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

                                    FORM 10-K

[X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act
    of 1934 for the fiscal year ended September 30, 1997

                                       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 0-11778


                          SEEQ TECHNOLOGY INCORPORATED
             (Exact name of registrant as specified in its charter)


            DELAWARE                                      94-2711298
   (State of incorporation)                 (I.R.S. Employer Identification No.)

47200 Bayside Pkwy., Fremont, California                   94538
(Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code (510) 226-7400

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

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.01
par value

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X]  No [ ].

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of the Form 10-K or any
amendment to this Form 10-K. [X]

The aggregate market value of the voting stock held by non-affiliates of the
registrant, based upon the closing price of the Common Stock on December 1,1997
as reported by NASDAQ, was approximately $102,948,000.

The number of outstanding shares of the registrant's Common Stock on December 1,
1997 was 30,503,000.


                       DOCUMENTS INCORPORATED BY REFERENCE

(1) Proxy Statement for the 1997 Annual Meeting of Stockholders as filed with
the Commission (the "Proxy Statement") - Part III, Items 10, 11, 12 and 13.


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                                     PART I

   This Form 10-K contains forward-looking statements that involve risks and
uncertainties. The statements contained in this Form 10-K that are not purely
historical are forward-looking statements within the meaning of Section27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934, including without limitation statements regarding the Company's
expectations, beliefs, intentions or strategies regarding the future. All
forward-looking statements included in this document are based on information
available to the Company on the date hereof, and the Company assumes no
obligation to update any such forward-looking statements. The Company's actual
results could differ materially from those anticipated in these forward-looking
statements as a result of certain factors, including those set forth under the
caption "Risk Factors" and elsewhere in this Form 10-K.

ITEM 1.  BUSINESS.

   SEEQ Technology Incorporated (herein "SEEQ" or the "Company") is a leading
supplier of Ethernet data communication products for networking applications.
Ethernet is the dominant local area network ("LAN") technology today and was
originally developed by Xerox and Digital Equipment Corporation in the late
1970s. As an Ethernet pioneer, SEEQ introduced the industry's first Ethernet
chip set in 1982. SEEQ combines its strengths in digital and analog circuit
design with its communication systems expertise to produce mixed-signal data
communication solutions that provide increased functionality and greater
reliability that result in lower total system cost. In 1983, the Company
successfully developed the industry's first integrated Ethernet data
communication controller. In 1994, SEEQ introduced the industry's first Fast
Ethernet (100 megabits per second "Mbps") four-port controller. In 1997, the
Company introduced the industry's first Gigabit Ethernet (1000 megabits per
second "Mbps") controller for backbone connectivity.

   SEEQ's product development and marketing strategy is to sell its products to
systems manufacturers who are performance and volume leaders in the information
networking, telecommunications, personal computer, workstation and printer
markets. The Company's more than 150 customers worldwide include such industry
leaders as Apple Computer, Bay Networks, Cabletron, Cisco Systems, Compaq,
Hewlett Packard, Intel, and 3COM. SEEQ's Ethernet data communication products
are sold in numerous market applications of Ethernet adapter cards,
workstations, media attachment units, print servers, file servers, repeaters,
switches, bridges and routers.

   SEEQ's complete product line includes Ethernet data communication
controllers, AutoDUPLEXTM Ethernet chip sets for automatic full duplex switched
Ethernet applications, encoders/decoders, coaxial cable CMOS transceivers and
unshielded twisted pair cable CMOS transceivers, and networking modules. In
order to meet customers' needs for higher-speed LAN solutions, the Company
offers products which support both Fast Ethernet and Gigabit Ethernet, which are
100Mbps and 1000 Mbps versions, respectively, of traditional 10Base-T Ethernet
(10Mbps) products.

   The Company was founded in 1981 to develop, manufacture and market products
incorporating metal-oxide-silicon ("MOS") reprogrammable, nonvolatile memory
integrated circuit technology. In February 1994, the Company sold its
nonvolatile memory technology and related assets to focus on the data
communications market.

INDUSTRY BACKGROUND

   Corporate computing networks during the late 1960s and 1970s were
characterized by expensive main frame computers which were concentrated in a
central location and accessed by remote display terminals. As the declining cost
of computing power made distributed data processing possible, LANs developed in
the early 1980s which provided departmental level processing in the form of
powerful small personal computers ("PCs") and microprocessor-based workstations.
LANs are used at the departmental level for information exchange among the local
computers and sharing of peripherals.

   Although the computer industry initially favored proprietary LAN solutions, a
cooperative effort between computer and communications vendors under the
sponsorship of the Institute of Electrical and Electronic Engineers ("IEEE")
resulted in several LAN protocol standards including Ethernet and Token Ring.
These standard-based LANs provide a 


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local shared communications facility which can be accessed by products from
multiple vendors, even though the higher level of protocols for these products
may be incompatible. Under these standards, the installation of LANs has
expanded significantly, with most of the worldwide PCs used in a business
environment now connected to some form of LAN.

   The PC LAN network consists of the following three major hardware elements
allowing data communication through a network operating system: network
interface cards ("NICs"), physical media transfer communication hardware and
file servers. The NIC is the hardware which allows a PC or workstation to link
via the physical media of transmission to the other network users and
peripherals. The physical media transfer communication hardware are the
connectors used to connect the NICs to the network and the type of wire the
transmission media used through the LAN. The choices of wiring include thick and
thin Ethernet cable, shielded and unshielded twisted pair (telephone cable), and
fiber optic cabling. The use of twisted-pair copper telephone lines is expected
to remain the primary means for local connectivity to the information
superhighway. Currently, unshielded twisted-pair copper wire is the most
cost-effective means of transmitting information at the data rates typically
required for local connectivity.

   Demand for LAN products has grown rapidly in recent years, as a result of the
growth in corporate networks, the introduction of client/server computing, the
expansion of the Internet, and the development of new applications, including
video conferencing, image processing and multimedia. As networks grow in size
and these new applications require faster data rates, business networks will
require more throughput capacity than is provided by current implementations
such as 10Mbps Ethernet or 16 Mbps Token Ring. Fast Ethernet (100Mbps), Gigabit
Ethernet (1000Mbps) and ATM technologies are expected to satisfy the requirement
for greater bandwidth capacity on most local area networks.

BUSINESS STRATEGY

   SEEQ's objective is to be a leading provider of digital and mixed-signal
silicon products for data communication applications. Key elements of the
Company's business strategy include the following:

   DELIVER A BROAD RANGE OF PRODUCT OFFERINGS TO ETHERNET SYSTEMS MANUFACTURERS

   The primary focus of SEEQ's business strategy is to provide "connectivity
solutions" to leading systems manufacturers in rapidly growing High Speed
Ethernet data communications markets. The Company strives to maintain close
contact with its customers and prospective customers to identify opportunities
to design products to meet customer specific functional requirements and to
bring added value to the end product. The Company also strives to continuously
expand its data communication product offerings in order to increase the
capability and operational and cost efficiencies for most LAN applications.

   EXPAND "FAST" ETHERNET PRODUCT OFFERINGS AND CUSTOMER BASE

   The Company is committed to the introduction of new data communication
products into existing and new high-speed LAN market segments (such as Fast
Ethernet and Gigabit Ethernet), which enable system OEM's to improve
performance, address new applications and further integrate higher levels of
system functionality. The Company's existing line of Fast Ethernet products
enable SEEQ to provide a full range of LAN data communication solutions to its
customers. SEEQ has been successful in expanding its customer base by developing
business relationships with both established and emerging systems manufacturers.
As the data communications market, and specifically LAN equipment suppliers,
adopt new, more complex protocol standards, and demand a higher level of
functional integration, SEEQ has designed its new product offerings to satisfy
most LAN connectivity requirements.


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CAPITALIZE ON MIXED-SIGNAL AND COMMUNICATIONS SYSTEMS EXPERTISE

   The Company has assembled a talented group of engineers possessing both
mixed-signal integrated circuit and communications systems design skills. SEEQ
believes that its design staff is one of the leading mixed-signal teams in the
industry and represents one of the Company's core competitive strengths. The
Company's strategy is to utilize its process development and LAN technology
expertise, together with its manufacturing knowledge, to supply highly
integrated connectivity solutions at lower system cost than competitors'
products.

   MAINTAIN COST-EFFECTIVE SILICON FOUNDRY RELATIONSHIPS

   SEEQ obtains the necessary supply of finished wafers to meet its
manufacturing needs through selective foundry arrangements with major
semiconductor manufacturers. These relationships are intended to provide SEEQ
with the required wafer fabrication capacity, and to provide the Company with
access to next generation silicon process technology. Due to the changing demand
for world-wide foundry capacity, it is the Company's objective to maintain two
suppliers for each of its "high-volume" products. Presently, SEEQ has foundry
arrangements with four semiconductor manufacturers; AMI Semiconductor, Ricoh,
Samsung Semiconductor and TSMC.

   EXTEND STRATEGIC RELATIONSHIPS WITH INDUSTRY LEADERS

   SEEQ continues to work closely with systems manufacturers that are market and
technology leaders, which in selected cases has led to strategic sole-source
supplier arrangements. The Company believes that in order to build a long-term
business relationship with a customer, its product design and applications teams
must focus on understanding and meeting the customer's specific system
requirements. This close working relationship also enables SEEQ to identify
requirements for future systems being developed by the customer. In addition,
the Company plays an active role in industry-wide alliances aimed at developing
standards for new LAN technologies. SEEQ is a contributing member of the Fast
Ethernet Alliance and the recently formed Gigabit Ethernet Alliance.

   TARGET EMERGING MARKETS FOR HIGH SPEED  ETHERNET APPLICATIONS

   Fast Ethernet has emerged over the last several years as a "user friendly"
solution to expanding network throughput capacity. In Fiscal 1997, Fast Ethernet
related product sales accounted for approximately 55% of SEEQ's total revenues.
Even as the market for Fast Ethernet solutions begins to reach its stride,
network providers are developing products supporting even higher data rates.
SEEQ has worked closely with these early market entrants and the Gigabit
Ethernet Alliance to develop a standard Gigabit Ethernet Media Access Controller
for high-performance networking systems such as switches, routers and servers.
This device was introduced in 1997. It is expected that in fiscal 1998, the Fast
Ethernet and Gigabit Ethernet markets could comprise over 50% of the total
available market for the Company's data communication products.

PRODUCTS

   Electronic data communications is one of the largest and fastest growing
segments of the integrated electronics market. LANs, representing networks
connecting two or more computers and peripherals within a localized geographical
area (e.g., office floor, building, or campus), address the need to share
information among individuals in close proximity. The most popular data
communication LAN technology in the market is Ethernet. The speed of standard
Ethernet is 10Mbps. Signal detection on Ethernet is based upon the concept of
carrier sense multiple access with collision detection ("CSMA/CD"). Today the
vast majority of Ethernet products are based on IEEE 802.3 standards. The most
popular Ethernet standard is 10Base-T, the operation of Ethernet over unshielded
twisted pair ("UTP") wiring.

   The Company's Ethernet data link controllers are used in local area network
systems that can interconnect a wide variety of computers and peripheral
devices. They are generally used in Ethernet-compatible systems, and replace a
substantial number of discrete components previously contained on a printed
circuit board. The Company also produces a set of Ethernet encoder/decoder
circuits, Ethernet physical layer devices (PHYs), and Ethernet transceiver
circuits. 


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The Company's data communications products serve to reduce the cost of Ethernet
connections for local area network manufacturers.

   The Company is also a leader in the application of automatic full duplex
technology to Ethernet LANs. SEEQ's AutoDuplex feature uses specially coded link
pulses to determine if the channel has duplex capabilities. The SEEQ patented
technique allows any node in a 10Base-T network to determine if it has a full
duplex channel for its use and to automatically modify its behavior when
establishing independent transmit and receive communication channels. This
technique effectively doubles the communications channel bandwidth available to
the node. In a 10Base-T network with full duplex nodes connected to a switching
hub or multiport bridge, the effective network bandwidth is doubled to 20 Mbps.
SEEQ has extended this technique to Fast Ethernet to effectively increase the
network bandwidth to 200 Mbps.

   In order to meet customers' needs for higher-speed LAN solutions, the Company
has developed a line of products for a high speed LAN technology called Fast
Ethernet. During 1994, the Company introduced its first Fast Ethernet product,
the 100Mbps four port Fast Ethernet controller. In 1996, SEEQ introduced a
100Mbps physical layer device (PHY), designed to the IEEE T4 standard for use on
legacy Category 3 wiring. In 1997, the Company introduced a second PHY, designed
to support the IEEE TX standard which operates on the more modern Category 5
wiring.

MARKETING AND SALES

   The Company sells its products to OEMs and distributors representing a wide
range of markets, including computer networking systems, facsimile equipment,
engineering workstations, modems, process controllers, and commercial data
processing systems. The Company's ten largest customers accounted for
approximately 68%, 79%, and 74% of net revenues for fiscal years 1995, 1996 and
1997, respectively. Apple Computer and Serial Systems (an agent for Hewlett
Packard and Compaq) accounted for approximately 17% and 16% of revenues in
fiscal 1995, respectively. Bay Networks and Serial Systems accounted for
approximately 42% and 10% of revenues in fiscal 1996, respectively. Bay Networks
and Cabletron accounted for approximately 25% and 17% of revenues in fiscal
1997, respectively.

   The Company coordinates all domestic sales through its Burlington,
Massachusetts, Blue Bell, Pennsylvania, and Westlake, California regional sales
offices in addition to its Fremont, California headquarters. The Company's four
OEM sales managers work closely with manufacturers' representatives and
distributors to secure design-ins and production orders.

   The Company markets its products through a network of independent
manufacturers' representatives and independent distributors. The Company has
contracted with five national distributors to stock and sell the Company's
products from five stocking locations. In addition, the Company has contracted
with approximately 15 independent manufacturers' representatives throughout the
United States, representing over 150 individual salespeople. The representatives
obtain orders for SEEQ, which the Company fills by shipping directly to the
purchaser and for which the Company pays the representatives commissions based
on the sales.

   International sales were approximately, $8.6 million, $8.0 million, and $9.8
million, representing approximately 38%, 25%, and 28% of product sales, for
fiscal years 1995, 1996 and 1997, respectively. Internationally, the Company
sells its products through a network of approximately 22 manufacturer's
representatives (seven stock inventories of the Company's product), together
with international sales management in Fremont, California. Sales to foreign
customers are shipped from the Company's headquarters F.O.B. and are billed and
paid in United States dollars. Although sales may be made subject to tariffs in
certain countries or with regard to certain products, at present the Company's
average selling prices for foreign sales are not significantly different from
those for domestic sales. Foreign sales are subject to certain control
restrictions imposed by the United States and foreign governments, but the
Company has not encountered any such limitations that have materially affected
its foreign sales.

   SEEQ's volume purchase orders do not necessarily result in sales as they are
generally terminable by the customer without significant penalty. Consequently,
backlog at any point in time is not necessarily indicative of future sales.


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RESEARCH AND DEVELOPMENT

   Expertise in a variety of related disciplines and functions is necessary to
design, develop and manufacture mixed signal semiconductor integrated circuits
which combine both digital and analog circuits. These disciplines include
systems and application engineering, computer aided design, device physics,
semiconductor process engineering, circuit design, reliability physics and test
engineering. The Company has committed and will continue to commit substantial
resources over an extended period to develop new products and technologies
utilizing all of these disciplines.

   The Company is concentrating on the application of its proprietary
technologies for the development of mixed signal integrated circuits for the
data communications market. Present research and development efforts are focused
on the development of Ethernet controllers and media signaling integrated
circuits for the 100Mbps Fast Ethernet market and the Gigabit Ethernet market.

The Company has entered into a development agreement with a third party relating
to a PCI version of its Gigabit Media Access Controller. Under this agreement,
the third party will provide system and software design, while SEEQ will perform
circuit design and will have responsibility for manufacturing. The new device
will allow SEEQ to enter the Gigabit Network Interface Card (NIC) market, the
low-cost Gigabit switch market, and embedded Gigabit applications.

   The Company's research and development expenditures were approximately
$3,069,000, $3,303,000, and $3,446,000 for the fiscal years 1995, 1996 and 1997
respectively. As of September 30, 1997, 16 employees were engaged in research
and development activities.

MANUFACTURING

   The manufacturing process for semiconductors is comprised of three basic
operations: silicon wafer fabrication, assembly and testing. SEEQ has chosen to
use independent silicon foundries and assembly subcontractors to fabricate and
assemble its integrated circuits. This strategy enables the Company to focus its
resources on the design and test areas, where the Company believes it has
greater competitive advantages, and to eliminate the high cost of owning and
operating semiconductor silicon fabrication and assembly facilities.

   Presently, SEEQ has a business relationship with four foundries. As SEEQ does
not have its own wafer fabrication capability, it must compete for foundry
capacity with other, larger semiconductor suppliers. SEEQ works closely with its
foundry partners to obtain a steady and predictable supply of integrated
circuits. While the Company believes it can obtain fabrication capacity with its
current foundry resources to meet current and future expected demand, the
Company could experience a shortfall in product availability if any of its
foundry partners are unable to meet planned capacity requirements or production
schedules. Further, the Company has no agreements with any of its foundries
which would ensure future wafer supply. Additionally, no one foundry partner is
capable of supplying sufficient capacity to meet total current or future
expected demand.

   A substantial number of the Company's products are manufactured and assembled
by independent foundries and suppliers located in foreign countries. While the
costs associated with these services are billed and paid in U.S. dollars,
changes in foreign currencies against the U.S. dollar could impact future
product costs.

   Test operations are performed during each phase of the manufacturing process.
For its mixed signal products, SEEQ uses sophisticated testing equipment to test
the die on each silicon wafer prior to shipment for assembly. After assembly,
each unit (i.e. packaged die) undergoes final electrical testing at the Company.
SEEQ's Ethernet controller products are manufactured, including final testing,
by two of its foundries.

   Although the manufacturing process is highly controlled, equipment
malfunctions, process complexities, minute impurities, or defects in the masks
may cause a substantial percentage of the silicon wafers to be rejected or
individual chips to be non-functional. There can be no assurance that the
Company or any of its foundry suppliers will not experience yield problems in
the future.


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COMPETITION

   The semiconductor industry is intensely competitive and is characterized by
price erosion, rapid technological change, short product life cycles, cyclical
market patterns and heightened domestic and international competition in many
markets. The Company competes with major domestic and international
semiconductor companies, most of which have substantially greater financial,
technical, manufacturing and marketing resources than the Company, as well as
other substantial resources with which to more effectively pursue engineering,
manufacturing, marketing and distribution of their products. In addition, many
of the Company's competitors maintain their own wafer fabrication and
manufacturing facilities, which the Company considers to be a competitive
advantage. Accordingly, the Company believes that it is at a substantial
competitive disadvantage in comparison to larger companies with wafer
fabrication and manufacturing facilities, broader product lines, greater
technical, financial and other resources and a higher level of customer service
and support. New entrants may also increase their participation in the
semiconductor market. The ability of the Company to compete successfully in the
rapidly evolving area of high performance integrated circuit technology depends
on factors both within and outside of its control, including, among others,
success in designing and subcontracting the manufacture of new products that
implement new technologies, adequate sources of raw materials, protection of the
Company's products by effective utilization of intellectual property laws,
product quality, reliability, price, efficiency of production, the pace at which
customers incorporate the Company's integrated circuits into their products,
success of competitors' products and general economic conditions. Because the
Company does not currently manufacture its own semiconductor wafers, the Company
is vulnerable to process technology advances utilized by competitors to
manufacture higher performance or lower cost products. There is no assurance
that the Company will be able to compete successfully in the future.

PATENTS, TRADEMARKS AND LICENSES

   Although the Company believes its success depends primarily upon the
experience and creative skills of its employees rather than the ownership of
patents, the Company does pursue a policy of obtaining patents for appropriate
inventions. The Company has obtained nonexclusive licenses from certain other
organizations, such as Texas Instruments, Incorporated, Xerox Corporation, and
AT&T, for use of product designs or specifications in the development of the
Company's products. Such license arrangements on a non-exclusive basis are
customary in the industry.

   As is the case with many companies in the semiconductor industry, it may
become necessary or desirable in the future for SEEQ to obtain licenses relating
to its products from others. SEEQ has in the past received notification of
possible infringement of patents from certain other semiconductor manufacturers
and these matters are under consideration. Although patent holders in the
industry typically offer licenses, and SEEQ in the past has entered into license
agreements, there can be no assurance that licenses can be obtained on
acceptable terms.

   The Company has been issued four United States patents for various
data-communications technologies. These patents expire at various dates from
2011 to 2014. However, there can be no assurance that these patents will provide
SEEQ with any meaningful protection. The Company also has certain federally
registered trademarks. The Company is pursuing a systematic strategy of
submitting patent applications whenever justified by a combination of business
and technical considerations. Presently, the Company has on file with the U.S.
Patent Office, ten applications, most of which relate to Fast Ethernet design
technologies. In addition, the Company avails itself of mask work protection for
its designs.

   The Company, from time to time, enters into technology and second source
agreements. The Company has not granted any rights relative to its process or
design technology which are or will be exclusive.


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EMPLOYEES

   As of September 30, 1997, the Company had 68 employees, including 10 in
marketing and sales, 16 in research, development and engineering related
functions, 34 in manufacturing and 8 in management, administration and finance.
The Company's success depends on a number of key employees, the loss of one or
more of whom could adversely affect the Company. The Company believes that its
future success will depend in large part upon its ability to attract, retain and
motivate highly skilled employees. The Company has never had a work stoppage,
slow-down or strike. None of the Company's employees are represented by a labor
union. The Company considers its employee relations to be good.


ITEM 2.  DESCRIPTION OF PROPERTIES.

   The Company's executive offices and manufacturing and principal research and
design facilities currently occupy a 54,000 square foot building located in
Fremont, California. The building is leased by the Company under a lease
scheduled to expire in 2005 with one five-year renewal option. The Company also
leases additional offices for its regional sales managers in Westlake,
California, Blue Bell, Pennsylvania, and Burlington, Massachusetts.


ITEM 3.  LEGAL PROCEEDINGS.

   Pursuant to the Asset Purchase Agreement dated February 7, 1994, (the "Asset
Purchase Agreement") by and between SEEQ and Atmel Corporation ("Atmel"), Atmel
purchased the assets of SEEQ related to its electrically erasable programmable
read only memory ("EEPROM") products (the "EEPROM Asset Sale"). A substantial
portion of the consideration received by the Company in connection with the
EEPROM Asset Sale was placed in escrow subject to certain claims of indemnity by
Atmel under the Asset Purchase Agreement. As of September 30, 1997, $2,527,000
was on deposit in escrow (including interest of $698,000 earned thereon to such
date). Such amount is subject to any future claims that may be made by Atmel
with respect to the EEPROM technology sold to Atmel in the EEPROM Asset Sale
under the terms of the Asset Purchase Agreement. Atmel has notified SEEQ that,
based on certain claims asserted by Hualon Microelectronics Corporation ("HMC"),
one of SEEQ's former foundries and joint development partners, that SEEQ
previously granted HMC certain license rights to the EEPROM technology pursuant
to an alleged license agreement, Atmel believes it may be entitled to assert a
claim against this escrow account, although Atmel has not done so to date. The
funds in this escrow account will remain in escrow until a determination is made
that SEEQ is entitled to such funds under any release condition in the escrow
agreement, or, if Atmel makes a claim prior to such date under such escrow, then
until such claim is resolved. The Company will be entitled to receive such funds
if it is determined that the alleged license agreement is invalid, or, if no
such determination is made, to the extent that any claims made by Atmel that
Atmel has suffered damages as a result of the alleged license agreement are
unsuccessful, or if Atmel does not make a claim to such funds by February 1999,
or as otherwise agreed by the Company and Atmel. On March 30, 1994, the Company
filed a lawsuit against HMC in which, among other things, the Company sought a
declaration by the court that the alleged license agreement is invalid. On
August 16, 1995, the Company and HMC entered into a Settlement Agreement,
Release and Tolling Agreement. Under the terms of such Agreement, the Company
agreed, among other things, that the claims asserted against HMC in respect of
the alleged license agreement would be tolled for such time and on such terms as
provided therein. As a result, the Company is not currently pursuing such
claims. The Company is entitled to pursue such claims in the future, however,
subject to the terms of the Settlement Agreement, Release and Tolling Agreement.
In the event that the Company does not cause the alleged license agreement to be
invalidated, Atmel may assert a claim against the Company under the Asset
Purchase Agreement, including a claim for damages, if suffered by Atmel as a
result of HMC's use of any of such technology, and, in the event any such claim
by Atmel is determined to be valid, Atmel may recover any such damages from the
escrow described above. The Company believes that, in the event of any claim by
Atmel, the amount of damages that may be payable by the Company upon a
resolution thereof will not have a material adverse effect on the Company's cash
flow, financial position or results of operations. However, there can be no
assurance as to such matters. Under the terms of the settlement, the Company
agreed to pay HMC an aggregate of $500,000 due in three consecutive monthly
installments beginning in August 1995. The Company further agreed to issue to
HMC 100,000 shares of SEEQ's common stock and reactivate and modify the 1990
Foundry and Co-Development Agreement.


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   On November 28, 1995, Level One Communications Incorporated ("Level One")
filed a complaint against the Company, in the United States District Court of
Northern California ("the Court"), alleging patent infringement. In the
complaint, Level One claims that the Company has used and sold products in
violation of two of Level One's patents. Level One seeks immediate and permanent
injunctive relief preventing the Company from making, using, or selling any
devices that infringe such patents and unspecified damages. The Company intends
to vigorously contest all of Level One's claims. Based on the Company's review
to date, management believes that the claims asserted by Level One are without
merit and that the outcome of these legal proceedings will not have a material
adverse effect on the Company's financial position or results of operations,
although there can be no assurance as to such matters. Patent litigation is
often highly complex, can extend for a protracted period of time, can involve
substantial cost to the Company and may divert the attention of the Company's
management and technical personnel, which can substantially increase the cost of
such litigation. There can be no assurance that such costs and diversion of
resources would not have a material adverse effect on the Company's business,
financial condition and results of operations.

   As of December 5, 1997, SEEQ had filed, briefed and argued motions to declare
all asserted claims of the Level One patents in the suit as invalid in view of
certain prior art. The Company anticipates a ruling in the near future. In
addition, on June 16, 1997, SEEQ filed a motion to amend its counterclaim to add
SEEQ's U.S. Patent 5,504,738, entitled,

                DEFENDANT SEEQ TECHNOLOGY'S NOTICE OF MOTION AND MOTION FOR
                LEAVE TO SUPPLEMENT ITS ANSWER AND COUNTERCLAIM AND MEMORANDUM
                OF POINTS AND AUTHORITIES IN SUPPORT THEREOF

   SEEQ asserts that level One's LXT 970 product infringes the '738 patent in
the manner in which incorporates an auto negotiate feature. The motion was fully
briefed, argued and submitted as of December 5, 1997. The Company expects a
ruling in the near future. If the motion is denied, SEEQ will nonetheless file
suit in an independent action.

   On June 25, 1996, Praxair, Inc. ("Praxair") filed a complaint against the
Company, entitled Praxair, Inc., a Delaware Corporation v. SEEQ, Inc., a
California Corporation and SEEQ Technology, Inc., a Delaware Corporation
(Superior Court of the State of California, County of Santa Clara, Case No.
CV758882). The suit arose out of a nitrogen supply contract between the Company
and the plaintiff. The Complaint purported to state causes of action for breach
of contract and promissory estoppel. The Complaint alleged that as a result of
purported breaches of the nitrogen supply contract, the Company was obligated to
pay plaintiff approximately $1,300,000 plus cost of suit, not including
attorney's fees. On September 9, 1997, SEEQ and Praxair agreed to settle the
lawsuit. Under the terms of settlement, SEEQ paid Praxair $300,000. In exchange,
SEEQ received a full general release of known and unknown claims and an
agreement that the lawsuit would be dismissed with prejudice. The case was
dismissed with prejudice on September 11, 1997.

   In addition, SEEQ is involved in certain other routine litigation in the
ordinary course of its business. SEEQ believes that the outcome of these legal
proceedings will not have a material adverse effect on the Company's financial
position or results of operations.


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

   No matters were submitted to a vote of security holders during the quarter
ended September 30, 1997.


                                       9
<PAGE>   10
                                     PART II


ITEM 5. MARKET PRICE OF AND DIVIDENDS ON REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.

   The Company's stock is listed on the NASDAQ National Market under the symbol
"SEEQ". The tables below present the high and low market prices for fiscal years
1997 and 1996. The Company has never paid dividends on common shares and has no
present plans to do so. The financial covenants of the Company's bank line of
credit also restrict the amount the Company could pay in dividends. The bank
line of credit requires the Company to maintain a tangible net worth of
$14,000,000.

<TABLE>
<CAPTION>
                           Fiscal 1997                Fiscal 1996
                           -----------                -----------
   Quarter            High          Low          High             Low
   -------            ----          ---          ----             ---
<S>                   <C>           <C>         <C>              <C>    
   First              $ 3.938       $ 2.500     $ 5.188          $ 3.500
   Second             $ 3.188       $ 1.750     $ 4.563          $ 2.625
   Third              $ 2.563       $ 1.406     $ 4.375          $ 2.750
   Fourth             $ 3.969       $ 1.875     $ 4.000          $ 2.500
</TABLE>

   The approximate number of stockholders at September 30, 1997 was 14,000.


                                       10
<PAGE>   11
ITEM 6. SELECTED FINANCIAL DATA.

<TABLE>
<CAPTION>
                                                  FISCAL YEAR ENDED SEPTEMBER 30, (1)
                                     -------------------------------------------------------------
                                         1993         1994        1995        1996          1997
                                         ----         ----        ----        ----          ----
                                                 (in thousands, except per share data)
<S>                                   <C>           <C>          <C>          <C>          <C>
STATEMENT OF OPERATIONS DATA:
Revenues                              $  32,980     $ 21,480     $22,512     $31,338       $31,423
                                     -------------------------------------------------------------
Costs and expenses:
  Cost of revenues                       21,796       15,632      14,758      20,680        19,498
  Research and development                3,289        3,278       3,069       3,303         3,446
  Marketing, general and
    administrative                        7,827        6,939       3,827       4,579         5,397
  Restructuring and other, net            3,236(1,2)   4,932(3)     (399)(4)      --            --
                                     -------------------------------------------------------------
     Total costs and expenses            36,148       30,781      21,255      28,562        28,341
                                     -------------------------------------------------------------
Income (loss) from operations            (3,168)      (9,301)      1,257       2,776         3,082
Interest (expense)                       (1,056)        (456)       (431)       (240)         (357)
Interest and other income, net              100          187         518         403           382
Settlement costs                                                                              (300)(5)
Gain on sale of stock                        --        1,693(6)       --          --            --
                                     -------------------------------------------------------------
Income (loss) before income taxes        (4,124)      (7,877)      1,344       2,939         2,807
Income tax provision                         --           --         (14)        (88)        1,880
                                     =============================================================
Net income (loss)                      $ (4,124)     $(7,877)     $1,330      $2,851       $ 4,687
                                     =============================================================

Net income (loss) per share:           $  (0.25)     $ (0.32)    $  0.04      $ 0.09       $  0.15

Shares used in per share                 
calculation:                             16,741       24,273      30,894      32,148        32,180
---------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                             SEPTEMBER 30,
                                     --------------------------------------------------------------
                                           1993         1994         1995         1996        1997
                                           ----         ----         ----         ----        ----
                                                            (in thousands)
<S>                                      <C>            <C>        <C>          <C>          <C>    
BALANCE SHEET DATA:
Working capital                         $ 5,088      $   908      $ 6,382      $ 9,153      $15,165
Total assets                             17,871       17,307       18,934       26,435       27,040
Long-term obligations                     1,926        2,564        1,524        3,466        3,308
Stockholders' equity                      6,544        4,056       10,768       14,193       19,218
</TABLE>

(1)     The Selected Financial Data for fiscal year ended September 30, 1993
        does not give effect to the sale of assets in the EEPROM Asset Sale on
        February 7, 1994, which constituted a significant portion of the
        Company's operations during that fiscal year. See the discussions under
        Notes 3 and 4 of Notes to the Consolidated Financial Statements.

(2)     The Company recorded $3,236,000 in charges against operations in fiscal
        1993 reflecting an adjustment to its prior estimates in connection with
        closing its wafer fabrication facility and costs associated with the
        resignation of the Company's previous president and chief executive
        officer.

(3)     The Company recorded $4,932,000 in charges against operations in fiscal
        1994 representing a loss and other restructuring costs associated with
        the EEPROM Asset Sale and the discontinuation of the Company's end-user
        Ethernet adapter board products. See Notes 3 and 4 of Notes to
        Consolidated Financial Statements.

(4)     The Company recorded $399,000 as a benefit against operations in fiscal
        1995 representing a change in the estimates of its restructuring
        reserves. See Note 4 of Notes to Consolidated Financial Statements.

(5)     The Company recorded a charge of $300,000 for the settlement of
        litigation relating to a contract dispute with a former supplier. See
        Note 11 of Notes to Consolidated Financial Statements.

(6)     The Company recorded a gain on the sale of stock in the amount of
        $1,693,000. See Note 3 of Notes to Consolidated Financial Statements.


                                       11
<PAGE>   12
   The following table sets forth consolidated statements of operations data for
each of the eight quarters beginning October 1, 1995 and ending September 30,
1997. This information has been derived from unaudited consolidated quarterly
financial statements of the Company, which include all adjustments, consisting
only of normal recurring adjustments that the Company considers necessary for a
fair presentation of the information when read in conjunction with the
Consolidated Financial Statements and Notes thereto. The results of operations
for any quarter are not necessarily indicative of the results to be expected for
any future period.


<TABLE>
<CAPTION>
                                                                         THREE MONTHS ENDED
                                    --------------------------------------------------------------------------------------------
                                     Dec 31,    Mar. 31     Jun. 30     Sep. 30      Dec 31     Mar. 31     Jun. 30     Sep. 30
                                      1995        1996        1996        1996        1996        1997        1997        1997
                                      ----        ----        ----        ----        ----        ----        ----        ----
                                                             (in thousands, except per share data)
<S>                                 <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>     
Revenues                            $  4,801    $  7,387    $  8,644    $ 10,506    $  6,624    $  8,031    $  7,611    $  9,157
                                    --------------------------------------------------------------------------------------------
Costs and expenses:
  Cost of revenues                     3,487       4,874       5,893       6,426       4,560       5,059       4,591       5,288
  Research and development               786         918         890         709         780         902         899         865
  Marketing, general and
    administrative                       921       1,121       1,210       1,327       1,252       1,444       1,277       1,424

                                    --------------------------------------------------------------------------------------------
     Total costs and expenses          5,194       6,913       7,993       8,462       6,592       7,405       6,767       7,577
                                    --------------------------------------------------------------------------------------------
Income (loss) from operations           (393)        474         651       2,044          32         626         844       1,580

Interest (expense)                       (83)        (36)        (49)        (72)        (83)        (87)        (96)        (91)
Interest and other income, net           183          58          67          95          86          95          87         114
Settlement costs                          --          --          --          --          --          --          --        (300)
                                    --------------------------------------------------------------------------------------------
Income (loss) before income taxes       (293)        496         669       2,067          35         634         835       1,303
Provision for income taxes                --          (6)        (19)        (63)         (1)        (20)        (24)      1,925
                                    ============================================================================================
Net income (loss)                   $   (293)   $    490    $    650    $  2,004    $     34    $    614    $    811    $  3,228
                                    ============================================================================================

Net income (loss) per share:        $  (0.01)   $   0.02    $   0.02    $   0.06    $   0.00    $   0.02    $   0.03    $   0.10

Shares used in per share
  calculation:                        29,873      31,929      32,082      32,241      31,885      31,571      31,284      31,951
</TABLE>


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

   This Form 10-K contains forward-looking statements that involve risks and
uncertainties. The statements contained in this Form 10-K that are not purely
historical are forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934, including without limitation statements regarding the Company's
expectations, beliefs, intentions or strategies regarding the future. All
forward-looking statements included in this document are based on information
available to the Company on the date hereof, and the Company assumes no
obligation to update any such forward-looking statements. The Company's actual
results could differ materially from those anticipated in these forward-looking
statements as a result of certain factors, including those set forth under the
caption "Risk Factors" and elsewhere in this Form 10-K.



                                       12
<PAGE>   13
BACKGROUND

      The Company was founded in 1981 to focus on the development and
manufacture of electrically erasable programmable read only ("EEPROM") products
and in 1982 began developing Ethernet data communication products. The Company
recorded its first profitable year in fiscal 1987 and the growth continued in
fiscal 1988 as both revenues and net income increased. In addition, the
Company's financial condition was strengthened when a public common stock
offering was completed in May 1988. Fiscal 1989 results were adversely affected
by weakening market conditions and production problems. In fiscal 1989, the
Company adopted a strategy to have its products manufactured by outside
foundries.

        During the second quarter of fiscal 1994, the Company sold its assets
related to its EEPROM products (the "EEPROM Asset Sale") to Atmel Corporation
("Atmel"). Under the terms of the Asset Purchase Agreement dated February 7,
1994 between SEEQ and Atmel, Atmel acquired all rights in SEEQ's assets related
to EEPROM products, including intellectual property, equipment, inventory and a
portion of the accounts receivable. The purchase price for such assets consisted
of 135,593 shares of Atmel's Common Stock and $481,632 in cash. In addition,
Atmel assumed certain liabilities under equipment leases for equipment used in
producing EEPROM products. Since this sale, the Company has focused its business
on data communication products.

   During the third quarter of fiscal 1994, SEEQ sold the 135,593 shares of
Atmel Common Stock it received in the EEPROM Asset Sale for total proceeds of
$6,693,000, reflecting a gain on the sale of $1,693,000. A significant portion
of the proceeds from the stock sale was deposited in two escrow accounts subject
to claims of indemnity by Atmel under the Asset Purchase Agreement. One escrow
account, which contained $600,000, was subject to claims by Atmel with respect
to the equipment, inventory and accounts receivable sold to Atmel in the EEPROM
Asset Sale. Atmel asserted a claim for the full amount deposited in this escrow
account. On January 30, 1995, the Company entered into an agreement with Atmel
to settle Atmel's claim. Under the terms of the agreement, $250,000 was
distributed to Atmel and the remaining $350,000 was distributed to the Company.
The second escrow account, which initially contained $4,329,000 (recorded as
other assets), is subject to any future claims that may be made by Atmel with
respect to the EEPROM technology sold to Atmel in the EEPROM Asset Sale. During
the first quarter of fiscal 1995, the fourth quarter of fiscal 1996, and the
fourth quarter of fiscal 1997, $300,000 and $1,000,000, and $1,200,000,
respectively, was distributed to SEEQ from the escrow account, leaving
$1,829,000 on deposit therein as of September 30, 1997 (excluding interest
earned to date of $698,000). Atmel has notified SEEQ that, based on certain
claims asserted by HMC, one of SEEQ's foundries and joint development partners,
that SEEQ previously granted HMC certain license rights to the EEPROM
technology, Atmel believes it may be entitled to assert a claim against this
escrow account, although, Atmel has not done so to date. The funds in this
escrow account will remain in escrow until February 1999, or until a
determination is made that SEEQ is entitled to such funds under any release
condition in the escrow agreement, or if Atmel makes a claim prior to February
1999 under such escrow, then until such claim is resolved by a court.

   In connection with the EEPROM Asset Sale, Atmel acquired 3,614,701 shares of
SEEQ's Common Stock pursuant to the Stock Purchase Agreement dated February 7,
1994, representing approximately 14% of SEEQ's outstanding shares of Common
Stock as of such date. Such shares were purchased at a price of $1.25 per share,
for a total purchase price of $4,518,376. The Company filed a registration
statement for these shares that became effective with the Securities and
Exchange Commission on March 24, 1995.

   In connection with the EEPROM Asset Sale and the Company's decision in fiscal
1994 to discontinue its end-user Ethernet adapter board product line, the
Company adopted a restructuring plan pursuant to which, among other things,
certain business operations were discontinued, certain facilities were
eliminated and certain employees were terminated.

The following table summarizes the activity under this restructuring plan for
the years ended September 30, 1997 (in thousands):

<TABLE>
<CAPTION>
                                         Utilization                 Utilization    
                           Reserve at      Charge       Reserve at      Charge      Reserve at  
                           September       During       September       During       September  
                            30, 1995     Fiscal 1996     30, 1996    Fiscal 1997     30, 1997   
<S>                        <C>           <C>             <C>         <C>             <C>
EEPROM Asset Sale
  Restructuring
  Excess facilities          $(801)         $119          $(682)          $122         $(560)
  Other costs                 (195)          195            --              --            --
------------------------------------------------------------------------------------------------
  Totals                     $(996)         $314          $(682)          $122         $(560)
------------------------------------------------------------------------------------------------
</TABLE>


                                       13
<PAGE>   14
FACILITY LEASE, INVENTORY AND OTHER EQUIPMENT COSTS

    During the second quarter of fiscal 1995, the Company entered into a final
settlement of a lawsuit previously filed against the Company for rent and
damages under a lease of certain premises previously occupied by the Company
which the Company vacated in July 1992. In connection with the action and the
proposed settlement thereof, the Company had previously recorded certain
reserves covering, among other things, the proposed issuance of shares of its
common stock. The market price of the Company's common stock increased during
the second quarter of fiscal 1995, and, as a result, the Company recorded
additional reserves of $122,000 to reflect the higher market price of the common
stock at the time of the final settlement of the lawsuit. During fiscal 1995,
the Company also sold equipment that had been fully reserved and settled certain
associated lease obligations, resulting in a $133,000 reduction in the
restructuring reserves. Upon settlement of this lawsuit, the balance of the
restructuring reserves had been fully utilized.

EEPROM ASSET SALE RESTRUCTURING

In connection with the EEPROM Asset Sale, the Company incurred certain
restructuring costs or realized certain benefits during fiscal 1995 and 1996 as
follows:

EEPROM Asset Sale. On January 30, 1995 the Company and Atmel entered into a
settlement agreement to settle Atmel's claims made against the $600,000 escrow
account previously established. Under the settlement agreement, $250,000 was
distributed to Atmel and the remaining $350,000 was distributed to the Company.
As a result, the Company recorded a $195,000 charge.

Excess facilities. During fiscal 1994, the Company decided to sublease its
headquarters' office and manufacturing facilities for the approximately eight
years remaining on the term of the lease. The Company recorded reserves
representing the Company's estimate of the difference between the rent payable
by the Company under the lease and the anticipated rent payable to the Company
under a sublease. During the first quarter of fiscal 1995, the Company sublet
the entire facility in which its headquarters and operations were located at a
higher rental rate than previously estimated, and as a result in 1995, recorded
an $818,000 reduction to its restructuring reserves. The Company also recorded
$915,000 of facility lease payments, broker fees and relocation costs in
connection with the sublease. During fiscal 1996 and fiscal 1997, the Company
recorded $119,000 and $122,000, respectively, of facility lease payments in
excess of the sublease amount.

Discontinued Inventories. As a result of the EEPROM Asset Sale, the Company
discontinued certain inventories; in fiscal 1995 the Company paid $99,000 to
foundries for inventories.

Other costs. For the fiscal year ended September 30, 1995, the Company recorded
other costs of approximately $338,000, primarily reflecting legal fees and
settlement costs in connection with the agreement with Hualon Microelectronics
Company (see Note 11 Litigation). The Company paid $435,000 for settlement
costs, outside foundries for memory product process development and lease
payments for certain equipment related to EEPROM products. During fiscal 1996,
payments of $195,000 for settlement costs were made.

END-USER ETHERNET ADAPTER BOARD PRODUCTS WRITE-OFF

During the quarter ended March 31, 1994, the Company discontinued its end-user
Ethernet adapter boards product line, and recorded restructuring costs as
follows:

Other costs. During fiscal 1995, the Company recorded as other costs a reserve
of $39,000 reflecting the settlement of certain litigation relating to end-user
Ethernet adapter board products. Offsetting this charge, the Company recorded a
benefit of $91,000 from the collection of previously written-off accounts
receivable and the reversal of excess warranty reserves.


                                       14
<PAGE>   15
ANNUAL RESULTS OF OPERATIONS

   FISCAL 1997 COMPARED TO FISCAL 1996

   The Company's revenues in fiscal 1997 were $31,423,000 an increase of 0.3%
from $31,338,000 in fiscal 1996. Revenues from 1996 to 1997 were relatively
unchanged. Bay Networks accounted for 25% of the Company's total revenues in
fiscal 1997 compared to 42% of total revenues in fiscal 1996. Revenues from
Cabletron, a new customer, accounted for 17% of revenues in 1997. Unit sales
volumes decreased 35% and average selling prices increased 54% in fiscal 1997 as
compared to fiscal 1996. These changes are due to the fact that the Company's
product mix continued to shift from standard Ethernet to Fast Ethernet products.
Fast Ethernet products accounted for 55% of the Company's revenues in fiscal
1997 compared to 31% in fiscal 1996.

      Gross margins were 37.9% in fiscal 1997, compared to 34.0% in fiscal 1996.
This improvement in gross margins is mainly attributable to the changing product
mix toward Fast Ethernet products. Gross margins in future periods will be
affected primarily by sales levels and product mix, average selling prices,
wafer yields, and the introduction of new products and improvements in
manufacturing costs.

   Research and development expenditures increased from $3,303,000 in fiscal
1996 to $3,446,000 in fiscal 1997, primarily due to higher payroll costs. As a
percentage of sales, research and development expenditures increased from 10.5%
in fiscal 1996 to 11.0% in fiscal 1997. The Company expects that the level of
research and development spending will increase in absolute dollars in future
periods as a result of increased development efforts on new LAN products and
manufacturing cost reduction programs on existing programs, but may vary as a
percentage of revenues.

   Marketing, general and administrative expenses increased from $4,579,000 in
fiscal 1996 to $5,397,000 in fiscal 1997, and increased as a percentage of sales
from 14.6% to 17.2%, respectively. The dollar increase was attributable
primarily to higher sales commissions, and legal expenses relating to litigation
issues. The Company anticipates that the level of marketing, general and
administrative expenses will vary in future periods based on expected sales
growth.

   Interest expense has resulted primarily from borrowings under the Company's
equipment leases. Interest expense increased from $240,000 in fiscal 1996 to
$357,000 in fiscal 1997 due to an increase in financing costs for new capital
equipment and software.

   Interest income decreased from $403,000 in fiscal 1996 to $382,000 in fiscal
1997 due to a decline in interest rates.

   The Company incurred a settlement expense of $300,000 in 1997 related to a
contract dispute with a former supplier.

   The net income tax benefit in 1997 was $1,880,000 as compared to a provision
of $88,000 in fiscal 1996. The change was primarily due to the recognition of a
portion of the Company's deferred tax assets. The amount recognized was
$1,950,000. This was partially offset by alternative minimum state and federal
income taxes of $70,000. For further explanation of the Company's deferred tax
assets, see Note 9 to the financial statements.

FISCAL 1996 COMPARED TO FISCAL 1995

   The Company's revenues in fiscal 1996 were $31,338,000, an increase of 39%
from $22,512,000 in fiscal 1995. Products supporting the Fast Ethernet (100Mbps)
market accounted for approximately 31% of total revenues in fiscal 1996 compared
to less than 1% in fiscal 1995. Most of the Company's revenue growth in fiscal
1996 was attributable to substantially increased sales to one customer, Bay
Networks, which accounted for 42% of total revenues in fiscal 1996. Unit sales
volumes increased 36% and average selling prices increased 2.7% in fiscal 1996
as compared to fiscal 1995. LAN integrated circuit product average selling
prices increased 23% in fiscal 1996 compared to fiscal 1995.

   During the first quarter of fiscal 1996, production from the Company's
foundries was not sufficient to meet demand. Consequently, product availability
and revenues were impacted. This situation steadily improved throughout fiscal
1996 as the Company completed the transition of its products to new foundries
while worldwide wafer availability and fab 


                                       15
<PAGE>   16
capacity improved significantly over fiscal 1995. As a result, the Company's
revenues increased in each subsequent quarter due to higher demand and shipments
against the past due backlog.

   Gross margins were 34.0% in fiscal 1996 compared to 34.4% in fiscal 1995.
While the Company realized higher margins on its Fast Ethernet products, overall
margins were impacted by price erosion on several of its older, standard
Ethernet products. During the first quarter of fiscal 1996, gross margin
percentages were impacted on certain products for which the Company experienced
shortfalls in wafer production and higher costs relating to start-up production
for several new product offerings. Research and development expenditures
increased from $3,069,000 in fiscal 1995 to $3,303,000 in fiscal 1996. As a
percentage of sales, research and development expenditures decreased from 13.6%
in fiscal 1995 to 10.5% in fiscal 1996 primarily as a result of increased
revenues.

   Marketing, general and administrative expenses increased from $3,827,000 in
fiscal 1995 to $4,579,000 in fiscal 1996, and decreased as a percentage of sales
from 17.0% to 14.6% for the same periods, respectively. The dollar increase was
attributable primarily to higher sales commissions related to growth in annual
revenues.

   Interest expense has resulted primarily from borrowings under the Company's
equipment leases. Interest expense decreased from $431,000 in fiscal 1995 to
$240,000 in fiscal 1996 due to a reduction in bank borrowings which were
required under the Company's previous credit facility.

   Interest income decreased from $518,000 in fiscal 1995 to $403,000 in fiscal
1996 due to a reduction in cash borrowed under the Company's previous credit
facility partially offset by increases in cash balances due to the exercise of
warrants and stock options, higher revenues and the release of $1,000,000 from
the EEPROM Asset Sale escrow account.

   The income tax provision is due primarily to alternative minimum state and
federal income taxes. The provision for income taxes increased from $14,000 in
fiscal 1995 to $88,000 in fiscal 1996.

LIQUIDITY AND CAPITAL RESOURCES

   The Company has financed its operations and met its capital requirements
primarily through cash raised from operations, private and public placements of
equity and debt securities, capital leases and bank lines of credit.

   Management believes that existing sources of liquidity, anticipated cash flow
from operations and borrowings under the Company's credit facility, will be
adequate to satisfy its projected working capital expenditures through the end
of fiscal 1998. However, there can be no assurance that the Company will have
adequate resources to satisfy such requirements. It may become necessary for the
Company to raise additional funds from debt and/or equity financing. There can
be no assurance that such funds will be available on terms acceptable to the
Company, if at all.

   The Company's cash and cash equivalents balance increased from $3,974,000 as
of September 30, 1996 to $6,937,000 as of September 30, 1997.

Operating Activities

   Cash flows provided by operating activities were $2,592,000 in fiscal 1997
compared to cash used of $267,000 for fiscal 1996. The change in operating
activities cash flow from 1996 to 1997 was due primarily to the net profit in
fiscal 1997 of $4,687,000, depreciation of $1,808,000, reduction in accounts
receivable of $951,000, reduction of inventories of $2,176,000, partially offset
by a decrease in accounts payable of $4,689,000, and the benefit from deferred
taxes of $1,950,000.

Investing Activities

   Cash flows provided by investing activities in fiscal 1997 were $1,069,000
compared to $3,676,000 in fiscal 1996. The release of funds held in escrow was
$1,200,000 and $1,000,000 in fiscal 1997 and 1996, respectively. Capital
acquisitions, primarily for test equipment, engineering tools, and a new
enterprise computing system, in fiscal 1997 were 


                                       16
<PAGE>   17
$1,451,000 of which $1,224,000 was leased and $227,000 was paid for in cash. The
Company anticipates capital expenditures in fiscal 1998 primarily for test
equipment, engineering tools and software of approximately $5,000,000 of which
it is expected that approximately $4,000,000 will be financed through equipment
leases.

Financing Activities

   Cash flows used for financing activities in fiscal 1997 were $698,000. During
fiscal 1997, the Company made payments on capital lease obligations of
$1,036,000, partially offset by $338,000 in proceeds from the issuance of its
common stock, primarily from stock option exercises.,

   In November 1993, the Company entered into a two-year line of credit
agreement, subject to renewal, with the CIT Group ("CIT"). Although the Company
was not required to make use of the bank line of credit, during the second
quarter of fiscal 1994 it used cash resources to reduce its effective short-term
credit borrowings interest rate by borrowing the minimum required borrowings of
$3,000,000 under a secured bank line of credit with CIT, and investing the
proceeds in a short-term certificate of deposit (restricted cash). Effective
November 22, 1995, the Company renewed the credit facility with CIT for a two
year term. Under the renewed credit agreement, the minimum borrowing requirement
was reduced to $1,500,000 and was only applicable in the event the Company had a
loan balance outstanding with CIT. Thus the Company liquidated its restricted
cash and repaid the note payable to bank in November 1995. The credit agreement
with CIT was terminated by the Company in August 1996. The agreement was
replaced at that time by a one-year revolving line of credit agreement with
Silicon Valley Bank.

   In August 1997, the Company renewed its one-year revolving line of credit
agreement with Silicon Valley Bank. Under the terms of the bank revolving line
of credit, the Company could borrow the lesser of $7,000,000 or an amount
determined by a formula applied to eligible accounts receivable, at a variable
interest rate equal to the prime rate plus 0.25%. The revolving line of credit
is secured by a security interest in the Company's assets, including
intellectual property and expires August 18, 1998. The loan agreement requires
the Company to maintain a profit each fiscal year and to maintain certain
financial ratios. The loan agreement also requires the Company to maintain a
level of tangible net worth which, in effect, limits the ability of the Company
to make payments of cash dividends. There were no borrowings outstanding under
this revolving line of credit as of September 30, 1997.

   Historically, the Company has financed a significant amount of its capital
expenditures through capital leases. For fiscal years 1997, 1996, and 1995,
capital lease obligations incurred were $1,224,000, $3,367,000, and $94,000,
respectively. Payments of principal and interest, for capital leases in place at
the end of fiscal 1997, will be $1,377,000, $1,235,000 and $820,000 for fiscal
years 1998, 1999 and 2000, respectively.

IMPACT OF CURRENCY AND INFLATION

   The Company purchases its materials and services in U.S. dollars, and its
foreign sales are primarily billed in U.S. dollars. Accordingly, the Company has
not been subject to substantial currency exchange fluctuations. However, there
can be no guarantee that this trend will continue. The effect of inflation on
SEEQ's financial results have not been significant to date.


                                       17
<PAGE>   18
                   RISK FACTORS THAT MAY AFFECT FUTURE RESULTS

The Company operates in a rapidly changing environment that involves a number of
risks, some of which are beyond the Company's control. The following discussion
highlights some of these risks. Other risks are presented elsewhere in this
report.

HISTORY OF OPERATING LOSSES; UNCERTAINTY OF FUTURE FINANCIAL RESULTS

   The Company incurred substantial operating losses during each of the five
fiscal years ended September 30, 1994. During the fiscal years ended September
30, 1990, 1991, 1992, 1993 and 1994, the Company incurred operating losses of
$26.1 million, $3.2 million, $11.3 million, $4.1 million and $7.9 million,
respectively. The Company achieved a profit of approximately $1.3 million for
the fiscal year ended September 30, 1995, approximately $2.9 million for the
fiscal year ended September 30, 1996, and approximately $4.7 million for the
fiscal year ended September 30, 1997. The Company had an accumulated deficit of
approximately $104.8 million at September 30, 1997. There can be no assurance
that the Company will be able to sustain profitability or revenue growth in the
future. The Company's ability to maintain profitability in the future will
depend, among other things, on its ability to successfully manufacture and sell
its products, to develop new products and to control its costs and expenses.
Failure by the Company to maintain revenue growth or profitability would impair
the Company's ability to sustain its operations.

CUSTOMER CONCENTRATION

   During certain periods, a relatively small number of the Company's customers
have accounted for a significant portion of the Company's revenues. Sales to Bay
Networks and Serial Systems accounted for approximately 42% and 10% of the
Company's revenues in fiscal 1996, respectively. Sales to Bay Networks and
Cabletron accounted for approximately 25% and 17% of the Company's revenues in
fiscal 1997, respectively. The reduction, delay or cancellation of orders from
one or more of the Company's significant customers for any reason, including a
reduction in the demand for data communications products that include the
Company's products, could have a material adverse effect on the Company's
results of operations and financial condition. The Company's sales to its
customers are made under purchase orders and not pursuant to any long-term
agreements. In addition, the Company's products are often sole-sourced to its
customers, and the Company's operating results and financial condition could be
materially and adversely affected if one or more of the Company's major
customers were to develop other sources of supply. Furthermore, in view of the
short product life cycles, in the market for data communications products, the
Company's operating results would be materially and adversely affected if one or
more of the Company's significant customers were to purchase integrated circuits
manufactured by one of the Company's competitors for inclusion in new
generations of products developed by its customers. The Company is also
dependent upon sales representatives and distributors for the sales of its
products to systems manufacturers. There can be no assurance that the Company's
current customers will continue to place orders with the Company, that orders by
existing customers will continue at the levels of previous periods, or that the
Company will be able to obtain orders from new customers. The loss of one or
more of the Company's current customers could have a material adverse effect on
the Company's business, operating results and financial condition.

FACTORS AFFECTING OPERATING RESULTS

   The Company believes that its future annual and quarterly operating results
will be subject to quarterly variations based upon a wide variety of factors
that could have a material adverse effect on the Company's revenues and
profitability, many of which are outside the control of the Company. These
factors include fluctuations in manufacturing yields, the timing of introduction
of new products by the Company and its competitors, changes in the markets
addressed by the Company's products, market acceptance of the Company's and its
customers' products, the volume and timing of orders received, changes in the
Company's product mix and customer base, the timing and extent of research and
development expenditures, the availability and cost of semiconductor wafers from
outside foundries, product obsolescence, price erosion, competitive factors,
cyclical semiconductor industry conditions and general economic conditions. The
Company's net revenue and cost of sales vary depending upon the mix of products
sold. Any unfavorable changes in manufacturing yields or product mix, delays in
new product introductions, under-utilization of manufacturing capacity,
increased price competition or other factors could have a material adverse
effect on the 


                                       18
<PAGE>   19
Company's operating results and financial condition. Historically, average
selling prices in the semiconductor industry have decreased over the life of any
particular product. There can be no assurance that the average selling prices of
the Company's current or future products will not be subject to significant
pricing pressures in the future. In addition, the Company's business is
characterized by short-term orders and shipment schedules, and customer orders
typically can be canceled or rescheduled without significant penalty to the
customer. Due to the absence of substantial non-cancelable backlog, the Company
typically plans its production and inventory levels based on internal forecasts
of customer demand, which are highly unpredictable and can fluctuate
substantially. In addition, the Company is limited in its ability to reduce
costs quickly in response to any revenue shortfalls, which could have a material
adverse effect on the Company's business, operating results and financial
condition.

   Due to the foregoing factors, as well as other unanticipated factors, it is
likely that in some future quarter the Company's operating results will be below
the expectations of public market analysts or investors. In such event, the
price of the Company's Common Stock would be materially adversely affected.

DEPENDENCE ON NEW PRODUCT DEVELOPMENT AND TECHNOLOGICAL CHANGE

   The average selling prices of the Company's products historically have
decreased over the products' lives and are expected to continue to do so. To
offset average selling price decreases typically experienced over the life of
any particular product, the Company relies primarily on obtaining cost
reductions in the manufacture of those products and on introducing new, higher
priced products which incorporate advanced features or address new or emerging
markets. To the extent that such cost reductions and new product introductions
do not occur in a timely manner, the Company's operating results will be
adversely affected. As a result, the Company's operating results will depend to
a substantial extent on its ability to continue to successfully introduce new
products on a timely basis that compete effectively on the basis of price and
performance and that address customer requirements. The success of new product
introductions into the marketplace is dependent upon several factors, including
proper new product definition, timely completion and introduction of new product
designs, availability of production capacity, achievement of acceptable
manufacturing yields and market acceptance of such new products. The development
cycle for new products is generally one to two years, depending upon the
complexity of the product. Accordingly, new product development requires a
long-term forecast of market trends and customers' needs and may be adversely
affected by competing technologies serving markets addressed by the Company's
products. Although the Company has successfully developed new products in the
past, there can be no assurance that it will continue to be able to do so in the
future. In this regard, as a result of the Company's financial results in the
past several years and other factors, the Company has been unable to introduce
new products as fast as existing products become obsolete or as such product
sales decline, as reflected by the reductions in sales over such period. The
Company has recently experienced certain delays in the development of certain of
its new products, which the Company believes may have a material adverse effect
on the Company's results of operations in future periods. Although the Company
has increased its development efforts over the past year, there can be no
assurance that such delays will not continue to occur in future periods. The
markets for the original equipment manufacturers who purchase the Company's
products are characterized by rapidly changing technology, evolving industry
standards and improvements in products and services. If technologies or
standards supported by the Company's products become obsolete or fail to gain
widespread commercial acceptance, the Company's business may be materially
adversely affected. As a result, the Company believes that continued significant
expenditures for research and development will be required in the future. If the
Company were unable to design, develop and introduce competitive products on a
timely basis, its future operating results would be materially adversely
affected.

   New products are generally incorporated into a customer's products or systems
at the design stage. However, design wins, which can often require significant
expenditures by the Company, may precede the generation of volume sales, if any,
by a year or more. Moreover, the value of any design win will depend in large
part on the ultimate success of the customer's product and on the extent to
which the system's design accommodates components manufactured by the Company's
competitors. No assurance can be given that the Company will achieve design wins
or that any design win will result in significant future revenue.


                                       19
<PAGE>   20

LIQUIDITY; FUTURE CAPITAL REQUIREMENTS

   The Company presently believes that anticipated cash provided by operations,
existing cash, and available lines of credit will be adequate to meet its cash
needs for at least the next 12 months. However, the Company requires substantial
working capital to fund its business, particularly to finance inventories and
accounts receivable and/or capital expenditures. The Company's future capital
requirements will depend on many factors, including the timing and extent of
spending to support product development efforts and expansion of sales and
marketing, the timing of introductions of new products and enhancements to
existing products, and market acceptance of the Company's products. Accordingly,
the Company expects that it may need to raise additional equity or debt
financing in the future. There can be no assurance that additional debt and/or
equity financing, if required, will be available on acceptable terms or at all.

DEPENDENCE UPON INDEPENDENT MANUFACTURERS AND ASSEMBLY SUPPLIERS

   All of the Company's products are currently manufactured to the Company's
specifications by independent subcontractors, and the Company maintains no wafer
manufacturing or assembly operations of its own. The Company currently utilizes
semiconductor wafer manufacturing subcontractors located in South Korea, Japan,
Taiwan and the United States. The Company also contracts with independent
assembly suppliers located in Asia for the assembly of all of its products, and
relies principally on one assembly contractor located in South Korea. As a
result, all of the Company's products are manufactured by independent foundries
and assembled by foreign assembly contractors. Consequently, the Company
currently relies exclusively on the manufacturing, assembly and other resources
of these independent manufacturers and assembly suppliers. Currently, certain of
these independent manufacturers serve as the sole source for several of the
Company's products. The Company's reliance on subcontractors to manufacture and
assemble its produce involves significant risks, including reduced control over
delivery schedules, the potential lack of adequate capacity, reduced control
over fluctuations in manufacturing yields, discontinuation or phase-out of such
subcontractors' production processes, and potential misappropriation of
proprietary intellectual property. There can be no assurance that the Company
will not experience problems in timeliness, yields and quality of wafer
deliveries from its wafer manufacturing subcontractors, each of which could have
a material adverse effect on the Company's operations and operating results. In
addition, although the Company has entered into manufacturing agreements with
each of these independent manufacturers, there can be no assurance that such
manufacturers will continue to manufacture products for the Company.

   The Company generally does not have long-term, non-cancelable contracts with
its wafer suppliers. Therefore, the Company's wafer suppliers could choose to
prioritize capacity for other uses or reduce or eliminate deliveries to the
Company on short notice. Accordingly, there can be no assurance that the
Company's foundries will allocate sufficient wafer manufacturing capacity to the
Company to satisfy the Company's product requirements. In addition, the Company
has been, and expects to continue to be in the future, particularly dependent on
one or more foundries for its wafer manufacturing requirements. Any sudden
demand for an increased amount of wafers or sudden reduction or elimination of
any existing source or sources of wafers could result in a material delay in the
shipment of the Company's products. In this regard, in the fourth quarter of
fiscal 1995, the Company was notified by one of its foundry suppliers that it
would no longer supply wafers to the Company. Although the Company recently
added an additional independent wafer supplier, there can be no assurance that
such events will not have a material adverse effect on the Company's results of
operations and financial condition. There can be no assurance that material
disruptions in supply, which have occurred periodically in the past, will not
occur in the future. Any such disruption could have a material adverse effect on
the Company's operating results and financial condition. In the event the
Company were unable to qualify alternative manufacturing sources for existing or
new products in a timely manner or such sources were unable to produce wafers
with acceptable manufacturing yields, the Company's business, operating results
and financial condition would be materially and adversely affected.

DEPENDENCE ON FOUNDRY MANUFACTURING

   The manufacture of semiconductor wafers for the Company's products is a
highly complex process that requires a high degree of technical skill,
state-of-the-art equipment and effective cooperation between the wafer foundry
and the Company's engineering staff to produce acceptable yields. Worldwide
manufacturing capacity for these products is limited. Therefore, significant
interruptions in supply from any of the Company's independent foundries could


                                       20
<PAGE>   21
adversely affect the Company and its results of operations. Other unanticipated
changes in the Company's wafer supply or assembly arrangements could reduce
product availability, increase cost, impair quality and reliability or decrease
yield. Many of the factors that could result in such changes are beyond the
Company's control. To a considerable extent, the Company's ability to succeed in
the future will depend on its ability to maintain access to advanced wafer
fabrication technologies. Since the Company does not own or operate its own
wafer fabrication or process development facility, the Company depends upon
independent companies to provide access to such technologies. In light of this
dependency, and the intensely competitive nature of the semiconductor industry,
there is no assurance that either technology advantages or timely product
introduction can be maintained in the future. In connection with its
arrangements with foreign independent wafer suppliers, it is necessary for the
Company to provide such suppliers with proprietary information regarding its
process and product technologies. Although the Company has entered into
confidentiality and nondisclosure agreements with its foreign suppliers, there
can be no assurance that the Company will be able to protect its rights under
its patents, copyrights, mask-work rights or such confidentiality and
nondisclosure agreements in foreign countries.

MANUFACTURING; VARIATION IN PRODUCTION YIELDS

   The manufacture of semiconductor products is highly complex, involving many
precise and critical steps, and is sensitive to a wide variety of factors,
including the level of contaminants in the manufacturing environment, impurities
in the materials used and the performance of sophisticated electronic equipment.
Technical problems which may arise in the manufacturing process at the
manufacturing facilities of any of the Company's independent foundries can
adversely affect manufacturing yields and the overall profitability of the
Company. Such technical problems may occur or new problems may arise as the
Company begins using new manufacturing processes in connection with the
introduction of new products. While the Company is attempting to minimize the
impact of such factors and potential problems by developing several sources of
wafer supply, certain of the foundries utilized by the Company have experienced
lower than anticipated yields. No assurance can be given that the Company or its
suppliers will not experience yield problems in the future, which could have a
material adverse effect on the Company's results of operations.

RISKS ASSOCIATED WITH FOREIGN SUPPLIERS

   A substantial number of the Company's products are manufactured, and all of
the Company's products are assembled, by independent foundries and assembly
suppliers located in foreign countries, including Taiwan, Japan and South Korea.
The Company is, therefore, subject to certain risks generally associated with
contracting with foreign suppliers, including currency exchange fluctuations,
political instability, trade restrictions and changes in tariff and freight
rates.

THE SEMICONDUCTOR INDUSTRY

   The semiconductor industry is subject to rapid technological change, price
erosion, occasional shortages of materials, variations in manufacturing
efficiencies, significant expenditures for capital equipment and product
development, and cyclical market patterns. In recent years, the industry has
experienced intermittent significant economic downturns characterized by
diminished product demand, accelerated erosion of selling prices and production
over-capacity. Similar fluctuations may occur in the future, and there can be no
assurance that the Company will not be materially and adversely affected is the
future by such fluctuations or by cyclical conditions in the semiconductor
industry or slower growth in any of the markets for the Company's products.

DEPENDENCE ON DATA COMMUNICATION MARKET

   The Company anticipates that substantially all of the Company's revenues for
the foreseeable future will be attributable to sales of data communication
products. The market for data communications products is characterized by
intense competition, relatively short product life cycles and rapid
technological change. In addition, the market for data communications products
has undergone a period of extremely rapid growth and has experienced
consolidation among the competitors in the marketplace. The Company's results of
operations and financial condition would be materially adversely affected in the
event of any future slowdown or adverse events in the market for data
communications products.


                                       21
<PAGE>   22
LITIGATION

   On November 28, 1995, Level One Communications Incorporated ("Level One")
filed a complaint against the Company, in the United States District Court of
Northern California, alleging patent infringement. In the complaint, Level One
claims that the Company has used and sold products in violation of two of Level
One's patents. Level One seeks immediate and permanent injunctive relief
preventing the Company from making, using, or selling any devices that infringe
such patents and unspecified damages. The Company intends to vigorously contest
all of Level One's claims. In addition, the Company believes that Level One
products infringe on a recently issued SEEQ patent. The Company has filed a
counterclaim motion with the Court requesting that this alleged Level One
infringement be added to the existing patent suit. Based on the Company's
limited review to date, management believes that the claims asserted by Level
One are without merit and that the outcome of these legal proceedings will not
have a material adverse effect on the Company's financial position or results of
operations, although there can be no assurance as to such matters. Patent
litigation is often highly complex, can extend for a protracted period of time,
can involve substantial cost to the Company and may divert the attention of the
Company's management and technical personnel, which can substantially increased
the cost of such litigation. There can be no assurance that such costs and
diversion of resources would not have a material adverse effect on the Company's
business, financial condition and results of operations.

COMPETITION

   The semiconductor industry is intensely competitive and is characterized by
price erosion, rapid technological change, short product life cycles, cyclical
market patterns and heightened domestic and international competition in many
markets. The Company competes with major domestic and international
semiconductor companies, most of which have substantially greater financial,
technical, manufacturing and marketing resources than the Company, as well as
other substantial resources with which to more effectively pursue engineering,
manufacturing, marketing and distribution of their products. In addition, many
of the Company's competitors maintain their own wafer fabrication and
manufacturing facilities, which the Company considers to be a competitive
advantage. Accordingly, the Company believes that it is at a substantial
competitive disadvantage in comparison to larger companies with wafer
fabrication and manufacturing facilities, broader product lines, greater
technical, financial and other resources and a higher level of customer service
and support. New entrants may also increase their participation in the
semiconductor market. The ability of the Company to compete successfully in the
rapidly evolving area of high performance integrated circuit technology depends
on factors both within and outside of its control, including success in
designing and subcontracting the manufacture of new products that implement new
technologies, adequate sources of raw materials, protection of Company products
by effective utilization of intellectual property laws, product quality,
reliability, price, efficiency of production, the pace at which customers
incorporate the Company's integrated circuits into their products, success of
competitors' products and general economic conditions. Because the Company does
not currently manufacture its own semiconductor wafers, the Company is
vulnerable to process technology advances utilized by competitors to manufacture
higher performance or lower cost products. There is no assurance that the
Company will be able to compete successfully in the future.

PATENTS, LICENSES AND INTELLECTUAL PROPERTY CLAIMS

   The Company's success depends in part on its ability to obtain patents,
licenses and other intellectual property rights covering its products and
manufacturing processes. To that end, the Company has in the past acquired
certain patents and patent licenses and intends to continue to seek patents on
its inventions and manufacturing processes in appropriate circumstances. The
process of seeking patent protection can be long and expensive and there can be
no assurance that patents will issue from currently pending or future
applications or that existing patents or any new patents that may be issued will
be of sufficient scope or strength to provide meaningful protection or any
commercial advantage to the Company. The Company may be subject to or may
initiate interference proceedings in the patent office, which can demand
significant financial and management resources. As is typical in the
semiconductor industry, the Company has from time to time received, and may in
the future receive, communications alleging possible infringement of patents or
other intellectual property rights of others. Based on industry practice, the
Company believes that any necessary licenses or other rights are often
obtainable on commercially reasonable terms, but no assurance can be given that
licenses would be available or that litigation would not ensue. Litigation,
which could result in substantial cost to and diversion of effort by the
Company, may be necessary to enforce patents or other intellectual property
rights of the Company or to 


                                       22
<PAGE>   23
defend the Company against claimed infringement of the rights of others. The
failure to obtain necessary licenses or other rights or litigation could have a
material adverse effect on the Company's operations. See "Risk Factors --
Litigation."

ENVIRONMENTAL AND OTHER GOVERNMENTAL REGULATIONS

   Certain of the Company's foundry and assembly subcontractors are subject to a
variety of government regulations related to the discharge or disposal of toxic,
volatile or otherwise hazardous chemicals used in their manufacturing process.
The failure by the Company's subcontractors to comply with present or future
environmental regulations could result in fines, suspension of production or
cessation of operations. Such regulations could also require the subcontractors
to acquire equipment or to incur substantial other expenses to comply with
environmental regulations. If substantial additional expenses were incurred by
the Company's subcontractors, product costs could significantly increase, thus
materially adversely affecting the Company's results of operations.
Additionally, the Company is subject to a variety of government regulations
relating to its operations, such as environmental, labor and export control
regulations. While the Company believes it has all permits necessary to conduct
its business, the failure to comply with present or future regulations could
result in fines being imposed on the Company or suspension or cessation of
operations. Any failure by the Company or its subcontractors to control the use
of, or adequately restrict the discharge of hazardous substances could subject
it to future liabilities, and could have a material adverse effect on the
Company.

ATTRACTION AND RETENTION OF KEY PERSONNEL

   The Company's future success is dependent upon its ability to hire and retain
qualified technical and management personnel, particularly highly skilled design
engineers involved in new product development. The competition for such
personnel is intense and there can be no assurance that the Company will be able
to attract and retain skilled and experienced personnel in the future. Any
failure to attract or retain such personnel could adversely affect the Company's
future prospects and profitability.

VOLATILITY OF STOCK PRICE

   The Company's Common Stock has experienced substantial price volatility and
such volatility may occur in the future, particularly as a result of quarter to
quarter variations in the actual or anticipated financial results of, or
announcements by, the Company, its competitors, its customers, and other
companies in the semiconductor industry. In addition, the stock market has
experienced extreme price and volume fluctuations which have affected the market
price of many technology companies in particular and which have often been
unrelated to the operating performance of these companies. Broad market
fluctuations, as well as general economic and political conditions, may
adversely affect the market price of the Common Stock.


                                       23
<PAGE>   24
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

   Index to Financial Statements

Financial Statements

<TABLE>
<CAPTION>
                                                                           Page
<S>                                                                        <C>
   Report of Independent Accountants                                         25

   Consolidated Balance Sheets at September 30, 1997 and 1996                26

   Consolidated Statements of Operations for the Years Ended
   September 30, 1997, 1996 and 1995                                          27

   Consolidated Statements of Stockholders' Equity for the Years
   Ended September 30, 1997, 1996 and 1995                                    28

   Consolidated Statements of Cash Flows for the Years Ended
   September 30, 1997, 1996 and 1995                                          29

   Notes to Consolidated Financial Statements                              30-40

   Financial Statement Schedule:

   II  Valuation and Qualifying Accounts                                    S-1
</TABLE>


   Schedules not listed above have been omitted because they are not applicable
or are not required or the information required to be set forth therein is
included in the Financial Statements or notes thereto.



                                       24
<PAGE>   25
REPORT OF INDEPENDENT ACCOUNTANTS

TO THE STOCKHOLDERS AND BOARD OF DIRECTORS
OF SEEQ TECHNOLOGY INCORPORATED

   In our opinion, the consolidated financial statements listed in the
accompanying index present fairly, in all material respects, the financial
position of SEEQ Technology Incorporated and its subsidiary at September 30,
1997 and 1996, and the results of their operations and their cash flows for each
of the three fiscal years in the period ended September 30, 1997, in conformity
with generally accepted accounting principles. These financial statements are
the responsibility of the Company's management; our responsibility is to express
an opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.






PRICE WATERHOUSE LLP

San Jose, California
October 24, 1997


                                       25
<PAGE>   26
CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                      SEPTEMBER 30,      SEPTEMBER 30,
(Thousands, except share amounts)                                              1997               1996
-------------------------------------------------------------------------------------------------------
<S>                                                                   <C>                <C>
ASSETS
Current assets:
Cash and cash equivalents                                                  $  6,937           $  3,974
Accounts receivable, less allowances for sales
    returns and doubtful accounts of $245 and $240                            7,284              8,235
Inventories                                                                   3,176              5,352
Deferred tax asset                                                            1,950                 --
Other current assets                                                            332                368
-------------------------------------------------------------------------------------------------------
Total current assets                                                         19,679             17,929
-------------------------------------------------------------------------------------------------------
Property and equipment:
Machinery and equipment                                                       8,265              8,923
Furniture and fixtures                                                        3,931              2,680
Leasehold improvements                                                          403                401
-------------------------------------------------------------------------------------------------------
                                                                             12,599             12,004
Accumulated depreciation and amortization                                    (8,215)            (7,746)
-------------------------------------------------------------------------------------------------------
                                                                              4,384              4,258

Other assets                                                                  2,977              4,248
-------------------------------------------------------------------------------------------------------
                                                                           $ 27,040            $26,435
=======================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable                                                           $  1,582           $  6,271
Accrued salaries, wages and employee benefits                                   698                586
Other accrued liabilities                                                       997                754
Deferred income on sales to distributors                                        146                270
Current portion of capitalized lease obligations                              1,091                895
-------------------------------------------------------------------------------------------------------
Total current liabilities                                                     4,514              8,776
-------------------------------------------------------------------------------------------------------
Long-term liabilities                                                         3,308              3,466
-------------------------------------------------------------------------------------------------------
Commitments and contingencies (see Notes 3, 8 and 11.)
Stockholders' equity:
Preferred stock, $0.01 par value; 1,000,000
    shares authorized, no shares outstanding                                     --                 --
Common stock, $0.01 par value; 40,000,000 shares
    authorized, 30,427,700 and 30,245,113 shares outstanding                    304                302
Additional paid-in capital                                                  123,760            123,424
Accumulated deficit                                                        (104,846)          (109,533)
-------------------------------------------------------------------------------------------------------
Total stockholders' equity                                                   19,218             14,193
-------------------------------------------------------------------------------------------------------
                                                                           $ 27,040           $ 26,435
=======================================================================================================
</TABLE>

See accompanying notes to consolidated financial statements


                                       26
<PAGE>   27
CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
(Thousands, except per share amounts)                             Year Ended September 30,
--------------------------------------------------------------------------------------------------
                                                           1997              1996             1995
                                                           ----              ----             ----
<S>                                                     <C>               <C>              <C>    
Revenues                                                $31,423           $31,338          $22,512
                                             -----------------------------------------------------
Costs and expenses:
Cost of revenues                                         19,498            20,680           14,758
Research and development                                  3,446             3,303            3,069
Marketing, general and administrative                     5,397             4,579            3,827
Restructuring and other, net                                 --                --             (399)
--------------------------------------------------------------------------------------------------
                                                         28,341            28,562           21,255
--------------------------------------------------------------------------------------------------
Income from operations                                    3,082             2,776            1,257
Interest expense                                           (357)             (240)            (431)
Interest and other income, net                              382               403              518
Settlement costs                                           (300)               --               --
--------------------------------------------------------------------------------------------------
Income before provision for income taxes                  2,807             2,939            1,344
Income tax  provision                                     1,880               (88)             (14)
--------------------------------------------------------------------------------------------------
Net income                                               $4,687            $2,851           $1,330
==================================================================================================
Net income per share:
Primary                                                   $0.15             $0.09            $0.05
Fully diluted                                              0.15              0.09             0.04

Shares used in per share calculations:
Primary                                                  31,707            32,032           29,205
Fully diluted                                            32,180            32,148           30,894
==================================================================================================
</TABLE>

See accompanying notes to consolidated financial statements


                                       27
<PAGE>   28
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
-------------------------------------------------------------------------------

Years ended September 30, 1997, 1996 and 1995

<TABLE>
<CAPTION>
                                 Common Stock      Additional
                               -----------------    Paid-in   Accumulated
(In Thousands)                 Shares     Amount    Capital      Deficit       Total
                               ------     ------    -------      -------       -----
<S>                            <C>        <C>      <C>         <C>             <C>   
Balance at September 30, 1994  25,800      $258     $117,512    $(113,714)     $4,056
Issuance to employees under                                    
employee stock plans              601         6          733           --         739
Common stock issued in                                         
settlement of litigation          475         5          891           --         896
Exercise of warrants            2,894        29        3,718           --       3,747
Net income                         --        --           --        1,330       1,330
-------------------------------------------------------------------------------------
Balance at September 30, 1995  29,770       298      122,854     (112,384)     10,768
Issuance to employees under                                    
employee stock plans              339         3          475           --         478
Exercise of warrants              136         1           95           --          96
Net income                         --        --           --        2,851       2,851
-------------------------------------------------------------------------------------
Balance at September 30, 1996  30,245       302      123,424     (109,533)     14,193
Issuance to employees under                                    
employee stock plans              183         2          336           --         338
Net income                                                          4,687       4,687
-------------------------------------------------------------------------------------
Balance at September 30, 1997  30,428     $ 304    $ 123,760   $ (104,846)   $ 19,218
======================================================================================
</TABLE>

See accompanying notes to consolidated financial statements


                                       28
<PAGE>   29
CONSOLIDATED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                 Year Ended September 30,
                                                         ---------------------------------------
(Increase/(decrease) in cash and cash          
equivalents, in thousands)                                      1997          1996         1995
-------------------------------------------------------------------------------------------------
<S>                                                             <C>           <C>          <C>   
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                      $4,687        $2,851       $1,330
Adjustments to reconcile net income to net cash
provided by (used for) operating activities:
Depreciation and amortization                                    1,808         1,173          717
Restructuring and other                                             --            --         (399)
(Gain) on disposal of equipment                                    (62)          (10)         (19)
Deferred tax asset                                              (1,950)           --           --
Changes in assets and liabilities:
Accounts receivable                                                951        (4,335)        (646)
Inventories                                                      2,176        (3,122)         (92)
Other current assets                                                36          (156)         738
Other assets                                                      (446)       (1,068)        (297)
Accounts payable                                                (4,689)        4,333       (1,247)
Accrued salaries, wages and employee benefits                      112           119         (319)
Other accrued liabilities and deferred income on sales             119            74       (1,421)
to distributors
Long term obligations                                             (150)         (126)        (499)
------------------------------------------------------------------------------------------------
Net cash provided by (used in) operating activities              2,592          (267)      (2,154)
------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures                                              (227)         (334)        (851)
Proceeds on disposal of equipment                                   96            10           46
Release of funds held in escrow                                  1,200         1,000          300
Short-term investments in restricted account                        --         3,000           --
-------------------------------------------------------------------------------------------------
Net cash provided by (used in) investing activities              1,069         3,676         (505)
-------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on short-term borrowings                                   --        (3,000)          --
Payments of capital lease obligations                           (1,036)         (691)        (398)
Proceeds from issuance of stock                                    338           574        4,486
-------------------------------------------------------------------------------------------------
Net cash provided by (used in) investing activities               (698)       (3,117)       4,088
-------------------------------------------------------------------------------------------------
Net increase in cash and cash equivalents                        2,963           292        1,429
Cash and cash equivalents at beginning of period                 3,974         3,682        2,253
=================================================================================================
Cash and cash equivalents at end of period                      $6,937        $3,974       $3,682
=================================================================================================
SUPPLEMENTAL DISCLOSURES OF CASH PAID DURING THE YEAR:
Interest                                                          $345          $264         $464
Taxes                                                               53            21            7
Capitalized lease obligations incurred for the
acquisition of equipment                                        $1,224        $3,367          $94
Issuance of stock for settlement of litigation                  $   --        $   --         $896
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes to consolidated financial statements


                                       29
<PAGE>   30
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. THE COMPANY

SEEQ Technology Incorporated (the "Company" or "SEEQ"), incorporated in
Delaware, was formed on January 13, 1981 to engage in the development,
production and sale of state-of-the-art, high technology semiconductor devices.

For purposes of presentation, the Company has indicated its fiscal year as
ending on September 30; whereas, in fact, the Company operates on a 52/53-week
fiscal year ending on the last Sunday in September of each year. Fiscal 1995 and
1997 are 52-week years and fiscal 1996 is 53 weeks. Two customers accounted for
approximately 25% and 17% of revenues in fiscal 1997, two customers accounted
for approximately 42% and 10% of revenues in fiscal 1996, and two customers
accounted for approximately 17% and 16% of the Company's revenues in fiscal
1995. Sales to foreign customers in fiscal years 1997, 1996, and 1995
represented 31%, 25%, and 38% , respectively, of revenues during such years.
During fiscal years 1997, 1996, and 1995, approximately $3.1 million, $2.0
million, $2.3 million, respectively, represented sales to customers in Europe,
and $6.1 million, $5.8 million, $6.2 million, respectively, represented sales to
customers in the Asia/Pacific region. Sales to other foreign geographical
regions during such years were not material.

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION. The consolidated financial statements include the
accounts of SEEQ Technology Incorporated and its wholly owned subsidiary. Upon
consolidation, all significant inter-company accounts and transactions are
eliminated. The preparation of financial statements in conformity with generally
accepted accounting principals requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from these estimates.

CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS. The Company considers all highly
liquid investment instruments with a maturity of three months or less at the
time of the purchase to be cash equivalents. The Company classifies its debt and
equity securities, which are comprised of (i) investments in high grade
commercial paper included in cash and cash equivalents and, (ii) the escrow
account relating to the EEPROM technology sold to Atmel in the EEPROM Asset
Sale, as available-for-sale; any significant unrealized holding gains or losses
will be excluded from earnings and reported net of the income tax effect in a
separate component of stockholders' equity.

INVENTORIES. Inventories are stated at the lower of cost or market. Cost is
determined on a first-in, first-out basis.

Inventories consist of the following (in thousands):

<TABLE>
<CAPTION>
                                            September 30,
                                       1997               1996
   -----------------------------------------------------------
<S>                                   <C>               <C> 
   Raw materials                      $   --            $   22
   Work in process                       437             3,147
   Finished goods                      2,739             2,183
   ===========================================================
                                      $3,176            $5,352
   ===========================================================
</TABLE>

PROPERTY AND EQUIPMENT. Property and equipment is recorded at cost. Depreciation
is computed using the straight-line method over the estimated useful lives of
assets, generally five years. Depreciation of leasehold improvements is computed
using the shorter of the remaining term of the leases or the estimated useful
lives of the improvements. Depreciation for federal tax purposes is computed
using accelerated methods.

NON-RECURRING PRODUCTION TRANSFER COSTS. Non-recurring costs such as tooling and
engineering costs resulting from the transfer of current product to new
foundries are capitalized and amortized to cost of revenues over the shorter of:
the remaining life of the product, the term of the foundry agreement or two
years. Non-recurring costs which are associated with the development of new
products are expensed as research and development costs when incurred. . During
fiscal 1997, the Company capitalized $250,000 of non-recurring product transfer
costs and amortized $517,000 of accumulated costs. 



                                       30
<PAGE>   31
During fiscal 1996, the Company capitalized $835,000 of non-recurring product
transfer costs of which $231,000 was amortized in the same period. Non-recurring
product transfer costs in fiscal 1995 were not material.

SALES TO DISTRIBUTORS. The Company sells to certain domestic distributors under
agreements allowing certain rights of return and price protection on unsold
merchandise. Such sales are not recognized for financial reporting purposes
until the merchandise is sold by the distributor, as reported by the distributor
for its fiscal month end closest to that of the Company. Upon shipment of
semiconductor devices by the Company, amounts billed to domestic distributors by
the Company are included as accounts receivable; inventory is relieved; and the
sale and estimated gross profit are deferred until all the conditions of sale
are met. Semiconductor revenue from sales to international distributors are
recognized at the time of shipment. The level of inventory maintained at
international distributors that is subject to returns and allowances is not
material.

CONCENTRATION OF CREDIT RISK. Financial instruments which potentially subject
the Company to concentration of credit risk consist primarily of cash
equivalents and accounts receivable. The Company invests primarily in money
market accounts and high grade commercial paper.

The Company's accounts receivable are derived primarily from sales to customers
located in the U.S., Europe and Asia/Pacific Rim. The Company performs ongoing
credit evaluations of its customers and generally does not require collateral.

At September 30, 1997, outstanding receivables from three customers accounted
for 27%, 24%, and 10% of the Company's accounts receivable. At September 30,
1996, outstanding receivables from three customers accounted for 45%, 11%, and
11% of the Company's accounts receivable.

NET INCOME PER SHARE. Net income per share is computed using the weighted
average number of common and common equivalent shares outstanding during the
period. Common equivalent shares consist of stock options (using the "treasury
stock" method). Common equivalent shares are excluded from the computation if
their effect is anti-dilutive.

STOCK BASED COMPENSATION: The Company accounts for stock based compensation
using the intrinsic value method prescribed in Accounting Principles Board
opinion No. 25 "Accounting for Stock Issued to Employees." The Company's policy
is to grant options with an exercise price equal to the fair market value of the
underlying common stock as determined by the Board of Directors on the grant
date. The Company provides additional pro-forma disclosures as required under
Statement of Financial Accounting Standards No. 123 ("SFAS 123"), "Accounting
for Stock-Based Compensation. See Note 6.

RECENT ACCOUNTING ANNOUNCEMENTS. Statement of Financial Accounting Standards No.
128 (SFAS 128), "Earnings Per Share (EPS)", was issued in February 1997. Under
SFAS 128, the Company will be required to disclose basic EPS and diluted EPS,
for all periods for which an income statement is presented, which will replace
the disclosures currently being made for primary EPS and fully-diluted EPS. SFAS
128 requires adoption for fiscal periods ending after December 15, 1997. Pro
forma disclosure of basic EPS and diluted EPS for the current reporting and
comparable periods in the prior year are as follows:

<TABLE>
<CAPTION>
                                    Fiscal Year Ended
                              Sep. 30,  Sep. 30,   Sep. 30,
                                1997      1996       1995
                                ----      ----       ----
<S>                            <C>       <C>        <C>  
Earnings per share
Basic                          $0.15     $0.09      $0.05
Diluted                        $0.15     $0.09      $0.04
</TABLE>



                                       31
<PAGE>   32
NOTE 3. SALE OF EEPROM ASSETS AND SEEQ COMMON STOCK TO ATMEL.

Pursuant to the Asset Purchase Agreement dated February 7, 1994 (the "Asset
Purchase Agreement"), by and between SEEQ and Atmel Corporation ("Atmel"), Atmel
purchased the assets of SEEQ related to its electrically erasable programmable
read only memory ("EEPROM") products (the "EEPROM Asset Sale"). Under the terms
of the Asset Purchase Agreement, Atmel acquired all of SEEQ's rights in assets
related to SEEQ's EEPROM products, including intellectual property, equipment,
inventory and a portion of the accounts receivable. The purchase price for such
assets consisted of 135,593 shares of Atmel's common stock and $481,632 in cash.
In addition, Atmel assumed certain liabilities under equipment leases for
equipment used in producing EEPROM products.

During the third quarter of fiscal 1994, SEEQ sold the 135,593 shares of Atmel
Common Stock it received in the EEPROM Asset Sale for total proceeds of
$6,693,000, reflecting a gain on the sale of $1,693,000. A significant portion
of the proceeds from the stock sale was deposited in two escrow accounts subject
to claims of indemnity by Atmel under the Asset Purchase Agreement. One escrow
account, which contained $600,000, was subject to claims by Atmel with respect
to the equipment, inventory and accounts receivable sold to Atmel in the EEPROM
Asset Sale. Atmel asserted a claim for the full amount deposited in this escrow
account. On January 30, 1995, the Company entered into an agreement with Atmel
to settle Atmel's claim. Under the terms of the agreement, $250,000 was
distributed to Atmel and the remaining $350,000 was distributed to the Company.
The second escrow account, which initially contained $4,329,000 (recorded as
other assets), is subject to any future claims that may be made by Atmel with
respect to the EEPROM technology sold to Atmel in the EEPROM Asset Sale. During
the first quarter of fiscal 1995, the fourth quarter of fiscal 1996, and the
fourth quarter of fiscal 1997, $300,000 $1,000,000, and 1,200,000 respectively,
was distributed to SEEQ from the escrow account, leaving $1,829,000 on deposit
therein as of September 30, 1997 (excluding interest earned to date of
$698,000). Such amount is included in "Other assets" in the accompanying
"Consolidated Balance Sheet." Atmel has notified SEEQ that, based on certain
claims asserted by HMC, one of SEEQ's foundries and joint development partners,
that SEEQ previously granted HMC certain license rights to the EEPROM
technology. In 1994 Atmel believed that it may have been entitled to assert a
claim against this escrow account, although Atmel has not done so to date. The
funds in this escrow account will remain in escrow until February 1999, or until
a determination is made that SEEQ is entitled to such funds under any release
condition in the escrow agreement, or if Atmel makes a claim prior to February
1999 under such escrow, then until such claim is resolved by a court.

In connection the EEPROM Asset Sale, Atmel acquired 3,614,701 shares of SEEQ's
Common Stock pursuant to the Stock Purchase Agreement dated February 7, 1994,
representing approximately 14% of SEEQ's outstanding shares of Common Stock as
of such date. Such shares were purchased at a price of $1.25 per share, for a
total purchase price of $4,518,376. The Company filed a registration statement
for these shares that became effective with the Securities and Exchange
Commission on March 24, 1995.

NOTE 4. RESTRUCTURINGS.

In connection with the EEPROM Asset Sale and the Company's decision in fiscal
1994 to discontinue its end-user Ethernet adapter board product line, the
Company adopted a restructuring plan, pursuant to which , among other things,
certain business operations were discontinued, certain facilities were
eliminated and certain employees were terminated. The restructuring reserves are
included as part of other accrued liabilities and long term liabilities.


                                       32
<PAGE>   33
The following table summarizes the restructuring activity in fiscal 1995, 1996
and 1997 (in thousands):

<TABLE>
<CAPTION>
                                     Restructure   Utilization              Utilization               Utilization              
                         Reserve       Benefit      (Benefit)     Reserve     (Benefit)    Reserve     (Benefit)    Reserve
                            at         (Charge)      Charge          at        Charge         at         Charge       at
                         Sept. 30,    Recorded in     During      Sept. 30,    During      Sept. 30,     During     Sept. 30,
                          1994        Fiscal 1995   Fiscal 1995     1995     Fiscal 1996     1996      Fical 1997     1997
-------------------------------------------------------------------------------------------------------------------------
<S>                     <C>          <C>           <C>            <C>       <C>            <C>         <C>         <C>  
Facility lease,
inventory and
other equipment
costs                     $  (616)      $    11       $   605         $--         $--         $--         $--       $  --
-------------------------------------------------------------------------------------------------------------------------
EEPROM Asset Sale
Restructuring
  Costs of assets
    transferred               (55)         (195)          250          --          --          --          --          --
  Excess facilities        (2,534)          818           915        (801)        119        (682)        122        (560)
  Discontinued 
    inventories              (150)           51            99          --          --          --          --          --
  Other costs                (292)         (338)          435        (195)        195          --          --          --
-------------------------------------------------------------------------------------------------------------------------
                           (3,031)          336         1,699        (996)        314        (682)        122        (560)
-------------------------------------------------------------------------------------------------------------------------
End-user Ethernet
  adapter board
  products write-off
  Other costs                  --            52           (52)         --          --          --          --          --
-------------------------------------------------------------------------------------------------------------------------
                               --            52           (52)         --          --          --          --          --
=========================================================================================================================
Totals                    $(3,647)      $   399       $ 2,252       $(996)      $ 314       $(682)      $ 122       $(560)
=========================================================================================================================
</TABLE>

EEPROM ASSET SALE RESTRUCTURING

In connection with the EEPROM Asset Sale, the Company incurred certain
restructuring costs or realized certain benefits during fiscal 1995, 1996 and
1997 as follows:

EEPROM Asset Sale. On January 30, 1995 the Company and Atmel entered into a
settlement agreement to settle Atmel's claims made against the $600,000 escrow
account previously established. Under the settlement agreement, $250,000 was
distributed to Atmel and the remaining $350,000 was distributed to the Company.
As a result, the Company recorded a $195,000 charge in fiscal 1995 for that
portion of the settlement which was not previously reserved.

Excess facilities. During fiscal 1994, the Company decided to sublease its
headquarters' office and manufacturing facilities for the approximately eight
years remaining on the term of the lease. The Company recorded reserves
representing the Company's estimate of the difference between the rent payable
by the Company under the lease and the anticipated rent payable to the Company
under a sublease. During the first quarter of fiscal 1995, the Company sublet
the entire facility in which its headquarters and operations were located at a
higher rental rate than previously estimated, and as a result in 1995, recorded
an $818,000 reduction to its restructuring reserves. The Company also recorded
$915,000 of facility lease payments, broker fees and relocation costs in
connection with the sublease. During fiscal 1996, the Company recorded $119,000
of facility lease payments in excess of the sublease amount.

Severance. The Company substantially reduced its workforce as a result of the
termination of 78 employees in the quarter ended March 31, 1994.

Discontinued Inventories. As a result of the EEPROM Asset Sale, the Company
discontinued certain inventories; in fiscal 1995 the Company paid $99,000 to
foundries for inventories.

Excess property and leasehold improvements. In fiscal 1994 the Company wrote off
fixtures and other property and leasehold improvements related to the assets
sold that were no longer usable in the Company's continuing operations.

Other costs. In fiscal 1994, the Company recorded other costs, including
property tax obligations, obsolete computer systems and legal fees. For the
fiscal year ended September 30, 1995, the Company recorded other costs of
approximately $338,000, primarily reflecting legal fees and settlement costs in
connection with the agreement with Hualon Microelectronics Company (see Note 11
Litigation). The Company paid $435,000 for settlement costs, outside foundries
for memory product process development and lease payments for certain equipment
related to EEPROM products. During fiscal 1996, payments of $195,000 for
settlement costs were made.



                                       33
<PAGE>   34
NOTE 5. STOCKHOLDERS' EQUITY

WARRANTS. In fiscal 1991, as a partial consideration for a bank credit
agreement, the Company issued a warrant exercisable for five years to purchase
150,000 shares of the Company's common stock at $1.56 per share; this warrant
was exercised during fiscal 1995. In fiscal 1992, as consideration to extend the
credit agreement for an additional year, the Company issued a warrant
exercisable through August 1, 1995 to purchase 100,000 shares of the Company's
common stock at $3.13 per share; this warrant was not exercised and therefore
expired in fiscal 1995. In fiscal 1993, in conjunction with a foreign equity
offering, warrants were issued to purchase 120,385 shares of common stock at
$1.25 per share. During fiscal 1995 and 1996, 84,270 and 36,115 of these
warrants were exercised, respectively. In the third quarter of fiscal 1993, as
part of a public offering of 4.6 million shares of the Company's common stock,
warrants to purchase an additional 2.3 million shares at $1.40 per share were
issued. In addition, the selling agent was granted warrants to purchase 460,000
shares of common stock at $1.06 per share. During fiscal 1995, all of the 2.3
million warrants at $1.40 per share were exercised and 360,000 of the $1.06 per
share warrants were exercised, the remaining 100,000 of these warrants were
exercised in fiscal 1996. The value of these warrants was immaterial at the date
of issuance for fiscal years 1993, 1992 and 1991.

PREFERRED STOCK. At September 30, 1997, 1,000,000 shares of preferred stock are
authorized for issuance with no shares outstanding. Attributes of the preferred
stock such as dividend rates, voting rights, and liquidation preferences, are
subject to determination by the Company's Board of Directors upon issuance.

COMMON SHARES. The Company's amended articles of incorporation authorize the
issuance of up to 40,000,000 common shares. The following table summarizes
shares of common stock reserved for issuance as of September 30, 1997:

<TABLE>
<S>                                   <C>
Issuable upon                         Number of Shares
------------------------------------------------------
Exercise of stock options,
  including shares available      
  for option grants                          5,470,316
Periodic Purchase Plan                          68,143
------------------------------------------------------
                                             5,538,459
======================================================
</TABLE>

STOCK PURCHASE RIGHTS. In April 1995, the Company implemented a plan to protect
stockholder's rights in the event of a proposed takeover of the Company, which
was amended in August 1997 to change the definition of an acquirer. Under the
plan, each share of the Company's outstanding common stock carries one Preferred
Share Purchase Right (Right). Each Right entitles the holder, under certain
circumstances, to purchase one one-hundredth of a share of Preferred Stock of
the Company or its acquirer at a discounted price. The Rights are redeemable by
the Company and expire in 2005.

On April 21, 1995, the Company declared a dividend distribution of one Preferred
Share Purchase Right on each outstanding share of its common stock. The Rights
are designed to assure that all stockholders receive fair and equal treatment in
the event of any proposed takeover of the Company, to guard against partial
tender offers, squeeze-outs, open market accumulations and other tactics that
might be employed to gain control of the Company without paying all stockholders
a control premium. The Rights will be exercisable if a person or group acquires
20% or more of the Company's common stock or announces a tender offer the
consummation of which would result in ownership by a person or group of 20% or
more of the Company's common stock.

Each Right will entitle stockholders to buy one one-hundredth of a share of a
new series of junior participating preferred stock at an exercise price of
$15.00 upon certain events. If, after the Rights become exercisable, the Company
is acquired in a merger or other business combination transaction, or sells 50%
or more of its assets or earnings power, each Right will entitle its holder to
purchase, at the Right's then-current price, a number of the acquiring company's
common shares having a market value at the time of twice the Right's exercise
price. In addition, if a person or group acquires 20% or more of the Company's
outstanding common stock, each Right will entitle its holder (other than such
person or members of such group) to purchase, at the Right's then-current
exercise price, a number of the Company's common shares (or cash, other
securities or property) having a market value of twice the Right's exercise
price. At any time within ten days after a person or group has acquired
beneficial ownership of 20% or more of the Company's common stock, the Rights
are redeemable for one cent per Right at the option of the Board of Directors.
The Rights are intended to enable all stockholders to realize the long-term
value of their investment in the Company. The Rights will not prevent a
takeover, but should encourage anyone seeking to acquire the Company to
negotiate with the Board of Directors 


                                       34
<PAGE>   35
prior to attempting a takeover. The dividend distribution was made on May 2,
1995 payable to stockholders of record on that date. The Rights will expire on
May 2, 2005.

NOTE 6.  EMPLOYEE STOCK PLANS

PERIODIC PURCHASE PLAN. All employees who have met the minimum service period
are eligible to participate in the Company's Periodic Purchase Plan. Employees
may purchase shares subject to the Plan at a price not less than 85% of the
lesser of the fair market value at the beginning or end of the offering period.
The term of each offering period is six months. During fiscal 1997, 1996, and
1995, 29,000, 30,000, and 15,000 shares were issued at weighted average purchase
prices of $2.33, $2.36, and $0.90 per share, respectively. At September 30,
1997, 68,143 shares are available for issuance under the plan.

STOCK OPTION PLANS. During fiscal 1982, the Company adopted two stock option
plans; an incentive plan for employees and a non-statutory plan for certain
employees, directors, sales representatives, distributors and consultants. The
plans were subsequently combined. Under the restated plan, as amended, a total
of 7,760,000 shares of common stock have been reserved for issuance under the
combined plan, including an increase of 1,400,000 shares of common stock,
approved by the stockholders at the Annual Meeting held March 21, 1996. Options
are granted for a period not in excess of ten years from the date of grant.
Terms for exercising options are determined by the Board of Directors. Options
outstanding at September 30, 1997 become exercisable in cumulative increments
proportionately over a four-year period from the date of grant, except that if
termination occurs within six months from commencement date, no options are
exercisable. Options are granted to purchase shares at prices not less than the
fair market value at the date of grant. The plan expires in 2002.

In fiscal 1990, the Company adopted a non-statutory stock option plan for
non-employee directors. A total of 200,000 shares of common stock were reserved
for issuance under the plan. Options are automatically granted to eligible board
members at the director's initial election or appointment and subsequent annual
meetings commencing with the second annual meeting following the date of initial
election or appointment. In March 1996, the stockholders approved an amendment
to the plan to provide for a special one-time option grant to two non-employee
members of the Company's Board of Directors. Options to purchase a combined
total of 40,000 shares were granted. Options are exercisable after an initial
six month waiting period following the date of grant at prices not less than the
fair market value on the date of the grant. Options are subject to repurchase
rights by the Company to the extent that they are not vested at the time of
termination of Board membership.

The following table summarizes stock option activity under the stock option
plans (in thousands, except per share amounts):

<TABLE>
<CAPTION>
                                                       Options Outstanding
                                                  -------------------------------
                                      Options                       Weighted
                                     Available                       Average
                                     For Grant          Options  Exercise Price
---------------------------------------------------------------------------------
<S>                                     <C>              <C>              <C>   
Balance at September 30, 1994             1,998          3,121           $1.3608
Granted                                 (1,877)          1,877            1.4761
Exercised                                                (586)            1.2376
Canceled                                  1,043        (1,043)            1.5119
---------------------------------------------------------------------------------
Balance at September 30, 1995             1,164          3,369            1.4000
Additional shares authorized              1,400
Granted                                 (1,013)          1,013            3.3775
Exercised                                                (309)            1.3151
Canceled                                    109          (109)            2.2653
---------------------------------------------------------------------------------
Balance at September 30, 1996             1,660          3,964            1.8925
Granted                                 (1,171)          1,171            1.9485
Exercised                                                (154)            1.7595
Canceled                                    595          (594)            3.2481
================================================================================
Balance at September 30, 1997             1,084          4,387            1.7283
================================================================================
Options exercisable at 
September 30, 1997                                       2,233           $1.6216
================================================================================
</TABLE>


                                       35
<PAGE>   36
The following table summarizes options outstanding and exercisable by price
range as of September 30, 1997.

<TABLE>
<CAPTION>
                                 Options Outstanding                 Options Exercisable
                      ---------------------------------------------------------------------
                                                                                   Weighted
                                   Avg. Remaining      Weighted                    Average
                                  Contractual Life     Average                     Exercise
Exercise Price Range   Options        (Years)       Exercise Price   Options        Price
-------------------------------------------------------------------------------------------
<S>                   <C>         <C>               <C>              <C>           <C>
 $1.0000 - $ 1.3440     558,424         6.24           $1.2087         501,103      $1.2043
 $1.3750 - $ 1.3750   2,079,630         6.79            1.3750       1,261,056       1.3750
 $1.4375 - $ 2.4063   1,187,552         8.84            1.8719         202,636       1.9292
 $2.4380 - $ 7.8750     561,129         8.48            3.2512         268,442       3.3268
-------------------------------------------------------------------------------------------
 $1.0000 - $ 7.8750   4,386,735         7.49           $1.7283       2,233,237      $1.6216
===========================================================================================
</TABLE>

As described in Note 2 to the financial statements, the Company has adopted only
the disclosure provisions as permitted by SFAS 123. As all options were granted
at an exercise price equal to the market value of the Company's common stock at
the date of grant, no compensation cost has been recognized in the Company's
statements of operations.

For pro forma disclosure purposes only, the Company has calculated the estimated
grant date fair value using the Black-Scholes Model. The Black-Scholes Model, as
well as other currently accepted option valuation models, was developed to
estimate the fair value of freely tradable, fully transferable options without
vesting restrictions, which significantly differ from the Company's stock option
awards. These models also require highly subjective assumptions, including
future stock price volatility and expected time until exercise which greatly
affect the grant date fair value.

The following weighted average assumptions are included in the estimated grant
date fair value calculations for the Company's stock option awards:

<TABLE>
<CAPTION>
                                 Employee Stock Options      Employee Stock Purchase Plan
                                 ----------------------      ----------------------------
                                  1997            1996            1997           1996
                                  ----            ----            ----           ----
<S>                               <C>             <C>             <C>            <C> 
Expected dividend yield           0.0%            0.0%            0.0%           0.0%
Risk-free interest rate           6.4%            5.9%            5.3%           5.4%
Expected volatility                68%            63%            95.7%           54.2%
Expected life (in years)            4              4              0.5             0.5
</TABLE>

The weighted average estimated grant date fair value, as defined by SFAS 123,
for options granted during fiscal 1997 and 1996 was $1.05 and $1.72 per option,
respectively.

PRO FORMA NET INCOME AND NET INCOME PER SHARE. Had the Company recorded
compensation costs based on the estimated grant date fair value (as defined by
SFAS 123) for awards granted under its stock option plans and stock purchase
plan, the Company's net income and net income per share would have been reduced
to the pro forma amounts below for the years ended September 30, 1997 and 1996
(in thousands, except per-share amounts):

<TABLE>
<CAPTION>
                                                            1997         1996
                                                            ----         ----
<S>                                                    <C>         <C>      
Net income - pro-forma                                 $   4,192   $   2,162

Net income per share - pro-forma                       $     0.13  $     0.07
</TABLE>



                                       36
<PAGE>   37
NOTE 7.  SHORT-TERM NOTE PAYABLE

In November 1993, the Company entered into a two-year line of credit agreement,
subject to renewal, with the CIT Group ("CIT"). Although the Company was not
required to make use of the bank line of credit, during the second quarter of
fiscal 1994 it used cash resources to reduce its effective short-term credit
borrowings interest rate by borrowing the minimum required borrowings of
$3,000,000 under a secured bank line of credit with CIT, and investing the
proceeds in a short-term certificate of deposit (restricted cash). Effective
November 22, 1995, the Company renewed the credit facility with CIT for a two
year term. Under the renewed credit agreement, the minimum borrowing requirement
was reduced to $1,500,000 and was only applicable in the event the Company had a
loan balance outstanding with CIT. Thus the Company liquidated its restricted
cash and repaid the note payable to bank in November 1995. The credit agreement
with CIT was terminated by the Company in August 1996. The agreement was
replaced at that time by a one-year revolving line of credit agreement with
Silicon Valley Bank.

In August 1997, the Company renewed its one-year revolving line of credit
agreement with. Silicon Valley Bank. Under the terms of the bank revolving line
of credit, the Company could borrow the lesser of $7,000,000 or an amount
determined by a formula applied to eligible accounts receivable, at a variable
interest rate equal to the prime rate plus 0.25%. The revolving line of credit
is secured by a first position security interest in the Company's assets,
including intellectual property, and expires August 18, 1998. The loan agreement
requires the Company to maintain a profit each fiscal year and to maintain
certain financial ratios. The loan agreement also requires the Company to
maintain a level of tangible net worth which, in effect, limits the ability of
the Company to make payments of cash dividends. As of September 30, 1997, the
Company was in compliance with all of the covenants of the credit agreement.
There were no borrowings outstanding under this revolving line of credit as of
September 30, 1997.

NOTE 8.  LONG-TERM OBLIGATIONS AND COMMITMENTS

Long-term obligations consisted of the following (in thousands):


<TABLE>
<CAPTION>
                                     September 30,
                                  1997               1996
---------------------------------------------------------
<S>                             <C>                <C>   
Capitalized lease obligations   $3,468             $3,280
Facility lease obligations         931              1,081
=========================================================
                                 4,399              4,361
Less: current portion          (1,091)              (895)
=========================================================
                                $3,308             $3,466
=========================================================
</TABLE>

The Company leases its facilities and certain manufacturing and office equipment
under non-cancelable lease arrangements. The major facility lease expires in
2005 and provides for base rental rates which are increased at various times
during the term of the lease and for a renewal option to extend the lease for an
additional five-year period. The non-cancelable equipment leases are for terms
of three to five years and generally provide for the lessor to retain the
depreciation for income tax purposes. Most of the leases require the Company to
pay property taxes, insurance and normal maintenance and repairs.

Leases meeting certain specific criteria are accounted for as the acquisition of
an asset and the incurrence of a liability (i.e., a capital lease). Assets
recorded as property and equipment under capital leases were as follows:

<TABLE>
<CAPTION>
                                            September 30,
(Thousands)                           1997                 1996
---------------------------------------------------------------
<S>                                 <C>                  <C>   
Machinery and equipment             $3,505               $3,195
Furniture and fixtures               1,181                  266
---------------------------------------------------------------
                                     4,686                3,461
Accumulated amortization           (1,154)                (309)
==============================================================
                                    $3,532               $3,152
==============================================================
</TABLE>


                                       37
<PAGE>   38
Minimum future lease payments (in thousands) for non-cancelable leases as of
September 30, 1997 were as follows:

<TABLE>
<CAPTION>
Years ended                                 Operating     Capital
September 30,                                Leases       Leases
--------------------------------------------------------------------
<S>                                               <C>        <C>   
1998                                            $  652      $ 1,377
1999                                               658        1,235
2000                                               687          820
2001                                               702          574
2002                                               650           88
Thereafter                                       1,183           --
--------------------------------------------------------------------
Total minimum lease payments                    $4,532        4,094
                                               -------      -------
Less: amount representing interest                            (626)
                                                            -------
Present value of minimum
lease payments                                                3,468
Less: current portion                                       (1,091)
                                                            -------
Long term lease obligations                                 $ 2,377
===================================================================
</TABLE>

Rental expense under all operating leases was $622,000 for fiscal 1997, $634,000
for fiscal 1996, and $597,000 for fiscal 1995.

NOTE 9.  INCOME TAXES

For fiscal 1997 the Company recognized a portion of its deferred tax asset in
the amount of $1,950,000. This was partially offset by a provision of $70,000
for income taxes. For fiscal 1996 and 1995, the Company recorded provisions of
$88,000 and $14,000, respectively, for income taxes. The Company's provisions
were computed by applying the estimated annual tax rate to income taxes, taking
into account net operating loss carryforwards and alternative minimum taxes. At
September 30, 1997, the Company had net operating loss carryforwards of
approximately $103,400,000 for federal income tax purposes, which may be
utilized to reduce future taxable income. These carryforwards expire in varying
amounts from 1998 through 2010. Under the Tax Reform act of 1986, the amounts
of and the benefit from net operating losses that can be carried forward may be
impaired or limited in certain circumstances. Events which may cause changes in
the amount of net losses that the Company may utilize in any one year include,
but are not limited to, a cumulative stock ownership change of more than 50%
over a three year period.

Deferred tax assets (liabilities) are comprised of the following (in thousands):

<TABLE>
<CAPTION>
                                             September 30, 1997  September 30, 1996
                                             ------------------  ------------------
<S>                                          <C>                 <C>
Federal and state loss and credit                $ 37,461             $39,165
carryforwards
Inventory reserves and basis differences              840                 168
Accounts receivable and sales return                  160                 215
reserves
Compensation accruals                                  58                  52
Restructuring accruals                                229                 278
Other                                                  --                  51
                                                 --------            --------
Deferred tax assets                                38,748              39,929
Valuation allowance                               (36,787)            (39,929)
Deferred tax liabilities                              (11)                 --
                                                 --------            -------- 
   Net deferred tax assets                       $  1,950            $     --
                                                 ========            ======== 
</TABLE>

In applying SFAS 109, management has fully reserved net deferred tax assets that
may be realized beyond one year after the balance sheet date because of the
uncertainty regarding their realization. The deferred tax assets valuation
allowance at September 30, 1997 and September 30, 1996 is attributed to U.S.
federal and stated deferred tax assets. Management believes sufficient
uncertainty exists such that a valuation allowance of $36,787,000 and
$39,929,000 against those net deferred tax assets is required at September 30,
1997 and September 30, 1996, respectively. If these reserved deferred tax
assets are recognized, they will reduce the Company's federal and state tax
provisions. During fiscal 1997, the Company recognized $1,950,000 of assets
previously reserved, reducing the valuation allowance by a corresponding amount.


                                       38
<PAGE>   39
NOTE 10.  DEVELOPMENT AND LICENSE AGREEMENTS

In July 1990, the Company entered into an eight year renewable manufacturing and
technology agreement with Hualon Microelectronics Corporation ("HMC"). HMC
provided foundry services to the Company through the second quarter of fiscal
1994. In fiscal 1994, as a result of the EEPROM Asset Sale and disputes with
HMC, the Company discontinued its use of HMC's foundry services (see Note 11.
Litigation). In August 1995, the Company re-established its foundry and
development relationship with HMC. The Company and HMC agreed to reactivate and
modify their 1990 Foundry and Co-Development Agreement. Under the "amended"
Agreement, HMC will, solely at the Company's request, manufacture wafers for
certain of the Company's products through fiscal 1998. In connection with the
transfer of production from another foundry to HMC, the Company paid
Non-recurring Engineering ("NRE") charges of $240,000. The Company paid
approximately $40,000 of these NRE charges in fiscal 1995 and $200,000 in fiscal
1996. The company did not incur any such NRE charges relating to this agreement
in 1997. The Company has several other foundries which it operates on an
individual purchase order basis.

NOTE 11.  LITIGATION

On March 30, 1994, the Company filed a lawsuit against HMC in which, among other
things, the Company sought a declaration by the court that an alleged license
agreement, pursuant to which HMC had allegedly been granted certain license
rights to the EEPROM technology sold to Atmel (see Note 3), is invalid. In
response to the Company's claims, HMC asserted affirmative defenses and
counterclaims. On August 16, 1995, the Company and HMC entered into a Settlement
Agreement, Release and Tolling Agreement. Under the terms of such Agreement, the
Company agreed, among other things, that the claims asserted against HMC in
respect of the alleged license agreement would be tolled for such time and on
such terms as provided therein. As a result, the Company is not currently
pursuing such claims. The Company is entitled to pursue such claims in the
future, however, subject to the terms of the Settlement Agreement, Release and
Tolling Agreement. In the event that the Company does not cause the alleged
license agreement to be invalidated, Atmel may assert a claim against the
Company under the Asset Purchase Agreement, including a claim for damages, if
suffered by Atmel as a result of HMC's use of any of such technology, and, in
the event any such claim by Atmel is determined to be valid, Atmel may recover
any such damages from the escrow described above. The Company believes that, in
the event of any claim by Atmel, the amount of damages that may be payable by
the Company upon a resolution thereof will not have a material adverse effect on
the Company's cash flow, financial position or results of operations. However,
there can be no assurance as to such matters. Under the terms of the settlement,
the Company agreed to pay HMC $500,000 due in three consecutive monthly
installments beginning in August 1995. The Company further agreed to issue to
HMC 100,000 shares of SEEQ's common stock and reactivate and modify the 1990
Foundry and Co-Development Agreement (see Note 10. Development and License
Agreements).

On November 28, 1995, Level One Communications Incorporated ("Level One") filed
a complaint against the Company, in the United States District Court of Northern
California, alleging patent infringement. In the complaint, Level One claims
that the Company has used and sold products in violation of two of Level One's
patents. Level One seeks immediate and permanent injunctive relief preventing
the Company from making, using, or selling any devices that infringe such
patents and unspecified damages. The Company intends to vigorously contest all
of Level One's claims. Based on the Company's review to date, management
believes that the claims asserted by Level One are without merit and that the
outcome of these legal proceedings will not have a material adverse effect on
the Company's financial position or results of operations, although there can be
no assurance as to such matters. Patent litigation is often highly complex, can
extend for a protracted period of time, can involve substantial cost to the
Company and may divert the attention of the Company's management and technical
personnel, which can substantially increase the cost of such litigation. There
can be no assurance that such costs and diversion of resources would not have a
material adverse effect on the Company's business, financial condition and
results of operations.


As of December 5, 1997, SEEQ had filed, briefed and argued motions to declare
all asserted claims of the Level One patents in the suit as invalid in view of
certain prior art. The Company anticipates a ruling in the near future. In
addition, on June 16, 1997, SEEQ filed a motion to amend its counterclaim to add
SEEQ's U.S. Patent 5,504,738, entitled,

   DEFENDANT SEEQ TECHNOLOGY'S NOTICE OF MOTION AND MOTION FOR LEAVE TO
   SUPPLEMENT ITS ANSWER AND COUNTERCLAIM AND MEMORANDUM OF POINTS AND
   AUTHORITIES IN SUPPORT THEREOF

SEEQ asserts that Level One's LXT 970 product infringes the '738 patent in the
manner in which incorporates an auto negotiate feature. The motion was fully
briefed, argued and submitted as of December 5, 1997. The Company expects a
ruling in the near future. If the motion is denied, SEEQ will nonetheless file
suit in an independent action.


                                       39
<PAGE>   40
On June 25, 1996, Praxair, Inc. ("Praxair") filed a complaint against the
Company, entitled Praxair, Inc., a Delaware Corporation v. SEEQ, Inc., a
California Corporation and SEEQ Technology, Inc., a Delaware Corporation
(Superior Court of the State of California, County of Santa Clara, Case No.
CV758882). The suit arose out of a nitrogen supply contract between the Company
and the plaintiff. The Complaint purported to state causes of action for breach
of contract and promissory estoppel. The Complaint alleged that as a result of
purported breaches of the nitrogen supply contract, the Company was obligated to
pay plaintiff approximately $1,300,000 plus cost of suit, not including
attorney's fees. On September 9, 1997, SEEQ and Praxair agreed to settle the
lawsuit. Under the terms of settlement, SEEQ paid Praxair $300,000. In exchange,
SEEQ received a full general release of known and unknown claims and an
agreement that the lawsuit would be dismissed with prejudice. The case was
dismissed with prejudice on September 11, 1997.

In addition, the Company is involved in certain other routine litigation in the
ordinary course of its business. Based on the Company's limited review to date,
management believes that the outcome of these legal proceedings will not have a
material adverse effect on the Company's financial position or results of
operations.


                                       40
<PAGE>   41

                                    PART III



ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The information required by this Item is incorporated by reference to the
information contained in the section entitled "Election of Directors" contained
in the Proxy Statement.


ITEM 11.  EXECUTIVE COMPENSATION.

The information required by this Item is incorporated by reference to the
information contained in the section entitled "Executive Compensation" contained
in the Proxy Statement.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The information required by this Item is incorporated by reference to the
information contained in the section entitled "Election of Directors - Share
Ownership" contained in the Proxy Statement.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The information required by this Item is incorporated by reference to the
information contained in the section entitled "Election of Directors" contained
in the Proxy Statement.



                                       41
<PAGE>   42

                                     PART IV


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

1.   Exhibits

        3.1     Certificate of Incorporation (incorporated herein by reference
                to Registrant's Registration Statement on Form S-1 (Registration
                No. 33-47985)).

        3.2     Bylaws (incorporated herein by reference to Registrant's
                Registration Statement on Form S-1 (Registration No. 33-47985)).

        4.1     Rights Agreement dated as of April 21, 1995 between the Company
                and American Stock Transfer and Trust Company, including
                exhibits thereto (incorporated herein by reference to
                Registrant's Form 8-A on May 2, 1995).

        10.0    Form of Indemnification Agreement with Directors and Officers
                (incorporated herein by reference to Registrant's Form 8-B filed
                on June 2, 1987).

        10.2    Executive Compensation Plans and Arrangements.

        10.2.1  Restated Periodic Purchase Plan, as amended (incorporated herein
                by reference to Registrant's Annual Report on Form 10-K for the
                fiscal year ended September 30, 1991).

        10.2.2  Restated 1982 Stock Option Plan, as amended (incorporated herein
                by reference to Registrant's Form S-8 Registration Statement
                (33-6544) filed on July 2, 1993.

        10.2.3  1989 Non-Employee Director Stock Option Plan (incorporated
                herein by reference to Registrant's Form S-8 Registration
                Statement (Registration No. 33-35838) filed on July 11, 1990).

        10.3    Technology Transfer and Foundry Agreement dated as of July 16,
                1990 between the Company and HMC Microelectronics Corporation
                (subject to confidential treatment) (incorporated by reference
                to Registrant's Quarterly Report on Form 10-Q for the period
                ended June 30, 1990).

        10.4.1  Settlement Agreement, Release and Tolling Agreement dated as of
                August 16, 1995 by and between the Company and HMC
                Microelectronics Corporation (subject to confidential
                treatment).

        10.4.2  Amendment to Technology Transfer and Foundry Agreement dated
                August 16, 1995 by and between the Company and HMC
                Microelectronics Corporation (subject to confidential
                treatment).

        10.5    Business Loan Agreement with Silicon Valley Bank dated as of
                August 19, 1997.

        10.6    Asset Purchase Agreement dated February 7, 1994 between the
                Company and Atmel Corporation (incorporated by reference to the
                Company's Form 8-K dated February 7, 1994).

        10.7    Stock Purchase Agreement dated February 7, 1994 between the
                Company and Atmel Corporation (incorporated by reference to the
                Company's Form 8-K dated February 6, 1994).

                                       42
<PAGE>   43

        10.8    Escrow Agreement dated February 7, 1994 between the Company,
                Atmel Corporation and Wilson, Sonsini, Goodrich & Rosati, P.C.
                (incorporated by reference to the Company's Form 8-K dated
                February 7, 1994).

        10.9    Escrow Agreement dated April 14, 1994 between the Company, Atmel
                and Bank of America NT&SA (incorporated by reference to the
                Company's Quarterly Report on Form 10-Q for the fiscal quarter
                ended March 31, 1994).

        10.10*  License Agreement between the Company and Silicon Integrated
                Systems Corporation effective as of September 26, 1997. (Subject
                to confidential treatment.)

        11.0*   Schedule of Computation of Earnings Per Share (See page 46 of
                this Form 10-K).

        13.1    Registrant's Proxy Statement for the 1998 Annual Meeting of
                Stockholders, to be filed with the Securities and Exchange
                Commission.

        21.1    The Company's subsidiary, Talus Technology Incorporated, a
                California Corporation, was dissolved effective September 30,
                1995.

        23.1*   Consent of Price Waterhouse LLP, Independent Accountants.

        24.1    Power of Attorney. Reference is made to the Signature Page.

        (a)     Reports on Form 8-K. The Company filed an 8-K Report on August
                26, 1997.

        27.1*   Financial Data Schedules

                * Filed Herewith

Undertakings

   For purposes of complying with the amendments to the rules governing Form S-8
(effective July 13, 1990) and Form S-3 under the Securities Act of 1933, the
undersigned registrant hereby undertakes as follows:

   Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the 1933 Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of the
expenses incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered on the Form S-8 and Form S-3 identified below, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the 1933 Act and will be governed by the final adjudication of such
issue.

   The preceding undertaking shall be incorporated by reference into
registrant's Registration Statement on Form S-8 Registration No.6554), filed
July 2, 1993; registrant's Registration Statement on Form S-8 (Registration No.
33-35838), filed July 11, 1990; registrant's Registration Statement on Form S-8
(Registration No. 33-27419), filed March 7, 1989; and registrant's Registration
Statement on Form S-3 (Registration No. 33-84018), filed May 22, 1996.


                                       43
<PAGE>   44
SIGNATURES

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



                                            SEEQ TECHNOLOGY INCORPORATED




                                            By /s/ Phillip J. Salsbury
                                               ------------------------------
                                               Phillip J. Salsbury
                                               Chief Executive Officer


Dated:  December 22, 1997


                                       44
<PAGE>   45
                                POWER OF ATTORNEY

   Know All Persons By These Presents, that each person whose signature appears
below constitutes and appoints Phillip J. Salsbury and Gary R. Fish, and each of
them, as his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place, and stead, in
any and all capacities, to sign any and all amendments to this report on Form
10K, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof:

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

<TABLE>
<CAPTION>
Signature                             Title                                 Date
---------                             -----                                 ----
<S>                                 <C>                                 <C> 
/s/ Phillip J. Salsbury             Chief Executive Officer             December 22, 1997
-----------------------------       and Director         
(Phillip J. Salsbury)               (Principal Executive 
                                    Officer)             


/s/ Gary R. Fish                    Vice President, Finance             December 22, 1997
-----------------------------       and Administration       
(Gary R. Fish)                      (Principal Financial     
                                    and Accounting Officer)  


/s/ Alan V. Gregory                 Chairman of the Board               December 22, 1997
-----------------------------       and Director
(Alan V. Gregory)                   


/s/ Charles Harwood                 Director                            December 22, 1997
-----------------------------
(Charles Harwood)

/s/ Charles Giancarlo               Director                            December 22, 1997
-----------------------------
(Charles Giancarlo)
</TABLE>



                                       45

<PAGE>   46

                                     SCHEDULE II

                          SEEQ TECHNOLOGY INCORPORATED
                        VALUATION AND QUALIFYING ACCOUNTS
                            Years Ended September 30
                                 (in thousands)


<TABLE>
<CAPTION>
                                                     Additions
                                                ---------------------
                                    Balance at   Charged to   Charged                 Balance at
                                     Beginning   Costs and    Against                     End
                                      of Year     Expenses    Revenues   Deductions     of Year
-----------------------------------------------------------------------------------------------
<S>                                 <C>          <C>          <C>        <C>          <C>
1995
  Allowance for Doubtful
   Accounts and Sales Returns           $664         $59     $  530       $915 (1)      $338
===============================================================================================
1996
  Allowance for Doubtful Accounts
   and Sales Returns                    $338         $--     $  898       $996 (1)      $240
===============================================================================================
1997
  Allowance for Doubtful
  Accounts and Sales Returns            $240         $10     $1,315     $1,320 (1)      $245
===============================================================================================
</TABLE>

(1) Doubtful account write-offs and customer returns and price adjustments



                                      (S-1)


<PAGE>   47
                                   EXHIBIT INDEX

       Exhibit
         No.                        Description
       -------                      ------------  

        3.1     Certificate of Incorporation (incorporated herein by reference
                to Registrant's Registration Statement on Form S-1 (Registration
                No. 33-47985)).

        3.2     Bylaws (incorporated herein by reference to Registrant's
                Registration Statement on Form S-1 (Registration No. 33-47985)).

        4.1     Rights Agreement dated as of April 21, 1995 between the Company
                and American Stock Transfer and Trust Company, including
                exhibits thereto (incorporated herein by reference to
                Registrant's Form 8-A on May 2, 1995).

        10.0    Form of Indemnification Agreement with Directors and Officers
                (incorporated herein by reference to Registrant's Form 8-B filed
                on June 2, 1987).

        10.2    Executive Compensation Plans and Arrangements.

        10.2.1  Restated Periodic Purchase Plan, as amended (incorporated herein
                by reference to Registrant's Annual Report on Form 10-K for the
                fiscal year ended September 30, 1991).

        10.2.2  Restated 1982 Stock Option Plan, as amended (incorporated herein
                by reference to Registrant's Form S-8 Registration Statement
                (33-6544) filed on July 2, 1993.

        10.2.3  1989 Non-Employee Director Stock Option Plan (incorporated
                herein by reference to Registrant's Form S-8 Registration
                Statement (Registration No. 33-35838) filed on July 11, 1990).

        10.3    Technology Transfer and Foundry Agreement dated as of July 16,
                1990 between the Company and HMC Microelectronics Corporation
                (subject to confidential treatment) (incorporated by reference
                to Registrant's Quarterly Report on Form 10-Q for the period
                ended June 30, 1990).

        10.4.1  Settlement Agreement, Release and Tolling Agreement dated as of
                August 16, 1995 by and between the Company and HMC
                Microelectronics Corporation (subject to confidential
                treatment).

        10.4.2  Amendment to Technology Transfer and Foundry Agreement dated
                August 16, 1995 by and between the Company and HMC
                Microelectronics Corporation (subject to confidential
                treatment).

        10.5    Business Loan Agreement with Silicon Valley Bank dated as of
                August 19, 1997.

        10.6    Asset Purchase Agreement dated February 7, 1994 between the
                Company and Atmel Corporation (incorporated by reference to the
                Company's Form 8-K dated February 7, 1994).

        10.7    Stock Purchase Agreement dated February 7, 1994 between the
                Company and Atmel Corporation (incorporated by reference to the
                Company's Form 8-K dated February 6, 1994).

<PAGE>   48

        10.8    Escrow Agreement dated February 7, 1994 between the Company,
                Atmel Corporation and Wilson, Sonsini, Goodrich & Rosati, P.C.
                (incorporated by reference to the Company's Form 8-K dated
                February 7, 1994).

        10.9    Escrow Agreement dated April 14, 1994 between the Company, Atmel
                and Bank of America NT&SA (incorporated by reference to the
                Company's Quarterly Report on Form 10-Q for the fiscal quarter
                ended March 31, 1994).

        10.10*  License Agreement between the Company and Silicon Integrated
                Systems Corporation effective as of September 26, 1997. (Subject
                to confidential treatment.)

        11.0*   Schedule of Computation of Earnings Per Share (See page 46 of
                this Form 10-K).

        13.1    Registrant's Proxy Statement for the 1998 Annual Meeting of
                Stockholders, to be filed with the Securities and Exchange
                Commission.

        21.1    The Company's subsidiary, Talus Technology Incorporated, a
                California Corporation, was dissolved effective September 30,
                1995.

        23.1*   Consent of Price Waterhouse LLP, Independent Accountants.

        24.1    Power of Attorney. Reference is made to the Signature Page.

        (a)     Reports on Form 8-K. The Company filed an 8-K Report on August
                26, 1997.

        27.1*   Financial Data Schedules

                * Filed Herewith