to
mitigate its risks with respect to the failure of third parties to be Year 2000
ready, including developing contingency plans. However, such failures, including
failures of any contingency plan, remain a possibility and could have a
materially adverse impact on the Company's results of operations or financial
condition.

     PRODUCTS. The Company believes that all products currently shipping and
supported by Caere are "Year 2000 Compliant." It is likely that some older
products may not be Year 2000 Compliant. Current information about the Company's
products is available on the Company's Web site (www.caere.com/company/y2k.asp).
As used by Caere, "Year 2000 Compliant" means that when used properly and in
conformity with the product information provided by the Company, and when used
with "Year 2000 Compliant" computer systems, the product will accurately store,
display, process, provide, and/or receive data from, into, and between the
twentieth and twenty-first centuries, including leap year calculations, provided
that all other technology used in combination with the Caere product properly
exchanges date data with the Caere product. There can be no assurance that (i)
third party technologies used in combination

                                       15
<PAGE>   16

with Caere products will be Year 2000 Compliant, (ii) Caere products will not be
adversely affected when used with such third party technologies, and (iii) any
modifications to Caere products made by a party other than Caere will be Year
2000 Compliant.

In the Company's standard license agreements, the Company warrants to licensees
that its software routines and programs are Year 2000 Compliant. If any of the
Company's licensees experience Year 2000 problems, such licensee could assert
claims for damages against the Company. Any such litigation could result in
substantial costs and diversion of the Company's resources even if ultimately
decided in favor of the Company.

     COSTS. Costs associated with certain system upgrades are included in
existing operating budgets. In some instances (such as the Company's financial
administrative system), the installation schedule of new software and hardware
in the normal course of business is being accelerated to also afford a solution
to Year 2000 compliance issues. Certain of the costs related to upgrades of
hardware and software systems are covered by ongoing maintenance agreements.
Additional costs of purchasing, installing, modifying and testing the internal
systems are not expected to exceed $800,000. The total cost associated with
required modifications to become Year 2000 Compliant is estimated at $1,000,000.
The total cost estimate is based on the current assessment of the projects and
is subject to change as the projects progress.

     CONTINGENCY PLANS. The Company has begun internal discussions concerning
contingency planning to address potential problem areas with internal systems
and with suppliers and other third parties. It is expected that remediation and
contingency planning activities will be on-going throughout calendar year 1999
with the goal of appropriately resolving all material internal systems and third
party issues. There can be no assurance that the Company will be able to develop
contingency plans that will adequately address all Year 2000 issues that may
arise.

FINANCIAL CONDITION
Caere's cash and short-term investment portfolio totaled $50.8 million at June
30, 1999. The portfolio is diversified among security types, industries, and
individual issuers. The portfolio is invested primarily in short-term, U.S.
dollar denominated securities to both minimize interest rate risk and maintain
liquidity in the event of immediate cash needs.

Caere offers credit terms to qualifying customers and also sells products on a
prepaid, credit card and cash-on-delivery basis. For credit sales, the Company
attempts to control its bad debt exposure through monitoring of customers'
creditworthiness and, where practicable, through participation in credit
associations that provide credit rating information about its customers. The
Company has also purchased credit insurance for certain key accounts to reduce
the potential for catastrophic losses.

Caere has no long-term debt. The Company has not paid cash dividends on its
common stock. Stockholders' equity at June 30, 1999 was $60.9 million.

Caere will continue to invest in its sales, marketing, and product support
infrastructures. In addition, research and development investments will continue
to be made in existing and advanced areas of technology, including using cash to
acquire technology and to fund other strategic opportunities. Additions to
property and equipment will continue, including new

                                       16
<PAGE>   17

facilities and computer systems for research and development, sales and
marketing, support, and administrative staff.

Cash will also continue to be used to repurchase common stock. Among other
purposes, the shares will be used for employee stock option and purchase plans.
The Company repurchased approximately 1.5 million shares of common stock in 1998
with an aggregate cost of approximately $19.8 million. During the six months
ended June 30, 1999, the Company repurchased an additional 150,000 shares of
common stock with an aggregate cost of approximately $2.0 million.

Management believes that existing cash and short-term investments, together with
funds generated from operations, will be sufficient to meet operating and
capital expenditure requirements for at least the next 12 months.




                                       17
<PAGE>   18

                                  RISK FACTORS

Caere's future operating results may be affected by various factors that are
beyond the Company's control. Accordingly, in addition to the factors described
elsewhere in this Form 10-Q and in the Company's 1998 annual report on Form
10-K, the following trends, issues, and uncertainties, among others, should be
considered in evaluating the Company's growth and performance outlook.

RAPID TECHNOLOGICAL CHANGE AND INDUSTRY CONSOLIDATION
Rapid change and uncertainty due to new and emerging technologies characterize
the software industry. The introduction of competing products embodying new
technologies and the emergence of new industry standards can render existing
products obsolete and unmarketable. In addition, consolidation in the software
industry continues to occur, with competing companies merging or acquiring other
companies in order to capture market share or expand product lines. As this
consolidation occurs, the nature of the market may change as a result of fewer
companies dominating particular markets, potentially providing consumers with
fewer choices. Any of these changes or factors may have a material adverse
impact on the Company's future revenues, operating results, and financial
condition.

SCANNER GROWTH RATES
The underlying scanner unit growth rate directly impacts the Company's software
revenue growth. A reduction in the scanner shipment growth rate would adversely
impact the Company's future software revenue opportunity. In addition, a large
proportion of overall scanner unit growth over the last two years has been
attributable to the consumer market. There can be no assurance, however, that a
sufficient number of consumers will upgrade from the limited version software
included free with their scanner to the Company's more fully featured upgrade
products. Accordingly, weakness in the number of upgrades would have a material
adverse impact on the Company's future revenues, operating results, and
financial conditions.

PRODUCT SHIPMENT SCHEDULES
Delays in new product releases adversely affect revenue growth rates and cause
operational inefficiencies that impact manufacturing and distribution logistics,
distributor and OEM relationships, and customer support expenses. In addition,
as is common in the software industry, the Company operates with relatively
little backlog. As a result, delays in product shipments or weakness in the
near-term demand for the Company's products could have an immediate, material
adverse affect on revenues and operating results, which would likely result in a
significant and precipitous drop in the Company's stock price.

FLUCTUATING REVENUES AND OPERATING RESULTS
Caere's revenues and operating results have fluctuated in the past and the
Company's future revenues and operating results are likely to do so in the
future, particularly on a quarterly basis.

Caere's experience has been that a disproportionately large percentage of
shipments have occurred in the third month of each fiscal quarter and that
shipments tend to be concentrated in the latter half of that month. Backlog
early in a quarter is not large enough to assure that Caere will meet its
revenue target for any particular quarter. A shortfall in shipments at the end
of any particular quarter may cause the results for that quarter to fall
significantly short of anticipated levels.

The Company's quarterly operating results may continue to fluctuate due to
numerous other factors. Some of these factors include the demand for the
Company's products, seasonality, customer order deferrals in anticipation of new
versions of the Company's products, the

                                       18
<PAGE>   19

introduction of new products and product enhancements by the Company or its
competitors, including the effects of filling distribution channels following
such introductions and of potential delays in availability of announced or
anticipated products, price changes by the Company or its competitors, product
sales mix, timing of acquisitions and associated costs, and timing of
significant marketing and sales promotions.

CUSTOMER ACCEPTANCE
Caere believes that it will be necessary to continue to introduce new products
to remain competitive. While Caere performs extensive usability and beta testing
of new products, user acceptance and consumer penetration rates ultimately
dictate the success of development and marketing efforts.

TECHNICAL SUPPORT
Consistent with many companies in the software industry, technical support costs
comprise a significant portion of the Company's operating costs and expenses.
The Company's technical support levels are based largely on projections of
future sales levels. While the Company performs extensive quality control review
over both technical support services provided by its corporate personnel and, to
a lesser extent, support services outsourced to third-party vendors, customer
satisfaction with the services rendered may not be favorable. In the event of
customer dissatisfaction, future product and upgrade sales may be negatively
impacted.

PRICES
Future product prices may decrease from historical levels, depending on
competitive market and cost factors. International software prices vary by
country and are generally higher than in the United States to cover higher costs
of distribution and localization expenses. Increased global competition,
European monetary unification, or other factors could erode such price uplifts
in the future. In the event of product price reductions either domestically or
internationally, the Company's future revenues, operating results, and financial
condition may be adversely impacted.

Product upgrades, which enable users to upgrade from both limited edition and
earlier versions of the Company's products, have lower prices and margins than
fully priced, non-upgrade products. As the desktop applications market continues
to saturate, the sales mix has shifted from fully priced, non-upgrade products
to upgrade products. This trend is likely to continue, and it could have a
material adverse impact on the Company's future revenues, operating results, and
financial condition.

DISTRIBUTION CHANNELS
Caere may not be able to develop an effective method of distributing its
software products utilizing newly emerging software distribution channels,
including the Internet. Even if successful, the presence of new channels could
adversely affect existing channels and product pricing, which could have a
material adverse impact on the Company's future operating results and financial
condition.

A significant portion of Caere's revenue is attributable to its upgrade
strategy. Upgrades are derived from three primary sources: first, from previous
customers who are seeking the improvements of the latest versions of Caere's
OCR, electronic forms, and document



                                       19
<PAGE>   20

management software products; second, from customers who are upgrading from
competitive products; and third, from a limited edition version of the Company's
product that was bundled with various scanner manufacturer products. If previous
Caere customers or the customers of competitive products decline to upgrade or
if customers using a bundled product defer or forego the purchase of the
Company's newer or more fully featured products because they determine that the
bundled product satisfies their needs, it could have a material adverse impact
on future revenues, operating results, and financial condition.

Caere's future revenues and operating results may be negatively affected by
channel fill. Distributors may fill their distribution channels in anticipation
of price increases, sales promotions, or incentives. Channels may also become
filled simply because distributors do not sell their inventories to retail
distribution or retailers to end users as anticipated. If sell-through does not
occur at a sufficient rate, distributors will delay purchases, cancel orders, or
return prior purchases in an effort to reduce their inventories. Further,
distributors may also delay purchases, cancel orders, or return products in
anticipation of a new product or version release. Such channel fill, order
delays or cancellations can cause fluctuations in net revenues from one quarter
to the next, although the impact is mitigated by the Company's deferral of
revenue associated with inventories estimated to be in excess of appropriate
levels in the distribution and retail channels. Furthermore, the Company
estimates and maintains reserves for product returns. There can be no assurance,
however, that such channel fill, order delays or cancellations will not have a
material adverse impact on future revenues and operating results.

LONG-TERM RESEARCH AND DEVELOPMENT CYCLE
Developing and localizing software is expensive and often involves a long
payback cycle. The Company plans to continue to make significant investments in
R&D and related product opportunities. Significant revenues from these efforts
in some cases are not expected for several years. Management expects total
spending for R&D in 1999 to increase over spending in 1998.

INTERNATIONAL OPERATIONS
Caere's international operations are subject to certain risks common to
international operations, such as government regulations, import restrictions,
currency fluctuations, economic volatility, repatriation restrictions, and
seasonal reductions in business activity during summer months in Europe and
certain other parts of the world. One or more of these factors could have a
material adverse impact on future revenues, operating results, and financial
condition.

EMPLOYEE RECRUITING AND RETENTION
Caere believes that its future success depends on its continuing ability to
attract and retain highly qualified technical, sales, financial, and managerial
personnel. Competition for such people, however, is intense. The Company
believes, therefore, that it must provide employees with a competitive
compensation package, which necessitates the continued availability of stock
options which, in turn, requires ongoing stockholder approval. Failure to obtain
such stockholder approval could have a material adverse effect on the Company's
ability to attract and retain employees.

FUTURE GROWTH RATE
The revenue growth rate in 1999 and future periods may not approach the level
attained in prior years. As discussed previously, operating expenses are
expected to increase in 1999. Because of

                                       20
<PAGE>   21

the fixed nature of a significant portion of such expenses, coupled with the
possibility of slower revenue growth, operating margins in 1999 may decrease
from those in 1998.

LACK OF PRODUCT REVENUE DIVERSIFICATION
Caere derives a significant portion of its net revenues from sales of its
OmniPage family of products. Caere expects that these software products will
continue to account for a majority of the Company's sales in the near future. A
decline in demand for these products as a result of competition, technological
change, or other factors would have a material adverse effect on the Company's
future revenues, operating results, and financial condition.

MATURE MARKETS FOR CERTAIN HARDWARE PRODUCTS
Caere derived approximately 11% and 16% of its net revenues from sales of its
transaction processing OCR and bar code products during the second quarter of
1999 and 1998, respectively. Approximately 10% and 14% of the Company's net
revenues during the first six months of 1999 and 1998, respectively, were
derived from the sales of the Company's transaction processing OCR and bar code
products. As previously discussed, the market for both of these sets of products
is relatively mature and may not be subject to growth or expansion by the
Company in the future. There can be no assurance that Caere's hardware products
will continue to be a significant source of net revenues for the Company.

POSSIBLE VOLATILITY OF CAERE STOCK PRICE
The prices for Caere Common Stock have fluctuated widely in the past. The
management of the Company believes that such fluctuations may have been caused
by announcements of new products, quarterly fluctuations in the results of
operations, and other factors including, but not limited to, changes in
conditions of the personal computer industry in general. Stock markets have
experienced extreme price volatility in recent years. This volatility has had a
substantial effect on the market prices of securities issued by Caere and other
high technology companies, often for reasons unrelated to the operating
performance of the specific companies. Caere anticipates that prices for Caere
Common Stock may continue to be volatile. Such future stock price volatility for
Caere Common Stock may provoke the initiation of securities litigation, which
may divert substantial management resources and have an adverse effect on the
Company's results of operations.

EFFECT OF ANTITAKEOVER PROVISIONS OF DELAWARE LAW AND CAERE'S CHARTER DOCUMENTS
Caere is a corporation organized under the laws of the state of Delaware.
Certain provisions of the Delaware Law and the charter documents of Caere may
have the effect of delaying, deferring or preventing changes in control or
management of Caere. Caere is subject to the provisions of Section 203 of the
Delaware Law, which has the effect of restricting changes in control of a
company. In addition, Caere's Board of Directors is divided into three separate
classes. Caere's Board has authority to issue up to 2,000,000 shares of
Preferred Stock and to fix the rights, preferences, privileges and restrictions,
including voting rights, of such shares without any further vote or action by
its stockholders. Caere also has a Preferred Share Rights Plan (the "Shareholder
Rights Plan"). The effect of the antitakeover protections of the Delaware Law,
the Caere charter documents and the Shareholder Rights Plan could make it more
difficult for a third party to acquire, or could discourage a third party from
acquiring, a significant portion of the outstanding stock of Caere.

                                       21
<PAGE>   22

                                    ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
FOREIGN CURRENCY HEDGING INSTRUMENTS
The Company transacts business in various foreign currencies, primarily in
certain European countries and Japan. Accordingly, the Company is subject to
exposure from movements in foreign currency exchange rates. This exposure is
primarily related to forint denominated licenses in Hungary and Eastern Europe,
yen denominated licenses in Japan, and local currency denominated operating
expenses in Europe.

A portion of the Company's operating expenses in Japan are in yen, which
mitigates a portion of the exposure related to yen denominated licenses in
Japan. Likewise, a majority of the Company's operating expenses in Hungary are
denominated in forints, mitigating a portion of the exposure related to forint
denominated licenses in Eastern Europe. In addition, the Company hedges firmly
committed transactions using primarily forward contracts with maturities of less
than three months. As of June 30, 1999, there were no outstanding foreign
currency forward exchange contracts. The Company's hedging policy is designed to
reduce the impact of foreign currency exchange rate movements, and any gain or
loss in the hedging instruments is expected to be offset by a corresponding gain
or loss in the underlying exposure being hedged.

The Company does not use derivative financial instruments for speculative
trading purposes, nor does the Company hedge its foreign currency exposure in a
manner that entirely offsets the effects of changes in foreign exchange rates.

The Company currently does not use financial instruments to hedge local currency
denominated operating expenses in Europe. Instead, the Company believes that a
natural hedge exists, in that local currency revenue from product upgrades
substantially offsets the local currency denominated operating expenses. The
Company assesses the need to utilize financial instruments to hedge European
currency exposure on an ongoing basis.

The Company regularly reviews its hedging program and may as part of this review
determine at any time to change its hedging program.

FIXED INCOME INVESTMENTS
As of June 30, 1999, the Company had an investment portfolio of fixed income
securities, including those classified as cash equivalents of about $46.4
million. These securities are subject to interest rate fluctuations. An increase
in interest rates could adversely affect the market value of the Company's fixed
income securities. As of June 30, 1999, the weighted-average, pre-tax interest
rate on the Company's fixed income securities was approximately 5.1%.

The Company does not use derivative financial instruments in its investment
portfolio to manage interest rate risk. The Company does, however, limit its
exposure to interest rate and credit risk by establishing and monitoring
policies and guidelines for its fixed income portfolios. The guidelines limit
the maximum duration of portfolios, establish credit quality standards, and
limit exposure for any one issue, issuer, as well as the type of instrument. Due
to the limited duration and credit risk criteria established in the Company's
guidelines, the exposure to market and credit risk is not expected to be
material.

                                       22
<PAGE>   23


                           PART II. OTHER INFORMATION

                                    ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

(a)  The Annual Meeting of Stockholders of the Company was held on May 11, 1999.

(b)  Management's  nominees to the Board of  Directors  as Class I Directors
     (for a three-year term expiring at the Annual Meeting in the year 2002)
     were elected by the following votes:
<TABLE>
<CAPTION>
                                                   For                 Withheld
                                                ---------              --------
<S>                                             <C>                    <C>
     Robert J. Frankenberg                      9,018,806              590,586
     Betsy S. Atkins                            9,003,306              606,086
</TABLE>

     The following are persons whose term of office as Directors of the Company
continued after the Annual Meeting:
<TABLE>
<CAPTION>

     Director Name                              Class               Term Expires
     -------------                              ----                ------------
<S>                                             <C>                     <C>
     James K. Dutton                             II                     2000
     Joseph Francesconi                          II                     2000
     Robert G. Teresi                            III                    2001
</TABLE>

(c)  The other matters presented and the voting of stockholders with respect
     thereto are as follows:

     (i)   Approval of the 2000 Employee Stock Purchase Plan, which will become
           effective upon the expiration of the 1990 Employee Stock Purchase
           Plan on February 15, 2000. The total number of shares authorized for
           issuance under the 2000 Employee Stock Purchase Plan is 200,000
           shares.

<TABLE>
  ----------------------- ----------------------- -------------------- ------------------------------
<S>                       <C>                    <C>                  <C>
  For: 7,996,516          Against: 1,518,836      Abstain: 41,602      Broker Non Votes: 52,438
  ----------------------- ----------------------- -------------------- ------------------------------
</TABLE>

     (ii)  Approval of the 2000 Stock Option Plan, which will become effective
           upon the expiration of the 1981 Incentive and Supplemental Stock
           Option Plans, as amended, on January 31, 2000. The total number of
           shares authorized for issuance under the 2000 Stock Option Plan is
           400,000 shares.

<TABLE>
 ---------------------- ----------------------- ---------------------- -----------------------------
<S>                       <C>                    <C>                  <C>
 For: 5,845,237         Against: 3,649,260      Abstain: 62,457        Broker Non Votes: 52,438
 ---------------------- ----------------------- ---------------------- -----------------------------
</TABLE>

     (iii) Ratification of the selection of KPMG LLP as the Company's
           independent auditors for the fiscal year ending December 31, 1999.

<TABLE>
----------------------- ------------------------- -------------------- ---------------------------
<S>                       <C>                    <C>                  <C>
For: 9,513,763          Against: 35,403           Abstain: 60,226      Broker Non Votes: 0
----------------------- ------------------------- -------------------- ---------------------------
</TABLE>

                                       23
<PAGE>   24



                                     ITEM 6.

EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

     Exhibit 27 - Financial Data Schedule (included only in the copy of this
report filed electronically with the Commission)

(b)      Reports on Form 8-K

     No reports on Form 8-K were filed by the Company during the period covered
by this report.




SIGNATURES

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

                                CAERE CORPORATION

Date:  August 12, 1999

                                /S/  Blanche M. Sutter
                                ---------------------------------------------
                                Blanche M. Sutter, Executive Vice President
                                and Chief Financial Officer
                                (Principal Financial and Accounting Officer
                                and Duly Authorized Officer)



                                       24
<PAGE>   25
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>

EXHIBIT
NUMBER                   DESCRIPTION
-------                  ------------
<S>                      <C>
  27                     Financial Data Schedule

</TABLE>