<PAGE>   1



                                    FORM 10-K

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

(Mark One)

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

                     For the fiscal year ended April 5, 1997

[ ]  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 0-23418

                           MTI TECHNOLOGY CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                 Delaware                              95-3601802
     -------------------------------                -------------------
     (State or other jurisdiction of                 I.R.S. Employer
      incorporation or organization                 Identification No.)

                            4905 East La Palma Avenue
                            Anaheim, California 92807
               (Address of principal executive offices, zip code)

       Registrant's telephone number, including area code: (714) 970-0300

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

           Securities registered pursuant to Section 12(g) of the Act:

                         Common Stock, $0.001 par value
                                (Title of Class)

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

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of Registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K.

         The aggregate market value of the voting stock held by non-affiliates
of the Registrant was $51,040,266 on June 23, 1997, based on the closing sale
price of such stock on The Nasdaq SmallCap Market. The number of shares
outstanding of Registrant's Common Stock, $0.001 par value, was 25,839,885 on
June 23, 1997.

                      DOCUMENTS INCORPORATED BY REFERENCE:

                  Document                                Form 10-K
                  --------                                ---------
        Proxy Statement for 1997                             III
        Annual Meeting of Stockholders
        to be held on September 25, 1997



<PAGE>   2


                                     PART I

ITEM 1.  BUSINESS:

INTRODUCTION

         MTI Technology Corporation (the "Registrant") was incorporated in
California in March 1981 and reincorporated in Delaware in October 1992. Unless
the context indicates otherwise, the "Company" and "MTI" each refer to the
Registrant and its consolidated subsidiaries.

         All references to years refer to the Company's fiscal years ended April
3, 1993, April 2, 1994, April 1, 1995, April 6, 1996 and April 5, 1997, as
applicable unless the calendar year is specified. References to dollar amounts
are in thousands, except share and per share data and amounts in the Company's
Management's Discussion and Analysis of Financial Condition and Results of
Operations, unless otherwise specified.

      The non-historical information in this Form 10-K includes forward-looking
statements which involve risks and uncertainties. The actual results for the
Company may differ materially from those described in any forward-looking
statement. Factors that might cause such a difference include, but are not
limited to, those discussed throughout this Form 10-K.

OVERVIEW

         MTI Technology Corporation is a worldwide provider of high-performance
data storage solutions for the Open Systems and Digital markets. MTI designs,
manufactures, sells and services a fully integrated hierarchy of data storage
solutions including solid state disk systems, fault tolerant RAID 5 disk arrays,
tape libraries and storage management software. The Company's integrated
solutions are compatible with most Open System computing platforms, including
those of Sun Microsystems, Hewlett Packard ("HP"), Silicon Graphics, IBM,
Digital Equipment ("DEC") and Compaq Computer. The Company's cross-platform
capability allows its customers to implement a standardized storage and data
management solution across heterogeneous (multi-vendor) computing environments,
thus simplifying the management of their on and off-line data. The typical MTI
customer operates a data center, where rapid, uninterrupted access to on-line
information is critical to the customer's business operations. Historically,
this information was centrally managed and maintained. Today many of these
customers are in the process of migrating to a distributed client/server
computing environment with its application software spread over multiple,
cross-platform systems. MTI provides data storage and management solutions that
help customers shift from proprietary, single source computing solutions to
distributed multi-vendor client/server based computing.

         The Company's customers represent a cross section of industries and
governmental agencies and range from Fortune 500 companies to small businesses.
No one customer accounted for more than 10 percent of total revenue during
fiscal years 1997, 1996 and 1995. During fiscal year 1997, approximately 76% of
the Company's net product revenue was derived from the sale of products that
operate in the Open Systems environment, as compared to 43% and 21% for fiscal
years 1996 and 1995, respectively. This material increase reflects the Company's
commitment to its strategy of expanding the revenue contribution from sales to
the Open Systems data storage market.

SIGNIFICANT BUSINESS DEVELOPMENTS

NFT VENTURES, INC. SOFTWARE NRE AGREEMENT

         Effective April 7, 1996, the Company entered into an agreement with NFT
Ventures, Inc. ("NFT"), an entity affiliated with the Company's major
stockholder and Chairman of the Board, whereby NFT agreed to provide the Company
with up to $2,400 of non-refundable research and development funding based on
actual research and development expenses incurred in connection with new and
enhanced Backup-UNET software products, the RLM Software Products Group and the
Open Media Products Group. The Company has received $1,628 under this agreement
and does not anticipate any additional funding under this agreement. The
consideration NFT received for the funding commitment included: (a) an
irrevocable, worldwide, nonexclusive license to develop, market and sell certain
defined new or substantially enhanced software products developed by the
Company; (b) the right to royalty payments based on the revenue recognized by
the Company from sale of the defined software products that are sold within four
years of the effective date of the agreement; and (c) warrants to purchase up to
750,000 shares of the Company's common stock with




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an exercise price of $2.25 per share. The warrants expire on June 27, 2001.
Based on the total of $1,628 of NRE funding received, warrants to purchase up to
508,824 shares of the Company's common stock have been issued.

SALE OF PATENTS

         Effective February 9, 1996, the Company entered into an agreement with
EMC Corporation ("EMC"), whereby the Company sold to EMC substantially all of
the Company's existing patents, patent applications and rights thereof. The
consideration the Company will receive for these rights includes: (a) $30,000 to
be received in six equal annual installments of $5,000 each, the first of which
was received upon closing of the agreement on February 9, 1996, the remaining
payments to be received beginning January 1997 and in each of the subsequent
four years; and (b) royalty payments in the aggregate of up to a maximum of
$30,000 over the term of the agreement, of which a minimum of $10,000 will be
received in five annual installments, beginning within thirty days of the first
anniversary of the effective date of the agreement, and within thirty days of
each subsequent anniversary thereof. In addition, the Company also received an
irrevocable, non-cancelable, perpetual and royalty-free license to exploit,
market and sell the technology protected under the aforementioned patents.
Pursuant to the terms and conditions of the agreement, this license will
terminate in the event of a change of control of the Company involving certain
identified acquirers. As part of the agreement, the Company and EMC granted to
each other the license to exploit, market and sell the technology associated
with each of their respective existing and future patents arising from any
patent applications in existence as of the effective date of the agreement for a
period of five years. See Note 11 of Notes to Consolidated Financial Statements.

NATIONAL PERIPHERALS, INC. ACQUISITION

         Effective April 2, 1995, the Company acquired all the outstanding stock
of National Peripherals, Inc. ("NPI"), a privately held provider of
cross-platform RAID-based storage solutions for the Open Systems computing
environment. Consideration paid in the NPI acquisition included: (a) payments of
$2,608 in cash to NPI and its stockholders, (b) promissory notes in the
aggregate amount of $2,000 bearing 6% interest per annum and payable in two
equal annual installments beginning April 1996, (c) guaranteed earnout payments
in the aggregate amount of $3,000 and payable in three equal annual installments
beginning in April 1996, and (d) acquisition costs of $406. In addition, the
acquisition agreement provided for contingent payments of up to $1,000 payable
in April 1998 based on certain performance criteria. The Board of Directors
approved the payment of the contingent $1,000 payment during the fourth quarter
of fiscal year 1997. The accelerated timing of the payment was based on the
over-achievement of the performance criteria as set forth in the amended NPI
stock purchase agreement. As a result of the NPI acquisition, MTI increased its
presence in the Open Systems marketplace by adding approximately 18 salespeople
at the time of acquisition who were exclusively focused on Open Systems sales
opportunities. With the inclusion of NPI's sales, approximately 43% of the
Company's net product revenue for fiscal year 1996 was derived from the Open
Systems market. See Note 11 of Notes to Consolidated Financial Statements.

RAXCO, INC. ASSET ACQUISITION

         In January 1995, the Company acquired certain assets of Raxco, Inc.
("Raxco"), including intellectual properties and source code rights of the UNIX
and Open VMS storage management software product lines of Raxco. Additionally,
as part of the acquisition, the Company acquired software development and
technical support teams located domestically and in the United Kingdom. The
Company also acquired access to the existing Raxco storage management software
and maintenance contract customer base.

         Under the terms of the acquisition, Raxco received (a) $1,000 in cash,
(b) promissory notes in the aggregate amount of $2,500, bearing 8.5% interest
and payable in ten quarterly installments beginning March 31, 1995 and (c) the
assumption of certain liabilities in the amount of $1,903, consisting primarily
of deferred maintenance contracts. In addition, as part of the consideration
paid, the Company issued warrants to purchase 250,000 shares of the Company's
common stock with an exercise price of $6.00 per share. The warrants will expire
on December 31, 1999.

         The Raxco and NPI acquisitions were part of the Company's strategy to
expand its product lines and increase revenue from the non-DEC marketplace. See
Note 11 of Notes to Consolidated Financial Statements.




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<PAGE>   4


SYSTEM INDUSTRIES ACQUISITION

         Effective December 17, 1993, the Company purchased substantially all of
the assets and assumed certain liabilities of System Industries pursuant to a
sale under the United States Bankruptcy Code (the "System Industries
Acquisition"). System Industries was a supplier of storage management solutions
encompassing data storage and systems software to Open Systems environments,
UNIX systems and DEC computing environments.

         Under the acquisition agreement, System Industries received (a) $4,100
in cash, (b) a note in the amount of $4,000 bearing interest at the rate of 6%
per annum and payable quarterly over ten quarters, and (c) 491,710 shares of
common stock valued at $7.06 per share. Pursuant to the terms of this note, the
Company repaid $2,000 of principal in June 1994 upon completion of the Company's
initial public offering.

         As a result of the System Industries Acquisition, the Company acquired
intangible assets, consisting of maintenance service contracts, access to a
significant installed customer base, proprietary UNIX software and a
subcontracting relationship with Boeing Information Services, Inc., a subsidiary
of The Boeing Company for its contract with the U.S. Army Information System
Selection and Acquisition Agency relating to the Reserve Component Automation
System ("RCAS").

         During fiscal year 1997, the Company recognized no revenue related to
the Boeing RCAS contract. In fiscal year 1996, revenue relating to Boeing's RCAS
contract constituted approximately 2% and 1% of total net product revenue and
total revenue, respectively. In fiscal year 1995, revenue related to the RCAS
contract constituted approximately 13% and 9% of total net product revenue and
total revenue, respectively. The primary reason for the decrease was the
discontinuation of that program segment of the RCAS contract under which the
Company sold product to Boeing Information Services.

PRODUCTS

         The Company strives to meet its customers' storage management needs by
combining its products into a comprehensive, flexible storage solution. The
Company's goal is to enable customers to purchase a single, integrated storage
system, rather than multiple components requiring integration by the customer.
The Company's products include RAID arrays, high performance storage servers,
disk and tape library systems, solid state disk database accelerators, and data
management software consisting of distributed network backup recovery, HSM and
media management products.

RAID ARRAYS

         RAID storage systems provide increased protection and access to data.
The Company's RAID array products, which include its 9300, 9500 and 9200 series
systems, its recently announced Gladiator 3200, 3100 and 6200 series systems,
and its StorageWare RAID products, are utilized primarily within the Sun, HP,
Silicon Graphics, IBM, DEC and Intel computing platforms.

HIGH PERFORMANCE STORAGE SERVERS

         MTI storage servers are special purpose computers that incorporate the
Company's proprietary imbedded RAID, fault tolerant and caching software in
order to manage the recording of data on, and retrieval of data from, a wide
variety of storage peripherals. The Company's high performance StingRay storage
servers are utilized primarily within the DEC computing platform.

TAPE LIBRARY SYSTEMS

         Tape library systems provide a lower cost, slower access method of
recording and retrieving large amounts of data, in comparison to magnetic disk
systems. Tape libraries are typically used for recording a secondary backup copy
of the data, thus providing extra data protection. The Company's tape library
systems are utilized primarily within the Sun, HP, Silicon Graphics, IBM, DEC
and Intel computing platforms.




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<PAGE>   5


APPLICATION SOFTWARE PRODUCTS

         The Company's data management application software has been
specifically developed and is employed for the direct support and management of
stored data and data storage devices. Certain of the Company's application
software products are set forth in the table below:

<TABLE>
<CAPTION>
                                                                PRIMARY
                                                                COMPUTING
PRODUCT                    FUNCTION                             PLATFORM
-------                    --------                             --------
<S>                        <C>                                  <C>
Oasis Robotic Library      Provides automated backup and        DEC, HP, Sun,
Manager                    restoration of data in a             IBM, Intel
                           network environment

Backup.UNET                Provides client/server backup        HP, Sun, Silicon Graphics,
                           for cross-platform network           IBM, DEC, Intel
                           environments

Oasis Net Backup           Performs network backup and          DEC, Sun, IBM,
                           provides recovery capability         HP, Intel
                           utilizing the client/server model

Tape Control               Automates and manages data           DEC
                           backup and retrieval

Autostor                   Migrates and archives expired        DEC
                           data to multiple hierarchies
                           automatically or upon user
                           discretion
</TABLE>

OPEN  SYSTEMS COMPUTING PRODUCTS

         The Company's Open Systems computing solutions allow its products to be
attached to and migrated between most SunOS, Sun Solaris, HP-UNIX, IBM-AIX,
Novell Netware and Windows NT servers and workstations. Additionally, the Open
Systems computing environment is a key element of the Company's strategy for
providing a migration path between these open platforms and other proprietary
platforms, including DEC's VMS. The Company's Open Systems computing products
are utilized primarily within the Sun, HP, IBM, DEC, Silicon Graphics and Intel
computing platforms.

SALES AND MARKETING

         In the United States, the Company sells its products directly to end
users through its field sales organization and indirectly through selected
distributors. The Company's domestic sales organization consists of
approximately 87 persons located in 17 sales offices in 14 states. This sales
organization is supported by technical field support personnel consisting of
approximately 11 systems consultants who provide consulting services and have
experience in the management of complex data and implementing distributed client
server systems.

         The Company markets its products internationally through its 32 person
field sales organization with 5 offices located in Germany, France, United
Kingdom and Ireland, and indirectly through independent distributors.
International sales represented 27%, 27% and 39% of the Company's total revenue
in fiscal years 1997, 1996 and 1995, respectively. International sales continue
to represent a significant portion of the Company's total revenue. These sales
activities are subject to the normal risks of conducting business
internationally, including unexpected changes in regulatory requirements,
fluctuating exchange rates, tariffs and other barriers, difficulties in staffing
and managing foreign subsidiary operations and potentially adverse tax
consequences. Other risks inherent in the Company's international business
include longer payment cycles, greater difficulties in accounts receivable
collection and the burdens of complying with a wide variety of foreign laws.
Most of the sales made by the Company in international markets are priced in the
applicable local currency and are subject to currency exchange fluctuations. The
Company may enter into foreign currency exchange contracts in an attempt to
minimize foreign currency exposure. International sales are subject




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to the risk of compliance with laws of various countries and the risk of
import/export restrictions and tariff regulations. The Company has not
experienced any difficulty in obtaining export licenses from the United States
Department of Commerce for international sales.

ORDER BACKLOG

         The Company generally ships products within 30 days after receipt of a
purchase order. Historically, MTI has had relatively little backlog at any given
time and does not consider backlog to be a significant or important measure of
sales for any future period, and as a result, net product revenue in any quarter
is dependent on orders booked and products shipped during that quarter.

CUSTOMER SERVICE AND SUPPORT

         The quality and reliability of the Company's products and the ongoing
support of these products are important elements of the Company's business. The
Company provides direct service for all of its products through an approximately
165 person service organization located in more than 40 service locations in the
United States and Europe.

         The Company currently offers a variety of customer services that
include system and software maintenance, consulting services, storage management
integration and training. The Company offers on-site service response within
four hours, 24 hours a day, seven days per week.

         The Company provides its customers with a warranty against defects in
the Company's systems and software products for one year and 90 days,
respectively. Approximately 75% of the Company's customers have historically
entered into maintenance contracts with the Company for services during the
second year of product ownership. Customer service revenue represented
approximately 22%, 26% and 28% of the Company's total revenue in fiscal years
1997, 1996 and 1995, respectively.

PRODUCT DEVELOPMENT

         The computer industry is characterized by rapid technological change
and is highly competitive with respect to product innovation and introduction.

         To develop the many different technologies that support MTI's product
development strategy, the Company has assembled several engineering teams with
complementary expertise consisting of approximately 67 persons as of June 1,
1997. During fiscal years 1997, 1996 and 1995, the Company's research and
development spending was approximately $10,100, $14,400 and $12,800,
respectively.

         Effective April 7, 1996, the Company entered into an agreement with NFT
Ventures, Inc. ("NFT"), an entity affiliated with the Company's major
stockholder and Chairman of the Board, whereby NFT agreed to provide the Company
with up to $2,400 of non-refundable research and development funding based on
actual research and development expenses incurred in connection with new and
enhanced Backup-UNET software products, the RLM Software Products Group and the
Open Media Products Group. The Company has received $1,628 under this agreement
and does not anticipate any additional funding under this agreement.

         The Company has three separate primary product development centers: one
is located at its corporate headquarters in Anaheim, California, a second, the
RAID Technology Center is located in Sunnyvale, California and a third in
Westmont, Illinois.

MANUFACTURING

         The Company's manufacturing operations are primarily located at its
Anaheim facility, with an additional facility located in Dublin, Ireland, which
was acquired in connection with the Systems Industries Acquisition. During
fiscal year 1997, the Ireland facility continued the process of developing its
operating infrastructure and production capacity, and currently manufactures
over 90% of certain high-end product lines sold by the Company in Europe. During
fiscal year 1995, the Company consolidated its two satellite facilities in
Sunnyvale and Milpitas, and relocated all domestic manufacturing operations to
its main Anaheim facility. Manufacturing operations consist primarily of final




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systems integration and reliability testing, and rely principally on outside
production companies for the fabrication and assembly of circuit boards. These
outside production companies contract with the Company to produce and assemble
products in accordance with the Company's specifications. This "turnkey"
approach to product manufacturing reduces the Company's capital and employee
requirements and allows it to adopt manufacturing technologies as they emerge.

         The principal components used in the Company's products include circuit
boards, drives and chassis. The Company procures all of its parts from outside
suppliers and has established manufacturing relationships with a number of key
suppliers, primarily of disk drives, tape and tape library systems. The Company
generally utilizes parts and components available from multiple vendors.
However, components critical to the current design of the Company's 9000 and
3000 series of products, a RAID controller board manufactured by Mylex
Corporation, is available to the Company only from this source. The Company also
uses a proprietary power supply in its StorageWare product line which is
manufactured by Modular Devices, Inc., the Company's sole source for this
component. To date, the Company has been able to obtain supplies of these parts
and believes that adequate quantities are available to meet its needs.
Disruptions in supply or material increases in the cost of these components
would have an adverse effect on the Company's operations.

COMPETITION

         The market for the Company's products is extremely competitive. The
Company has a number of competitors in various markets, including EMC
Corporation, HP, Sun, IBM, Silicon Graphics, Compaq and DEC, each of which has
substantially greater name recognition, engineering, manufacturing and marketing
capabilities, and greater financial and personnel resources than the Company.
The Company expects to experience increased competition from established and
emerging computer storage hardware and management software companies,
particularly DEC, HP, Sun, IBM, Silicon Graphics, Compaq and EMC Corporation.

         In addition, increased competitive pressure could lead to intensified
price-based competition, which could have a material adverse effect on the
Company's results of operations. There also has been, and may continue to be, a
willingness on the part of certain large competitors to reduce prices in order
to preserve or gain market share, which cannot be foreseen by the Company. The
Company believes that pricing pressures are likely to continue as competitors
develop more competitive product offerings.

         The principal elements of competition in the Company's markets include
rapid introduction of new technology, product quality and reliability, price and
performance characteristics, service and support, and responsiveness to
customers. The Company believes that, in general, it competes favorably with
respect to these factors. However, there can be no assurance that the Company
will be able to compete successfully or that competition will not have a
material adverse effect on the Company's results of operations.

PROPRIETARY RIGHTS

         The Company relies on a combination of patent, copyright, trademark and
trade secret laws, employee and third-party non-disclosure agreements and
technical measures to protect its proprietary rights in its products. Although
the Company continues to take appropriate measures to protect its proprietary
rights, there can be no assurance that these measures will be successful. In
addition, the laws of certain foreign countries may not protect the Company's
intellectual property to the same extent as the laws of the United States.

         Effective February 9, 1996, the Company entered into an agreement with
EMC whereby the Company sold to EMC substantially all of the Company's existing
patents, patent applications, and rights thereof. The Company has an
irrevocable, non-cancelable, perpetual and royalty-free license to exploit,
market and sell the technology protected under the aforementioned patents.
Pursuant to the terms and conditions of the agreement, this license will
terminate in the event of a change of control of the Company involving certain
identified acquirers. As part of the agreement, the Company and EMC grant to
each other the license to exploit, market and sell the technology associated
with each of their respective existing and future patents arising from any
patent applications in existence as of the effective date of the agreement for a
period of five years.

         Although the Company often seeks patents on its products, the Company
believes that patents are of less significance in its industry than such factors
as innovative skills and technical expertise, frequency of product enhancements
and timeliness and quality of support services provided by the Company.




                                       7
<PAGE>   8

         Although the Company believes that its products and trade designations
do not infringe on the proprietary rights of third parties, there can be no
assurance that third parties will not assert infringement claims against the
Company in the future. If such a claim is made, the Company will evaluate the
claim as it relates to its products and, if appropriate, may seek a license to
use the protected technology. There can be no assurance that the Company would
be able to obtain a license to use such technology or that such a license could
be obtained on terms that would not have a material adverse effect on the
Company. If the Company or its suppliers are unable to license protected
technology, the Company could be prohibited from incorporating or marketing
products incorporating that technology. The Company could also incur substantial
costs to redesign its products or to defend any legal action taken against it.
Should the Company's products be found to infringe protected technology, the
Company could be required to pay damages to the infringed party or be enjoined
from manufacturing and selling such products.

EMPLOYEES

         As of June 1, 1997, the Company had approximately 511 full-time
employees worldwide, including 289 in marketing, sales and service support, 95
in manufacturing and quality assurance, 67 in engineering and research and
development and 60 in general administration and finance.

         None of the Company's employees is represented by a labor union, and
the Company considers its relations with its employees to be good.

ITEM 2.  DESCRIPTION OF PROPERTY:

         The Company's corporate offices, including marketing, sales and
support, manufacturing, research and development, and general administration and
finance functions, are located in Anaheim, California, in a leased facility
consisting of approximately 131,000 square feet. These premises are occupied
under a lease agreement that expires in January 2003. The Company also has a
21,700 square foot facility located in Sunnyvale under a lease agreement that
expires in July 1998. The Company has an 11,000 square foot facility in Dublin,
Ireland where it performs assembly and testing on a limited number of products,
with the lease expiring in 2016. In addition, the Company has a 14,300 square
foot facility in Westmont, Illinois, used for sales and sales technical support
under a lease expiring in June 1999. The Company believes that its existing
facilities are adequate to meet its requirements for at least the next twelve
months.

         The Company also leases approximately 23 sales and support offices
located in the U.S. and Europe.

ITEM 3.  LEGAL PROCEEDINGS:

         During July 1994, the Company and certain directors and officers were
served with four purported stockholder class-action lawsuits alleging certain
improprieties surrounding the April 1994 initial public offering and subsequent
decrease in the Company's stock price. Subsequently, these four actions were
consolidated into a single case (In re MTI Technology Securities Litigation) in
                                 -----
the United States District Court, Central District of California. This
litigation was a class action complaint for alleged violation of the federal
securities laws. Plaintiffs sought compensatory damages and other relief as
permitted by applicable law. The claims related to the Company's initial public
offering in April 1994 and the Company's announcements for financial results for
the quarter ended July 2, 1994.

         In March 1996, the Company agreed to settle with plaintiffs. A
Memorandum of Understanding was signed providing for a total settlement amount
of $5,500, and the Claims Receipt and Policy Release agreement became effective
March 29, 1996. The Company's unreimbursed portion of the aggregate settlement
was $1,655. Preliminary approval for the settlement was granted by the Court on
June 3, 1996, and final approval for the settlement was granted by the court on
August 5, 1996.

         In addition to the above disclosed item, the Company is from time to
time subject to claims and suits arising in the ordinary course of business. In
the opinion of management, the ultimate resolution of these matters will not
have a material adverse effect on the Company's financial position or results of
operations.



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<PAGE>   9


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

         No matters were submitted to a vote of the security holders of the
Company during the fourth quarter of 1997.

EXECUTIVE OFFICERS OF THE REGISTRANT

          The following table sets forth the names and ages of all executive
officers of the Registrant as of June 23, 1997. A summary of the background and
experience of each of these individuals is set forth below.

<TABLE>
<CAPTION>
NAME                         AGE     POSITION(S)
----                         ---     -----------

<S>                          <C>     <C>
Earl M. Pearlman             53      President and Chief Executive Officer

Dale R. Boyd                 39      Vice President,  Chief Financial Officer

John M. Hiett                50      Senior Vice President, Customer Service

Thomas P. Raimondi           39      Senior Vice President, General Manager

Gary M. Scott                41      Senior Vice President, European
                                     Operations

Venki Venkataraman           48      Vice President, Operations

Frank H. Yoshino             35      Treasurer
</TABLE>

          Earl Pearlman was named President and Chief Executive Officer of the
Company in April 1996. From April 1995 to March 1996, Mr. Pearlman was Vice
President, U.S. Sales for the Company. Prior to joining the Company, Mr.
Pearlman was the President and Chief Executive Officer of National Peripherals,
Inc., a supplier of cross-platform RAID - based storage products, which he
founded in 1980, acquired by the Company in 1995.

          Dale R. Boyd has been the Chief Financial Officer of the Company since
April 1996. Mr. Boyd joined the Company in February 1995 as Corporate
Controller, and was elected as Chief Accounting Officer the same month. Prior to
joining the Company, Mr. Boyd was Corporate Controller of Emulex Corporation, a
manufacturer of software and hardware-based networking products, from May 1992
to January 1995. Prior to this time, from June 1991 to May 1992, Mr. Boyd was
Manager of Business Development at Toshiba America, a manufacturer of computer
and imaging products. From November 1988 until June 1991, Mr. Boyd was Director
of Financial Operations of Ashton-Tate, a supplier of business applications
software products.

          John M. Hiett has been Senior Vice President, Customer Service, of the
Company since January 1994. From October 1992 to December 1993, Mr. Hiett served
as Senior Vice President, Operations. Mr. Hiett joined the Company in 1990 as
Director of Customer Service and was promoted to Vice President, Customer
Service, in July 1991. Prior to that time, Mr. Hiett served as Service Manager
for Sun MicroSystems from 1989 to 1990, and Operations Director for Wang Labs
from 1983 until 1989.

         Thomas P. Raimondi has been Senior Vice President and General Manager
of the Company since May 1996. Mr. Raimondi had been Vice President, Strategic
Planning, Product Marketing, and Director of Marketing of the Company since
1987. Prior to joining the Company, Mr. Raimondi served as Sales Manager for
System Industries, Inc. for seven years.

         Gary M. Scott has been Senior Vice President, European Operations, of
the Company since October 1992. Mr. Scott had been Vice President, European
Operations, for the Company starting in 1988. Prior to joining MTI, Mr. Scott
served as General Manager of the German subsidiary of System Industries, Inc.



                                       9
<PAGE>   10


          Venki Venkataraman joined the Company in April 1996 as Vice President,
Operations. Prior to joining the Company, Mr. Venkataraman served in several
capacities for The Foxboro Company, a division of Siebe PLC, from 1988 to 1996.
His most recent position with Foxboro was as Manager of Product Development for
the systems products division, a post he held for two years.

         Frank H. Yoshino has been Treasurer of the Company since July 1996.
Prior to joining the Company, Mr. Yoshino was Treasury Director of Emulex
Corporation from March 1992 to July 1996. Prior to this time, Mr. Yoshino served
as Senior Financial Analyst for Ashton-Tate.

                                     PART II

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

PRINCIPAL MARKET AND PRICES

         The Company's common stock commenced trading on The Nasdaq National
Market under the symbol "MTIC" on April 7, 1994. Effective September 3, 1996,
the Company's common stock began trading on The Nasdaq SmallCap Market and
ceased trading on The Nasdaq National Market. The following table sets forth the
range of high and low sales prices per share of common stock of the Company for
each quarterly period as reported on The Nasdaq National Market and the Nasdaq
SmallCap Market for the periods indicated. The price of MTI's common stock at
the close of business on June 23, 1997 was $4.3125.

<TABLE>
<CAPTION>
                                                 Sales Prices
                                                 ------------
Fiscal Year 1996                             High               Low
----------------                             ----               ---
<S>                                         <C>                <C>
First Quarter                               $3.3750            $1.6250
Second Quarter                               4.6250             2.6875
Third Quarter                                3.1250             1.3750
Fourth Quarter                               3.6250             1.6250

Fiscal Year 1997

First Quarter                                3.2500             1.4375
Second Quarter                               2.6250             1.6875
Third Quarter                                3.7500             1.9375
Fourth Quarter                               4.5000             3.2500
</TABLE>

The Company's stock price, like that of other technology companies, is subject
to significant volatility. The announcement of new products, services or
technological innovations by the Company or its competitors, quarterly
variations in the Company's results of operations, changes in revenue or
earnings estimates by the investment community are among the factors affecting
the Company's stock price. In addition, the stock price may be affected by
general market conditions and domestic and international economic factors
unrelated to the Company's performance. Because of these reasons, recent trends
should not be considered reliable indicators of future stock prices or financial
results.

NUMBER OF COMMON STOCKHOLDERS

         The approximate number of record holders of common stock of the Company
as of June 23, 1997 was 288.

DIVIDENDS

         MTI has never declared or paid dividends. The Company presently intends
to retain earnings for use in its business and, therefore, does not anticipate
declaring or paying any cash dividends in the foreseeable future. In addition,
the terms of the Company's bank line of credit prohibits the declaration or
payment of any cash dividends by the Company.




                                       10
<PAGE>   11

ITEM 6. SELECTED FINANCIAL DATA:

<TABLE>
<CAPTION>
                                                                      FISCAL YEAR ENDED
                                                                      -----------------
                                           APRIL 5,     APRIL 6,           APRIL 1,         APRIL 2,       APRIL 3,
                                             1997         1996               1995             1994           1993
                                             ----         ----               ----             ----           ----
SELECTED STATEMENT OF OPERATIONS DATA:
<S>                                        <C>          <C>               <C>               <C>            <C>
Net product revenue                        $120,359     $  97,682         $  91,140         $  95,401      $  97,034
Service revenue                              33,368        34,232            36,177            28,067         18,644
                                           --------     ---------         ---------         ---------      ---------
   Total revenue                            153,727       131,914           127,317           123,468        115,678

Product gross profit                         36,752        23,625(1)         19,058(6)         38,778         37,276
Service gross profit                         13,172        12,070(2)         12,587(7)         10,969          8,529
                                           --------     ---------         ---------         ---------      ---------
   Gross profit                              49,924        35,695            31,645            49,747         45,805

Operating expenses:
   Selling, general and administrative       34,936        65,715(3)         39,812(8)         33,256         35,614
   Research and development                  10,103        14,384            12,825(9)         11,451          9,012
   Non-recurring charges                         --            --                --                --         10,124(10)
                                           --------     ---------         ---------         ---------      ---------
   Total operating expenses                  45,039        80,099(4)         52,637            44,707         54,750
                                           --------     ---------         ---------         ---------      ---------

   Operating income (loss)                    4,885       (44,404)          (20,992)            5,040         (8,945)

Other income (expense), net                   1,483        (4,636)(5)        (1,008)           (1,161)        (1,667)

Income tax expense (benefit)                    664           179             3,540               980         (4,936)
                                           --------     ---------         ---------         ---------      ---------

   Net income (loss)                       $  5,704     $ (49,219)        $ (25,540)        $   2,899      $  (5,676)
                                           ========     =========         =========         =========      =========

Income (loss) per share                    $   0.21     $   (2.54)        $   (1.34)        $    0.18      $   (0.45)
                                           ========     =========         =========         =========      =========

Weighted average common and
   common equivalent shares                  26,723        19,400            19,029            15,925         12,572
</TABLE>

<TABLE>
<CAPTION>
                                           APRIL 5,     APRIL 6,          APRIL 1,          APRIL 2,       APRIL 3,
                                             1997         1996              1995              1994           1993
                                           --------     ---------         ---------         ---------      ---------
<S>                                        <C>          <C>               <C>               <C>            <C>
SELECTED BALANCE SHEET DATA:
Cash and cash equivalents                  $  3,487     $   4,055         $   5,562         $   3,976      $   3,353
Working capital (deficit)                   (12,267)      (25,966)           17,641             4,955         16,064
Total assets                                 83,592        84,023           102,451           110,354         78,537
Long-term debt, less current
   maturities                                     6         5,966             6,927             1,231            254
Total stockholders' equity (deficiency)      16,377          (187)           49,138            40,195         33,690
</TABLE>




                                       11
<PAGE>   12


Notes:

 (1) Reflects a charge of $2,056 to increase excess and obsolete reserves on
     certain slower-moving or obsolete product inventories that support the DEC
     market. See "Management's Discussion and Analysis of Financial Condition
     and Results of Operations."

 (2) Reflects a charge of $504 to write-down to estimated net realizable value
     certain field service spares inventories that support the DEC market. See
     "Management's Discussion and Analysis of Financial Condition and Results of
     Operations."

 (3) Reflects a charge of $16,591 to write-down goodwill and a $2,088 charge
     for settlement of a shareholder lawsuit and related legal costs. See
     "Management's Discussion and Analysis of Financial Condition and Results of
     Operation."

 (4) Reflects a charge of $1,777 for restructuring and severance costs, a
     charge of $655 to write-off certain idle fixed assets and a charge of
     $1,855 for sales and use tax liability. See "Management's Discussion and
     Analysis of Financial Condition and Results of Operation."

 (5) Reflects a charge of $1,450 for interest and penalties related to sales
     and use tax liability. See "Management's Discussion and Analysis of
     Financial Condition and Results of Operation."

 (6) Reflects a charge of $7,209 to write-down slower-moving product inventories
     associated with a discontinued product line, and to reserve against
     increased obsolescence of certain inventories that support the DEC market.
     See "Management's Discussion and Analysis of Financial Condition and
     Results of Operations."

 (7) Reflects a charge of $3,297 to write-down to estimated net realizable value
     certain field service spares inventories that support the DEC market. See
     "Management's Discussion and Analysis of Financial Condition and Results of
     Operations."

 (8) Reflects a charge of $1,355 to write-down certain idle fixed assets and
     goodwill. See "Management's Discussion and Analysis of Financial Condition
     and Results of Operations" and Note 11 of Notes to Consolidated Financial
     Statements.

 (9) Reflects a charge of $564 to write-down certain idle fixed assets.  See
     "Management's Discussion and Analysis of Financial Condition and Results of
     Operations."

(10) Reflects a non-recurring charge for the cessation of the Company's network
     management software product and the settlement of outstanding litigation.
     See "Management's Discussion and Analysis of Financial Condition and
     Results of Operations."




                                       12
<PAGE>   13


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

OVERVIEW

         MTI's historic revenues have been achieved through introductions of new
or updated products, expansion of the Company's international operations, and
through acquisitions. The Company has attempted to increase its focus on
expanding its product and service offerings for the Open Systems computing
environment and decrease its historic dependence on sales and service from
Digital Equipment Corporation ("DEC") computing environment. Product revenue
from the Open Systems marketplace (as compared to DEC) increased from
approximately 21% for fiscal year 1995, to approximately 76% for fiscal year
1997, reflecting the Company's commitment to its strategy of expanding the
revenue contribution from sales to the Open Systems data storage market.

         Effective April 2, 1995, the Company acquired National Peripherals,
Inc. ("NPI"), a privately-held provider of cross-platform RAID based storage
solutions for the Open Systems computing environment. Consideration paid in the
NPI acquisition included: (a) payments of $2.6 million in cash to NPI and its
stockholders, (b) promissory notes in the aggregate amount of $2.0 million
bearing 6% interest per annum and payable in two equal annual installments
beginning April 1996, (c) guaranteed earnout payments in the aggregate amount of
$3.0 million and payable in three equal annual installments beginning in April
1996, and (d) acquisition costs of $0.4 million. In addition, the acquisition
agreement provides for contingent payments of up to $1.0 million payable in
April 1998 based on certain performance criteria. The Board of Directors
approved the payment of the contingent $1.0 million payment during the fourth
quarter of fiscal year 1997. The accelerated timing of the payment was based on
the over-achievement of the performance criteria as set forth in the amended NPI
stock purchase agreement. As a result of the NPI acquisition, MTI increased its
presence in the Open Systems marketplace by adding approximately 18 salespeople
at the time of acquisition who were exclusively focused on Open Systems sales
opportunities.

         In January 1995, the Company acquired certain assets, including
intellectual properties and source code rights, of the UNIX and Open VMS storage
management software product lines of Raxco, Inc. ("Raxco"). The purchase price
of the acquired assets consisted of $1.0 million in cash, notes in the amount of
$2.5 million, assumption of $1.9 million of certain liabilities, primarily
deferred service maintenance contracts, and the issuance of warrants to purchase
250,000 shares of the Company's common stock at a price of $6.00 per share. The
warrants will expire on December 31, 1999. As part of the transaction the
Company also acquired software development and technical support teams located
domestically and in the United Kingdom. In addition, the Company acquired access
to the existing Raxco storage management software customer base. In connection
with the acquisition, the Company recorded an accrual of $0.8 million to reflect
the anticipated costs related to the closure of excess facilities in the United
Kingdom and the estimated costs to satisfy certain preexisting product
development obligations. In the fourth quarter of fiscal year 1996, the Company
recorded an additional $0.3 million associated with the Company's satisfaction
of the preexisting product development obligations. The Company recorded
goodwill in the amount of approximately $6.1 million which is being amortized on
a straight-line basis over ten years, and will result in quarterly and annual
operating charges of $0.2 million and $0.6 million, respectively.

         The NPI and Raxco acquisitions are part of the Company's strategy to
expand its product lines and increase revenue from the non-DEC marketplace. See
Note 11 of Notes to Consolidated Financial Statements.

         Effective April 7, 1996, the Company entered into an agreement NFT, an
entity affiliated with the Company's major stockholder and Chairman of the
Board, whereby NFT agreed to provide the Company with up to $2.4 million of
non-refundable research and development funding based on actual research and
development expenses incurred in connection with new and enhanced Backup-UNET
software products, the RLM Software Products Group and the Open Media Products
Group. The Company has received $1.6 million under this agreement and does not
anticipate any additional funding under this agreement. The consideration NFT
received for the funding commitment included: (a) an irrevocable, worldwide,
nonexclusive license to develop, market and sell certain defined new or
substantially enhanced software products developed by the Company; (b) the right
to royalty payments based on the revenue recognized by the Company from sale of
the defined software products that are sold within four years of the effective
date of the agreement; and (c) warrants to purchase up to 750,000 shares of the
Company's common stock with an exercise price of $2.25 per share. The warrants
expire on June 27, 2001. Based on the total of $1.6 million of NRE funding
received, warrants to purchase up to 508,824 shares of the Company's common
stock have been issued.




                                       13
<PAGE>   14

         Effective February 9, 1996, the Company entered into an agreement with
EMC Corporation ("EMC"), whereby the Company sold to EMC substantially all of
the Company's existing patents, patent applications, and rights thereof. The
consideration the Company will receive for these rights include: (a) $30.0
million to be received in six equal annual installments of $5.0 million each,
the first of which was received upon closing of the agreement on February 9,
1996, the remaining payments to be received beginning January 1997 and in each
of the subsequent four years; and (b) royalty payments in the aggregate of up to
a maximum of $30.0 million over the term of the agreement, of which a minimum of
$10.0 million will be received in five annual installments, beginning within
thirty days of the first anniversary of the effective date of the agreement, and
within thirty days of each subsequent anniversary thereof. In addition, the
Company also received an irrevocable, non-cancelable, perpetual and royalty-free
license to exploit, market and sell the technology protected under the
aforementioned patents. Pursuant to the terms and conditions of the agreement,
this license will terminate in the event of a change in control of the Company
involving certain acquirers. As part of the agreement, the Company and EMC
granted to each other the license to exploit, market and sell the technology
associated with each of their respective existing and future patents arising
from any patent applications in existence as of the effective date of the
agreement for a period of five years.

         The Company's primary reasons for entering into this agreement with EMC
were to realize a guaranteed minimum return on its historical research and
development investment, and to do so in such a manner as to provide the Company
with a predictable stream of both revenue and cash over several years. Pursuant
to the terms and conditions of this agreement, the Company will record a
quarterly benefit to income of $1.8 million, and will receive a minimum of $7.0
million cash on an annual basis, which includes $2.0 million of royalty payments
and $5.0 million from the sale of patents and associated rights.

         In December 1993, the Company purchased substantially all the assets
and assumed certain liabilities of Systems Industries ("SI"), a competitor of
the Company, pursuant to a sale of SI's assets under the United States
Bankruptcy Code. The purchase price for the acquired assets consisted of $4.1
million of cash, a note in the amount of $4.0 million, and 491,710 shares of the
Company's common stock valued at $7.06 per share. The assets acquired included a
European manufacturing facility, intangible assets, consisting of maintenance
service contracts, access to an installed customer base, proprietary UNIX
software to support expansion of the Company's product lines and a
subcontracting relationship with Boeing Information Services, Inc., a subsidiary
of the Boeing Company, for a contract with the U.S. Army Information System
Selection and Acquisition Agency relating to RCAS. The intangibles totaled
approximately $16.3 million at the time of the acquisition and were originally
amortized on a straight-line basis over ten years, which resulted in quarterly
and annual operating charges of $0.4 million and $1.6 million, respectively. In
the fourth quarter of fiscal year 1996, the Company took a charge of $14.2
million to write-off the remaining unamortized intangible assets associated with
the SI acquisition. This impairment was based on management's current estimates
of the remaining economic value and life of the specific acquired assets related
to the intangible asset. As part of the SI acquisition, the Company accrued a
$3.7 million reserve to cover the costs of integration. This integration has
been completed, and the Company has utilized the full reserve for specific
integration costs. See Notes 1 and 11 of Notes to Consolidated Financial
Statements.

         In December 1992, the Company reached an agreement with DEC to settle
all patent litigation and related proceedings between the two companies. DEC
commenced the initial litigation in June 1991. As part of the settlement, the
Company entered into perpetual cross licenses to develop, manufacture and sell
products utilizing certain patented DEC technology, and five patents of the
Company were licensed to DEC. The Company will not receive any payment from DEC
for these licenses under the terms of the settlement agreement. The Company also
agreed to discontinue sales of products utilizing DEC's SDI/STI interfaces since
July 1, 1993. Separately, in December 1992, the Company ceased the development
and sales activities relating to its Lexcel network management software. The
Company determined that the resources required to develop and support Lexcel
would be better utilized for the Company's product transition to high-end
storage management systems. Accordingly, the Company recorded a non-recurring
charge in fiscal year 1993 of $10.1 million for the DEC settlement and the
Lexcel restructuring. This charge included approximately $2.4 million of
software development costs previously capitalized. Capitalizable software
development costs incurred subsequent to the write-off have been immaterial.



                                       14
<PAGE>   15


RESULTS OF OPERATIONS

         The following table sets forth selected items from the Consolidated
Statements of Operations as a percentage of total revenues for the periods
indicated, except for product gross profit and service gross profit, which are
expressed as a percentage of the related revenue. This information should be
read in conjunction with the Selected Financial Data and Consolidated Financial
Statements included elsewhere herein:

<TABLE>
<CAPTION>
                                         FISCAL YEAR ENDED
                                         -----------------
                                  APRIL 5,    APRIL 6,     APRIL 1,
                                   1997        1996         1995
                                   ----        ----         ----
<S>                                 <C>         <C>          <C>
Net product revenue                 78.3%       74.0%        71.6%
Service revenue                     21.7        26.0         28.4
                                   -----       -----        -----
    Total revenue                  100.0       100.0        100.0
Product gross profit                30.5        24.2         20.9
Service gross profit                39.5        35.3         34.8
                                   -----       -----        -----
    Gross profit                    32.5        27.0         24.9
Selling, general and
    administrative                  22.7        49.8         31.3
Research and development             6.6        10.9         10.1
                                   -----       -----        -----
    Operating income (loss)          3.2       (33.7)       (16.5)
Other income (expense), net          1.0        (3.5)        (0.8)
Income tax expense                   0.5         0.1          2.8
                                   -----       -----        -----
    Net income (loss)                3.7%      (37.3)%      (20.1)%
                                   =====       =====        =====
</TABLE>

         Net Product Revenue: Net product revenue increased $22.7 million, or
23%, over fiscal year 1996. This increase was primarily due to increased revenue
of $12.3 million from optical/tape products, primarily the mid-range 1500 series
of automated DLT tape libraries. In addition, software revenue and server
revenue increased $1.4 million and $10.6 million, respectively, over fiscal year
1996. These increases were partially offset by decreased sales of $1.6 million
to Boeing Information Services, Inc. relating to Boeing's RCAS contract with the
federal government.

         Net product revenue increased $6.5 million, or 7%, over fiscal year
1995. This increase was primarily due to $32.4 million of sales of server
products acquired as part of the acquisition of NPI. This increase was partially
offset by a reduction in sales of $16.0 million of the Company's historical high
performance server product line revenues. The $16.0 million reduction included
$2.3 million relating to the discontinuation of the FailSafe server and $10.0
million related to the termination of the Company's involvement in the Boeing
RCAS contract with the federal government. In addition, tape library product
line revenues decreased $1.3 million, as compared to the prior fiscal year.
Revenues from data management software product increased $1.8 million and
revenues of other miscellaneous products decreased $0.6 million from fiscal year
1995.

          Service Revenue: Service revenue was $33.4 million for fiscal year
1997, a decrease of $0.9 million, or 3%, from the prior year. This decrease is
primarily due to fewer post-warranty service contracts sold as a result of lower
product revenues from the DEC market from the same period of the prior fiscal
year.

         Service revenue was $34.2 million for fiscal year 1996, a decrease of
$1.9 million, or 5%, from the prior year. This decrease was primarily due to
fewer service contracts sold as a result of a lower mix of high performance
server product revenues from the same period of the prior fiscal year.

         Product Gross Profit: Product gross profit was $36.8 million for fiscal
year 1997, an increase of $13.2 million, or 56%, over fiscal year 1996, and the
gross profit percentage of net product sales was 31% for fiscal year 1997 as
compared to 24% for fiscal year 1996. Cost of goods sold for product revenue
included a charge of $2.1 million recorded in the fourth quarter of fiscal year
1996 to increase reserves on slower-moving and obsolete product inventories
primarily related to the DEC market. Before the impact of this charge, product
gross profit would have been $25.7 million for fiscal year 1996, and the gross
profit percentage of net product sales would have been 26%. The increase in
gross profit percentage, excluding the fourth quarter of fiscal year 1996
charges, was primarily due to increased operating efficiencies in the
manufacturing process as a result of improved inventory management and increased
product throughput, and resulted in increased gross profit of approximately $9.6
million. In addition, there was increased




                                       15
<PAGE>   16

royalty revenue recorded in fiscal year 1997 of $1.5 million related to the
February 1996 sale to EMC of substantially all of the Company's existing
patents, patent applications and rights thereunder.

         Product gross profit was $23.6 million for fiscal year 1996, an
increase of $4.5 million, or 24%, over fiscal year 1995, and the gross profit
percentage of net product sales was 24% as compared to 21% for fiscal year 1995.
Cost of goods sold for product revenue included charges of $2.1 million and $7.2
million recorded in the fourth quarter of fiscal year 1996 and 1995,
respectively, to increase reserves on slower-moving and obsolete product
inventories primarily related to the DEC market. Before the impact of these
charges, product gross profit would have been $25.7 million for fiscal year
1996, a decrease of $0.6 million, or 2% from fiscal year 1995, and the gross
profit percentage of net product sales would have been 26%, a decrease of 3%
from the prior year. The decrease in gross profit percentage, excluding the
fourth quarter charges, was primarily due to the higher mix of Open Systems
product revenue, which carries a lower margin percentage, and reduced
higher-margin product revenues related to the Boeing RCAS contract relationship.

           Service Gross Profit: Service gross profit for fiscal year 1997
increased $1.1 million, or 9%, over fiscal year 1996. The gross profit
percentage for service revenue was 40% in fiscal year 1997 as compared to 35%
for fiscal year 1996. Cost of goods sold for service revenue included a charge
of $0.5 million recorded in the fourth quarter of fiscal year 1996 to record the
write-down of field service spares inventory to net realizable. Before the
impact of this charge, service gross profit would have been $3.3 million for
fiscal year 1996, and the gross profit percentage of net service revenue would
have been 37%. The increase in gross profit percentage, excluding the fourth
quarter of fiscal year 1996 charge, was primarily due to reduced costs as a
result of restructuring activities begun in the fourth quarter of fiscal year
1996 and completed in the first quarter of fiscal year 1997.

         Service gross profit for fiscal year 1996 decreased $0.5 million, or
4%, from fiscal year 1995. The gross profit percentage for service revenue was
35% for both fiscal years 1996 and 1995. Cost of service revenue included
charges of $0.5 million and $3.3 million for fiscal years 1996 and 1995,
respectively, to record the write-down of field service spares inventory to net
realizable value. Before the impact of these charges, service gross profit for
fiscal year 1996 would have decreased $3.3 million, or 21% from fiscal year
1995, and the gross profit percentage of net service revenue for fiscal year
1996 would have been 37%, a decrease of 7% from fiscal year 1995. The decrease
in the gross profit percentage, excluding the fourth quarter charges, was
primarily due to decreased post-warranty contract service revenue of $1.9
million as a result of a decrease in mix of DEC market product revenues and an
increase in the service organization's cost structure of $1.4 million to support
expansion into the Open Systems market.

         Selling, General and Administrative Expenses: Selling, general and
administrative expenses decreased $30.8 million, or 47%, from fiscal year 1996.
This decrease is primarily due to charges recorded in the fourth quarter of
fiscal year 1996. In the fourth quarter of fiscal year 1996, the Company
recorded a $14.2 million charge to write-off the remaining unamortized
intangible assets related to the SI acquisition and recorded a $2.3 million
charge to write-off the remaining unamortized goodwill associated with the
acquisition of SCR Technologies. These charges were based on management's
evaluation in the fourth quarter of the recoverability of the acquired net
assets. Additionally, the Company accrued $2.1 million in the fourth quarter of
fiscal year 1996 for the settlement of a shareholder lawsuit and related legal
costs, a $1.0 million charge for sales and use tax liability and $1.5 million
for restructuring activities. In addition, payroll and related expenses
decreased approximately $3.2 million as a result of restructuring actions begun
in the fourth quarter of fiscal year 1996 and completed in the first quarter of
fiscal year 1997, goodwill amortization decreased $2.2 million due to the
write-off of goodwill in the fourth quarter of fiscal year 1996, depreciation
expense decreased $1.0 million due to the write-off of certain assets in the
fourth quarter of fiscal year 1996, travel expenses, supplies and services
decreased $0.8 million due to the restructuring actions noted above, legal
expense decreased $0.8 million, primarily as a result of the settlement of
shareholder litigation, and other expense categories decreased $1.7 million.

         Selling, general and administrative expenses increased $25.9 million,
or 65%, over fiscal year 1995. In fiscal year 1996, the Company recorded a $14.2
million charge to write-off the remaining unamortized intangible assets related
to the SI acquisition and recorded a $2.3 million charge to write-off the
remaining unamortized goodwill associated with the acquisition of SCR
Technologies. These charges were based on management's evaluation in the fourth
quarter of the recoverability of the acquired net assets. In addition, the
Company accrued $2.1 million in the fourth quarter of fiscal year 1996 for the
settlement of a shareholder lawsuit and related legal costs and a $1.0 million
charge for sales and use tax liability. In the fourth quarter of fiscal year
1995, the Company recorded $1.3 million of asset write-downs. Before the impact
of these charges in each of the respective years, selling, general and
administrative



                                       16
<PAGE>   17

expenses increased $7.6 million, or 20%, primarily as a result of additional
selling and administrative costs related to the acquisition of NPI.

         Research and Development Expenses: Research and development expenses in
fiscal year 1997 decreased $4.3 million, or 30%, from fiscal year 1996. The
decrease is primarily due to reduced payroll and related expenses of
approximately $1.3 million as a result of restructuring actions begun in the
fourth quarter of fiscal year 1996 and completed in the first quarter of fiscal
year 1997, and non-refundable research and development funding from NFT in
fiscal year 1997, of $1.6 million. Additionally, in the fourth quarter of fiscal
year 1996, the Company took a charge of $0.9 million for sales and use tax
liability and a charge of $0.5 million to write-off certain idle fixed assets.

         Research and development expenses in fiscal year 1996 increased $1.6
million, or 12%, over fiscal year 1995. The increase is primarily due to a
charge of $0.9 million for sales and use tax liability and a charge of $0.5
million to write-off certain idle fixed assets.

         Other Income (Expense), Net: Other income, net increased $6.1 million,
or 132% over fiscal year 1996. This increase is primarily due to an additional
$3.8 million of income recognized on the sale of substantially all of the
Company's existing patents, patent applications and rights thereof to EMC in
February 1996. Additionally, other expense decreased due to charges recorded in
fiscal year 1996 of $2.3 million related to a sales and use tax liability,
including interest.

         Other income (expense) in fiscal year 1996 consisted primarily of
interest expense on outstanding bank line borrowings and notes payable. Interest
expense for fiscal year 1996 increased $3.1 million over the prior year,
primarily as a result of increased bank line borrowings. Included in interest
expense in fiscal year 1996 was a $0.9 million charge for interest related to a
sales and use tax liability

         Income Taxes: The Company recorded a net tax expense of $0.7 million
for fiscal year 1997, as compared to an expense of $0.2 million in fiscal year
1996. The increase is primarily a result of the net income for fiscal year 1997
as compared to a net loss for fiscal year 1996. See Note 7 of Notes to
Consolidated Financial Statements.

         The Company recorded a net tax expense of $0.2 million for fiscal year
1996, as compared to an expense of $3.5 million in fiscal year 1995. The
decrease is primarily due to a charge of $3.3 million taken in fiscal year 1995
to reduce the Company's net deferred tax asset to an amount that would more
likely than not be realizable. See Note 7 of Notes to Consolidated Financial
Statements.

NEW ACCOUNTING STANDARDS

         Statement of Financial Accounting Standards No. 128, "Earnings Per
Share" ("Statement 128") issued in February 1997 specifies new standards
designed to improve the earnings per share ("EPS") information provided in
financial statements by simplifying the existing computational guidelines,
revising the disclosure requirements and increasing the comparability of EPS
data on an international basis. Some of the changes made to simplify the EPS
computations include: (a) eliminating the presentation of primary EPS and
replacing it with basic EPS, with the principal difference being that common
stock equivalents are not considered in computing basic EPS, (b) eliminating the
modified treasury stock method and the three percent materiality provision and
(c) revising the contingent share provisions and the supplemental EPS data
requirements. Statement 128 also makes a number of changes to existing
disclosure requirements. Statement 128 is effective for financial statements
issued for periods ending after December 15, 1997, including interim periods.
The Company does not believe the implementation of Statement 128 will have a
material effect on net income per share.

LIQUIDITY AND CAPITAL RESOURCES

         The Company has financed its capital requirements principally through
public and private equity financing and bank borrowings, including approximately
$15.2 million of net bank borrowings and $10.0 million of private equity funding
in fiscal year 1996, and approximately $36.6 million in equity funding for
fiscal year 1995 (of which $19.5 million was used to pay down existing debt at
the time of the Company's initial public offering). The Company had cash and
cash equivalents of $3.5 million at April 5, 1997.




                                       17
<PAGE>   18

         Cash and cash equivalents decreased $0.6 million at April 5, 1997 as
compared with the prior fiscal year end. Net operating activities provided $6.3
million in fiscal year 1997, primarily due to $17.0 million of operating losses
adjusted for non-cash items, partially offset by a $11.0 million increase in
accounts receivable primarily due to increased volume resulting from increased
revenue. The Company has increased its efforts in the first quarter of fiscal
year 1998 to reduce accounts receivable.

         Cash and cash equivalents decreased $1.5 million at April 6, 1996 as
compared with the prior fiscal year end. Net operating activities used $7.1
million in fiscal year 1996, primarily due to a $12.6 million of operating
losses adjusted for non-cash items, a $5.8 million reduction in accounts
payable, and a $2.5 million increase in inventories. These increases were
partially offset by a $8.4 million reduction in accounts receivable and a $3.2
million increase in accrued and other liabilities.

          The Company's investing activities during these periods included
acquisitions and capital expenditures to support research and development, sales
and operations. Effective April 2, 1995, the Company acquired all the
outstanding stock of NPI. As part of the acquisition the Company paid $2.6
million in cash to NPI, issued notes in the aggregate amount of $2.0 million
payable in two equal annual installments beginning April 1, 1996 and guaranteed
earnout payments in the aggregate amount of $3.0 million payable in three equal
annual installments beginning in April 1996. In addition, the acquisition
agreement provided for contingent payments of up to $1.0 million payable in
April 1998. The Board of Directors approved the payment of the contingent $1.0
million payment during the fourth quarter of fiscal year 1997. The accelerated
timing of the payment was based on the over-achievement of the performance
criteria as set forth in the amended NPI stock purchase agreement. In fiscal
year 1995, the Company acquired certain assets and assumed certain liabilities
of Raxco. As part of the acquisition, the Company paid $1.0 million in cash to
Raxco, and issued notes payable in the total principal amount of $2.5 million,
to be paid in ten quarterly installments beginning in April 1995. During fiscal
year 1993, the Company incurred and accrued non-recurring charges relating to
the DEC settlement and the Lexcel restructuring totaling $10.1 million. The cash
outlays relating to these charges amounted to $1.0 million each in fiscal years
1997, 1996, 1995 and 1994 and one semi-annual cash payment of $0.5 million is
due June 1997. See Notes 11 and 14 of Notes to Consolidated Financial
Statements.

          At April 5, 1997, the Company's days sales outstanding were 76 days,
as compared to 60 days at April 6, 1996. The Company's average days sales
outstanding is impacted by the high percentage of sales occurring within the
last month of each quarter and the large percentage of international sales,
which historically have slower payment patterns. The increase is primarily due
to increased volume resulting from increased revenue. The Company has increased
its efforts in the first quarter of fiscal year 1998 to reduce accounts
receivable.

         On March 31, 1995, the Company entered in to an agreement whereby the
Company had available asset secured bank lines of credit of up to $20.0 million,
limited by the value of the pledged collateral which consists of the Company's
accounts receivable and inventories. In May 1996, the agreement was amended to
increase the line of credit to $30.0 million as a result of a collateralized
guarantee made to the bank by an affiliate of NFT, an entity affiliated with the
Company's major stockholder and Chairman of the Board. At April 5, 1997,
borrowings outstanding were $22.1 million under this agreement. At June 23,
1997, the outstanding balance under this line was approximately $19.4 million.
This line replaced an existing agreement with two separate banks whereby the
Company had an asset-secured line of credit of up to $12.0 million. There were
$5.4 million of borrowings outstanding against that bank line of credit at April
1, 1995, which was paid off under the Company's new credit arrangement
subsequent to April 1, 1995.

         Effective June 12, 1997, the Company entered into an agreement with
Greyrock Business Credit whereby under an asset secured domestic line of credit,
the Company may borrow up to $30.0 million limited by the value of pledged
collateral. As part of the agreement, Silicon Valley Bank has a participation
interest. The agreement allows the Company to borrow at a blended rate of prime
rate plus 1.67%. The initial term of the agreement is for one year and
automatically and continuously renews for a subsequent year, unless terminated
by either party per the agreement.

         During April and May 1994, the Company received $36.1 million, net of
expenses, in connection with its initial public offering in which it sold
approximately 4.5 million shares of common stock. See Note 2 of Notes to
Consolidated Financial Statements. The initial public offering closed on April
14, 1994 with a second closing on May 11, 1994 for the partial exercise of the
underwriters' overallotment option.




                                       18
<PAGE>   19


         On July 19, 1995, the Company entered into an agreement whereby it
received a loan of approximately $10.0 million from an entity affiliated with
the Company's major stockholder and Chairman of the Board. Pursuant to the terms
of the agreement, the Company issued a long-term subordinated note to the lender
which was convertible into common stock of the Company at a price per common
share equal to the fair market value of such stock on the date of the
conversion. On April 11, 1996, the lender exercised its right to convert the
current principal and accrued interest outstanding thereunder of $10.1 million
into common stock of the Company. See Notes 8 and 12 of Notes to Consolidated
Financial Statements.

         Effective February 9, 1996, the Company entered into an agreement with
EMC, whereby the Company sold to EMC substantially all of the Company's existing
patents, patent applications and rights thereof. The consideration the Company
will receive for these rights include: (a) $30.0 million to be received in six
equal annual installments of $5.0 million each, the first of which was received
upon closing of the agreement on February 9, 1996, the remaining payments to be
received beginning January 1997 and in each of the subsequent four years; and
(b) royalty payments in the aggregate of up to a maximum of $30.0 million over
the term of the agreement, of which a minimum of $10.0 million will be received
in five annual installments, beginning within thirty days of the first
anniversary of the effective date of the agreement, and within thirty days of
each subsequent anniversary thereof.

         Effective April 7, 1996, the Company entered into an agreement with NFT
whereby NFT was to provide the Company with up to $2.4 million of non-refundable
research and development funding based on actual research and development
expenses incurred in connection with new and enhanced Backup-UNET software
products, RLM Software Products Group, and the Open Media Products Group. The
Company received $1.6 million in fiscal year 1997 under this agreement and does
not anticipate any additional funding under this agreement.

         Management believes that the Company's working capital, bank lines of
credit and cash flow from operating activities will be sufficient to meet the
Company's operating and capital expenditure requirements for the next twelve
months; however, in the longer term, the Company may require additional funds to
support its working capital requirements including financing of accounts
receivable and inventory, or for other purposes, and may seek to raise such
funds through public or private equity financing, bank lines of credit or from
other sources. No assurance can be given that additional financing will be
available or that, if available, will be on terms favorable to the Company.

INFLATION AND FOREIGN CURRENCY EXCHANGE

         Inflation and foreign currency exchange rate fluctuations have not had
a material impact on the Company's results of operations in the past. There can
be no assurance, however, that they will not have a material adverse effect on
the Company's results of operations in future periods.

ITEM 7A.  QUANITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS:

         Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA:

         The information required by this Item is incorporated herein by
reference to the consolidated financial statements and supplementary data listed
in Item 14 of Part IV of this report.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH INDEPENDENT AUDITORS ON ACCOUNTING
         AND FINANCIAL DISCLOSURE:

         None.




                                       19
<PAGE>   20


                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT:

         Information with respect to directors of the Company is incorporated by
reference to the information set forth in the Company's Proxy Statement under
the caption "Directors and Executive Officers." Information with respect to the
Company's executive officers is set forth in Part I, above, under the caption
"Executive Officers of the Registrant."

ITEM 11.  EXECUTIVE COMPENSATION:

         The information set forth under the caption "Compensation of Directors
and Executive Officers and Other Information" in the Company's Proxy Statement
is incorporated herein by reference.

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

         The information set forth under the caption "Voting Securities and
Principal Holders Thereof" in the Company's Proxy Statement is incorporated
herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS:

         The information set forth under the caption "Compensation of Directors
and Executive Officers and Other Information" in the Company's Proxy Statement
is incorporated herein by reference.

                                     PART IV

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

         The following Consolidated Financial Statements of MTI and the
Independent Auditors' Report are attached hereto beginning on pages F-1 and S-1.

         (a)(1)  Consolidated Financial Statements:

                 Independent Auditors' Report

                 Consolidated Balance Sheets as of April 5, 1997 and April 6,
                 1996

                 Consolidated Statements of Operations for fiscal years 1997,
                 1996 and 1995

                 Consolidated Statements of Stockholders' Equity (Deficiency)
                 for fiscal years 1997, 1996 and 1995

                 Consolidated Statements of Cash Flows for fiscal years 1997,
                 1996 and 1995

                 Notes to Consolidated Financial Statements

            (2)  The following financial statement schedule for fiscal years
                 1997, 1996 and 1995 is submitted herewith:

                 Schedule II -- Valuation and Qualifying Accounts (See page S-1)

                 All other schedules are omitted because they are not applicable
                 or the required information is shown in the Consolidated
                 Financial Statements or notes thereto.




                                       20
<PAGE>   21


            (3)  Exhibits included herewith (numbered in accordance with
                 Item 601 of Regulation S-K):

<TABLE>
<CAPTION>
EXHIBIT
NUMBER     DESCRIPTION
------     -----------
<S>        <C>
  2.1      Agreement and Plan of Reorganization between the Company and SF2
           Corporation, dated as of January 10, 1992, as amended by Amendment
           No. 1 dated as of February 24, 1992, and Amendment No. 2 dated as of
           March 3, 1992. Exhibits and Schedules to this Agreement, generally
           listing affiliates, capitalization, material contracts requiring
           consent, financial statements and information, and property,
           equipment, inventory, patent and employee information concerning SF2
           Corporation, and purchase orders distributors and license agreements
           of the Company, have been omitted. The Company undertakes to furnish
           supplementary a copy of any omitted exhibit or schedule to the
           Commission upon request. (1)

  2.2      Agreement of Merger pertaining to the Company's reincorporation in
           Delaware, dated as of September 9, 1992. (1)

  2.3      Agreement for Purchase and Sale of Assets between the Company and
           System Industries, Inc., dated as of November 12, 1993. Exhibits to
           this Agreement, generally listing the real, personal and intellectual
           property purchased and the agreements assumed by the Company under
           this Agreement have been omitted. The Company undertakes to furnish
           supplementary a copy of any omitted exhibit to the Commission upon
           request. (1)

  3.1      Restated Certificate of Incorporation of the Company. (1)

  3.2      By-laws of the Company. (1)

  4.1      Form of Registration Rights Agreement between the Company and certain
           Purchasers, and schedule of such Purchasers. (1)

  4.2      Registration Rights Agreement among the Company, Dialogic System
           Corporation and NFT Ventures, Inc., dated June 15, 1992, as amended
           as of April 1, 1993 and as of February 11, 1994. (1)

  4.3      Registration Rights Agreement between the Company and NFT Ventures,
           Inc., dated November 30, 1992. (1)

  4.4      [Intentionally omitted]

  4.5      [Intentionally omitted]

  4.6      Stock Purchase Warrant of the Company issued to NFT Ventures, Inc.,
           dated April 1, 1993. (1)

  4.7      Contingent Stock Purchase Warrant of the Company issued to NFT
           Ventures, Inc., dated April 1, 1993. (1)

  4.8      Contingent Stock Purchase Warrant of the Company issued to NFT
           Ventures, Inc., issued April 1, 1993. (1)

  4.9      Convertible Subordinated Note Purchase Agreements dated as of
           July 19, 1985. (1)

  4.10     Class B Convertible Subordinated Note Purchase Agreement dated as of
           August 6, 1986. (1)

  4.11     Registration Rights Agreement between the Company and Dialogic
           Systems Corporation, dated November 30, 1992. (1)

  4.12     Specimen Stock Certificate. (1)

</TABLE>




                                       21
<PAGE>   22

<TABLE>
<S>        <C>
  4.13     Stock Purchase Warrant of the Company issued to NFT Ventures, Inc.,
           dated February 11, 1994. (1)

  4.14     Contingent Stock Purchase Warrant of the Company issued to NFT
           Ventures, Inc., dated February 11, 1994. (1)

  4.15     Warrant to Purchase Common Stock of the Company issued to Raxco,
           Inc., dated as of December 31, 1994. (4)

 10.1      [Intentionally omitted]

 10.2      Triple Net Lease between the Company and Catellus Development
           Corporation effective December 20, 1991. (1)

 10.3      Owner Participation Agreement between the Company, Catellus
           Development Corporation and Anaheim Redevelopment Agency, dated as of
           January 7, 1992, including exhibits. (1)

 10.4      Subordinated Promissory Note made by the Company to System
           Industries, Inc., dated December 20, 1993. (1)

 10.5      Security Agreement between the Company and System Industries, Inc.,
           dated as of December 20, 1993. (1)

 10.6      [Intentionally omitted]

 10.7      [Intentionally omitted]

 10.8      [Intentionally omitted]

 10.9      Reimbursement Agreement between the Company and Dialogic Systems
           Corporation, dated as of June 18, 1992. (1)

 10.10     10% Subordinated Promissory Note Due 1993, made by the Company to
           Dialogic Systems Corporation, dated June 18, 1992. (1)

 10.11     Subordinated Reimbursement Agreement between the Company, Micro
           Technology GmbH, Dialogic Systems Corporation, and NFT Ventures,
           Inc., dated as of November 20, 1992. (1)

 10.12     Stock Purchase Agreement between the Company and NFT Ventures, Inc.,
           dated as of November 20, 1992. (1)

 10.13     Form of Stock Purchase Agreement between the Company and certain
           Purchasers, and schedule of such Purchasers. (1)

*10.14     Form of Nonqualified Stock Option Agreement under the Stock Incentive
           Plan. (1)

 10.15     Stock Purchase Agreement between the Company and the shareholders of
           SCR S.A. and Systems Compatibles et Reseaux Technologies S.A., dated
           December 10, 1991. (1)

*10.16     Form of Indemnification Agreement. (1)

 10.17     [Intentionally omitted]

 10.18     [Intentionally omitted]

 10.19     Subordinated Reimbursement Agreement between the Company and
           Dialogic Systems Corporation, dated as of April 1, 1993. (1)
</TABLE>



                                       22
<PAGE>   23

<TABLE>
<S>        <C>
*10.20     Micro Technology, Inc. Incentive Stock Option Plan -- 1985. (1)

*10.21     1987 Incentive Stock Option and Nonqualified Stock Option Plan of the
           Company (the "1987 Stock Option Plan"). (1)

*10.22     Form of Incentive Common Stock Option Agreement under the 1987 Stock
           Option Plan. (1)

*10.23     Form of Nonqualified Common Stock Option Agreement under the 1987
           Stock Option Plan. (1)

*10.24     Stock Incentive Plan of the Company. (1)

*10.25     1988 Stock Option Plan, as amended August 12, 1991, of SF2
           Corporation. (1)

 10.26     Subordinated Promissory Note of the Company issued to NFT Ventures,
           Inc., dated February 15, 1994. (1)

 10.27     Subordinated Reimbursement Agreement between the Company and NFT
           Ventures, Inc., dated February 11, 1994. (1)

 10.28     Form of Consultant/Employee Confidentiality Agreement. (1)

 10.29     Lease between Oak Creek Delaware, Inc., and the Company, dated
           December 18, 1993. (1)

*10.30     Form of Incentive Stock Option Agreement under the Stock Incentive
           Plan. (1)

*10.31     MTI Technology Corporation 1994 Employee Stock Purchase Plan, as
           amended. (2)

*10.32     MTI Technology Corporation Directors' Non-Qualified Stock Option
           Plan. (1)

 10.33     Stock Purchase Agreement between Earl M. Pearlman, William E. Decker,
           and the William E. Decker Trust and Registrant, dated as of April 2,
           1995. Exhibits and schedules to this Agreement, generally listing
           stock ownership, form of promissory notes, form of counsel opinions,
           form of employment agreements, form of stock option agreements, form
           of indemnification with agreements and initial term sheets have been
           omitted. Registrant undertakes to furnish supplementary a copy of any
           omitted exhibit or schedule to the Commission upon request. (3)

 10.34     Loan and Security Agreement between the Company and Greyrock Business
           Credit, dated March 31, 1995, and Schedule thereto. (4)

 10.35     Loan Agreement, dated July 19, 1995, between NFT Ventures II, LLC
           and Registrant. (5)

 10.36     Amendment No. 1 to Stock Purchase Agreement and Senior Promissory
           Notes, dated as of July 31, 1995, between Earl M. Pearlman, William
           E. Decker, the William E. Decker Trust and Registrant. (5)

 10.37     Statement of Work No. 1 under the Master Task Agreement Version 1.0,
           effective July 27, 1995, between NFT Ventures II, LLC and Registrant,
           and letter relating thereto. (6)

*10.38     Employment Agreement, dated as of May 15, 1995, between Earl M.
           Pearlman and Registrant. (6)

 10.39     Asset Purchase Agreement, dated February 9, 1996, between EMC
           Corporation and Registrant, dated as of February 9, 1996.
           (Confidential treatment granted pursuant to Rule 24b-2) (7)

 10.40     Amended Loan Agreement and related documents between the Company,
           Greyrock Business Credit, and Dialogic Systems Corporation, dated
           May 3, 1996. (8)

 10.41     Stock Purchase Warrant of the Company issued to NFT Ventures, Inc.,
           dated July 1, 1996. (8)
</TABLE>




                                       23
<PAGE>   24

<TABLE>
<S>        <C>
 10.42     [Intentionally omitted]

 10.43     Letter dated April 3, 1996, between the Company and Michael
           Clemens. (8)

 10.44     NRE Funding Agreement between the Company and NFT Ventures, Inc.,
           dated June 27, 1996. (8)

 10.45     Contingent Stock Purchase Warrant of the Company issued to NFT
           Ventures, Inc., dated June 27, 1996. (8)

 10.46     1996 Stock Incentive Plan (9)

 10.47     Amendment No. 2 to Stock Purchase Agreement and Senior Promissory
           Notes dated as of October 3, 1996 between Earl M. Pearlman, William
           E. Decker, the William E. Decker Trust and Registrant. (9)

 10.48     Loan and Security Agreement between the Company and Greyrock Business
           Credit, dated May 23, 1997, and Schedule thereto.

 21.1      Subsidiaries of the Company.

 23.1      Consent of KPMG Peat Marwick LLP.

 24        Power of Attorney (see page 25)

 27        Financial Data Schedule
</TABLE>


----------
(1)  Filed as an Exhibit to the Registrant's Registration Statement on Form S-1
     (No. 33-75180).

(2)  Filed as an Exhibit to the Registrant's Annual Report on Form 10-K for the
     fiscal year ended April 2, 1994.

(3)  Filed as an Exhibit to the Registrant's Current Report on Form 8-K dated
     May 15, 1995.

(4)  Filed as an Exhibit to the Registrant's Annual Report on Form 10-K for the
     fiscal year ended April 1, 1995.

(5)  Filed as an Exhibit to the Registrant's Quarterly Report on Form 10-Q for
     the quarterly period ending July 1, 1995.

(6)  Filed as an Exhibit to the Registrant's Quarterly Report on Form 10-Q for
     the quarterly period ended September 30, 1995.

(7)  Filed as an Exhibit to the Registrant's Quarterly Report on Form 10-Q for
     the quarterly period ended December 30, 1995.

(8)  Filed as an Exhibit to the Registrant's Annual Report on Form 10-K for the
     fiscal year ended April 6, 1996.

(9)  Filed as an Exhibit to the Registrant's Quarterly Report on Form 10-Q for
     the quarterly period ending October 6, 1995.

 *   Management or compensatory plan or arrangement.


(b)      Reports on Form 8-K

         None.




                                       24
<PAGE>   25



                                   SIGNATURES


         Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized, on the 1st day of July
1997.

                                 MTI TECHNOLOGY CORPORATION

                                 By:  /s/Earl M. Pearlman
                                      ------------------------------------------
                                         Earl M. Pearlman
                                         (President and Chief Executive Officer)

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below, constitutes and appoints Earl M. Pearlman and Dale R. Boyd,
jointly and severally, attorneys-in-fact and agents, each with full power of
substitution, for him in any and all capacities to sign any and all amendments
to this Report, and to file the same, and all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact and
agents, and his or their substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

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

<TABLE>
<CAPTION>
         SIGNATURE                                   TITLE                       DATE
         ---------                                   -----                       ----

<S>                                         <C>                                  <C>
/s/ Earl M. Pearlman                        President and Chief Executive        July 1, 1997
------------------------------------        Officer
   (Earl M. Pearlman)

/s/ Dale R. Boyd                            Vice President, Chief Financial      July 1, 1997
------------------------------------        Officer (Principal Financial and
    (Dale R. Boyd)                          Accounting Officer)

/s/ Raymond J. Noorda                       Chairman of the Board                July 1, 1997
------------------------------------
   (Raymond J. Noorda)

/s/ Steven J. Hamerslag                     Vice Chairman of the Board           July 1, 1997
------------------------------------
   (Steven J. Hamerslag)

/s/ Val Kreidel                             Director                             July 1, 1997
------------------------------------
   (Val Kreidel)

/s/ David Proctor                           Director                             July 1, 1997
------------------------------------
   (David Proctor)
</TABLE>





                                       25
<PAGE>   26



                          INDEX TO FINANCIAL STATEMENTS


<TABLE>
<CAPTION>
                                                                                      PAGE
                                                                                      ----
<S>                                                                                    <C>
Independent Auditors' Report ....................................................      F-2

Consolidated Balance Sheets as of April 5, 1997 and April 6, 1996 ...............      F-3

Consolidated Statements of Operations for the fiscal years ended April 5, 1997,
     April 6, 1996 and April 1, 1995 ............................................      F-4

Consolidated Statements of Stockholders' Equity (Deficiency) for the fiscal years
     ended April 5, 1997, April 6, 1996 and April 1, 1995 .......................      F-5

Consolidated Statements of Cash Flows for the fiscal years ended April 5, 1997,
     April 6, 1996 and April 1, 1995 ............................................      F-6

Notes to Consolidated Financial Statements ......................................      F-7

FINANCIAL STATEMENT SCHEDULE OF THE COMPANY

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






                                      F-1
<PAGE>   27







                          INDEPENDENT AUDITORS' REPORT


The Board of Directors
MTI Technology Corporation:

         We have audited the consolidated financial statements of MTI Technology
Corporation and subsidiaries as listed in the accompanying index. In connection
with our audits of the consolidated financial statements, we also have audited
the financial statement schedule listed in the accompanying index. These
consolidated financial statements and financial statement schedule are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements and financial statement
schedule based on our audits.

         We conducted our audits in accordance with generally accepted auditing
standards. Those standards 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. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

         In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of MTI
Technology Corporation and subsidiaries as of April 5, 1997 and April 6, 1996,
and the results of their operations and their cash flows for the fiscal years
ended April 5, 1997, April 6, 1996, and April 1, 1995, in conformity with
generally accepted accounting principles. Also in our opinion, the related
financial statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly, in all
material respects, the information set forth therein.



                                        KPMG Peat Marwick LLP


Orange County, California
May 20, 1997









                                      F-2
<PAGE>   28



                           MTI TECHNOLOGY CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                                 (in thousands)


<TABLE>
<CAPTION>
                                                               April 5,       April 6,
                                                                 1997           1996
                                                               --------       --------
<S>                                                            <C>            <C>
                  ASSETS

Current assets:
  Cash and cash equivalents                                    $  3,487       $  4,055
  Short-term investments                                            850             --
  Accounts receivable, less allowance for
        doubtful accounts and sales returns of
        $9,283 in 1997 and $5,437 in 1996                        31,899         21,101
  Inventories                                                    14,637         21,499
  Deferred income tax benefit                                       960            784
  Prepaid expenses and other receivables                          2,862          3,750
                                                               --------       --------
        Total current assets                                     54,695         51,189
Property, plant and equipment, net                               13,220         16,323
Intangible assets and goodwill, less
        accumulated amortization of $3,680 in
        1997 and $1,880 in 1996                                  15,027         15,852
Other                                                               650            659
                                                               --------       --------
                                                               $ 83,592       $ 84,023
                                                               ========       ========

        LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

Current liabilities:
  Short-term borrowings                                        $ 22,102       $ 20,613
  Current maturities of long-term debt                            1,851          8,297
  Accounts payable                                               14,347         14,580
  Accrued liabilities                                            15,622         18,724
  Deferred income                                                13,040         14,941
                                                               --------       --------
        Total current liabilities                                66,962         77,155
Long-term debt, less current maturities                               6          5,966
Deferred income                                                     242            550
Other                                                                 5            539
                                                               --------       --------
        Total liabilities                                        67,215         84,210
                                                               --------       --------
Stockholders' equity (deficiency):
  Preferred stock, $.001 par value; authorized
    5,000 shares; issued and outstanding, none                       --             --
  Common stock, $.001 par value; authorized
    40,000 shares; issued (including treasury
    shares) and outstanding 26,537 and 20,243
    shares in 1997 and 1996, respectively                            26             20
  Additional paid-in capital                                     88,780         77,762
  Accumulated deficit                                           (68,010)       (73,645)
  Less cost of treasury stock (755 and 794 shares
    in 1997 and 1996, respectively)                              (2,788)        (2,938)
  Cumulative foreign currency translation
    adjustments                                                  (1,631)        (1,386)
                                                               --------       --------
Total stockholders' equity (deficiency)                          16,377           (187)
Commitments and contingencies
Subsequent event
                                                               $ 83,592       $ 84,023
                                                               ========       ========
</TABLE>



        See accompanying notes to the consolidated financial statements.




                                      F-3
<PAGE>   29


                           MTI TECHNOLOGY CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
        FISCAL YEARS ENDED APRIL 5, 1997, APRIL 6, 1996 AND APRIL 1, 1995
                      (in thousands, except per share data)


<TABLE>
<CAPTION>
                                               1997            1996            1995
                                               ----            ----            ----
<S>                                          <C>             <C>             <C>
Net product revenue                          $ 120,359       $  97,682       $  91,140
Service revenue                                 33,368          34,232          36,177
                                             ---------       ---------       ---------
      Total revenue                            153,727         131,914         127,317

Product cost of revenue                         83,607          74,057          72,082
Service cost of revenue                         20,196          22,162          23,590
                                             ---------       ---------       ---------
      Total cost of revenue                    103,803          96,219          95,672
                                             ---------       ---------       ---------

      Gross profit                              49,924          35,695          31,645

Operating expenses:
    Selling, general and administrative         34,936          65,715          39,812
    Research and development                    10,103          14,384          12,825
                                             ---------       ---------       ---------
      Total operating expenses                  45,039          80,099          52,637

      Operating income (loss)                    4,885         (44,404)        (20,992)

Other income (expense):
    Interest expense                            (2,993)         (4,090)           (966)
    Interest income                                 87              99             339
    Other income (expense)                       4,389            (645)           (381)
                                             ---------       ---------       ---------

Income (loss) before income taxes                6,368         (49,040)        (22,000)
      Income tax expense                           664             179           3,540
                                             ---------       ---------       ---------
      Net income (loss)                      $   5,704       $ (49,219)      $ (25,540)
                                             =========       =========       =========

Income (loss) per common and  common
    equivalent share                         $    0.21       $   (2.54)      $   (1.34)
                                             =========       =========       =========

Weighted average common and common
    equivalent shares                           26,723          19,400          19,029
                                             =========       =========       =========
</TABLE>




        See accompanying notes to the consolidated financial statements.




                                      F-4
<PAGE>   30



                           MTI TECHNOLOGY CORPORATION
          CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
        FISCAL YEARS ENDED APRIL 5, 1997, APRIL 6, 1996 AND APRIL 1, 1995
                                 (in thousands)


<TABLE>
<CAPTION>
                                                                                                  Cumulative      Total
                                                                                                   Foreign        Stock-
                                                                     Additional      Retained      Currency       holders'
                                                 Common Stock         Paid-in        Earnings     Translation      Equity
                                               Shares       Amount    Capital        (Deficit)    Adjustments   (Deficiency)
                                               ------       ------    -------        ---------    -----------   ------------
<S>                                             <C>          <C>      <C>            <C>            <C>           <C>
Balance at April 2, 1994                        15,008       $15      $ 40,866       $  1,214       $(1,900)      $ 40,195
Common stock issued in connection
     with initial public offering, net of
     offering expenses                           4,455         4        36,090             --            --         36,094
Exercise of stock options (including
     compensation expense of $239)                 751         1           650             --            --            651
Purchase of treasury shares                       (875)       --        (3,263)            --            --         (3,263)
Treasury shares issued under
     Employee Stock Purchase Plan                   16        --            62            (17)           --             45
Foreign currency translation
    adjustments                                     --        --            --             --           956            956
Net loss                                            --        --            --        (25,540)           --        (25,540)
                                               -------       ---      --------       --------       -------       --------
Balance at April 1, 1995                        19,355        20        74,405        (24,343)         (944)        49,138
Exercise of stock options (including
    compensation expense of $129)                   30        --           155             --            --            155
Treasury shares issued under
    Employee Stock Purchase Plan and
    other                                           64        --           264            (83)           --            181
Foreign currency translation
    adjustments                                     --        --            --             --          (442)          (442)
Net loss                                            --        --            --        (49,219)           --        (49,219)
                                               -------       ---      --------       --------       -------       --------
Balance at April 6, 1996                        19,449        20        74,824        (73,645)       (1,386)          (187)
Exercise of stock options (including
    compensation expense of $14)                   300        --           529             --            --            529
Treasury shares issued under
    Employee Stock Purchase Plan and
    other                                           40        --           150            (69)           --             81
Conversion of secured subordinated note          5,993         6        10,107             --            --         10,113
Issuance of warrants                                --        --           382             --            --            382
Foreign currency translation
    adjustments                                     --        --            --             --          (245)          (245)
Net income                                          --        --            --          5,704            --          5,704
                                               -------       ---      --------       --------       -------       --------
Balance at April 5, 1997                        25,782       $26      $ 85,992       $(68,010)      $(1,631)      $ 16,377
                                               =======       ===      ========       ========       =======       ========
</TABLE>




        See accompanying notes to the consolidated financial statements.




                                      F-5
<PAGE>   31


                           MTI TECHNOLOGY CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
        FISCAL YEARS ENDED APRIL 5, 1997, APRIL 6, 1996 AND APRIL 1, 1995
                                 (in thousands)


<TABLE>
<CAPTION>
                                                                             1997            1996            1995
                                                                           ---------       ---------       --------
<S>                                                                        <C>             <C>             <C>
Cash flows from operating activities:
        Net income (loss)                                                  $   5,704       $ (49,219)      $(25,540)
        Adjustments to reconcile net income
          (loss) to net cash provided by
          (used in) operating activities:
        Depreciation and amortization                                          9,854          28,255          9,918
        Provision for sales returns and losses
          on accounts receivable, net                                            319             154             99
        Provision for inventory obsolescence                                   3,238           4,056         10,600
        Loss on disposal of  fixed assets                                        259             923          3,297
        Deferred income tax expense (benefit)                                   (176)             --          5,123
        Deferred income                                                       (2,208)          3,056            (71)
        Compensation related to stock options                                     14             129            239
Change in assets and liabilities, net of effect of acquisitions:
        Accounts receivable                                                  (11,087)          8,404         11,841
        Inventories                                                            1,984          (2,531)       (13,465)
        Prepaid expenses, other receivables
          and other assets                                                     1,527           2,199         (2,368)
        Accounts payable                                                        (228)         (5,799)           163
        Accrued and other liabilities                                         (2,853)          3,299         (2,604)
                                                                           ---------       ---------       --------
        Net cash provided by (used in) operating activities                    6,347          (7,074)        (2,768)
                                                                           ---------       ---------       --------
Cash flows from investing activities:
        Capital expenditures for property, plant and equipment                (3,780)         (8,910)        (8,001)
        Proceeds from sale of property, plant and equipment, net                  --             340             --
        Acquisition of assets and liabilities of
          businesses, net of cash acquired                                    (1,000)         (2,690)        (1,628)
        Long term investments                                                     --              --           (250)
        Short term investments                                                  (850)             --             --
                                                                           ---------       ---------       --------
        Net cash used in investing activities                                 (5,630)        (11,260)        (9,879)
                                                                           ---------       ---------       --------
 Cash flows from financing activities:
        Borrowings under notes payable, net of acquisitions                  116,986         129,887         20,984
        Borrowings under notes payable to fund acquisition of NPI              1,000           2,608             --
        Proceeds from issuance of common stock
         and exercise of options and warrants                                    596              66         36,551
        Repayments of notes payable                                         (119,552)       (115,807)       (40,466)
        Repurchase of common stock                                                --              --         (3,263)
                                                                           ---------       ---------       --------
        Net cash provided by (used in) financing activities                     (970)         16,754         13,806
                                                                           ---------       ---------       --------
Effect of exchange rate changes on cash                                         (315)             73            427
                                                                           ---------       ---------       --------
Net increase (decrease) in cash and cash equivalents                            (568)         (1,507)         1,586
Cash and cash equivalents at beginning of year                                 4,055           5,562          3,976
                                                                           ---------       ---------       --------
Cash and cash equivalents at end of year                                   $   3,487       $   4,055       $  5,562
                                                                           =========       =========       ========
Supplemental disclosures of cash flow information: Cash paid
    during the period for:
        Interest                                                           $   2,963       $   2,330       $    923
        Income taxes                                                             348             481          1,438
Supplemental schedule of noncash investing and
    financing activities:
        Conversion of debt to common stock (note 12)                          10,113              --             --
        Revaluation on acquired SI fixed assets                                   --              --          1,347
        Issuance of common stock, notes, options
        and warrants in connection with acquisitions  (note 11)                   --           5,000          2,500
</TABLE>



        See accompanying notes to the consolidated financial statements.





                                      F-6
<PAGE>   32

                           MTI TECHNOLOGY CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)


(1)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Principles of Consolidation

         The accompanying consolidated financial statements include the accounts
of MTI Technology Corporation and subsidiaries (the "Company" or "MTI"). All
significant intercompany accounts and transactions have been eliminated in
consolidation.

         Fiscal Year

         The Company's year-end is the first Saturday following March 31. Fiscal
year 1997 ended on April 5 and consisted of 52 weeks. Fiscal year 1996 ended on
April 6 and consisted of 53 weeks. Fiscal year 1995 ended on April 1 and
consisted of 52 weeks.

         Revenue Recognition

         Sales of the Company's computer equipment are recorded upon shipment,
net of an allowance for estimated returns. Revenue from equipment maintenance
contracts is recorded as deferred income when billed and is recognized as earned
over the period in which the services are provided, primarily straight-line over
the term of the contract. The Company maintains a warranty accrual for the
estimated future warranty obligation, based on the relationship of historical
and anticipated warranty costs and sales volumes.

         The Company recognizes revenue from software licenses, provided there
are no significant Company obligations related to the sale and the resulting
receivable is deemed collectible, at the time the software is shipped, net of an
allowance for returns, cancellations and maintenance, including vendor and
post-contract support obligations. Revenue from maintenance agreements,
including the allowance for maintenance bundled with software licenses, is
recognized ratably over the term of the related agreement. Revenue from
consulting and other software-related services is recognized as the services are
rendered.

         Cash and Cash Equivalents

         At April 5, 1997 and April 6, 1996, $266 and $1,102, respectively, of
short term commercial paper investments and money market fund investments are
included in cash and cash equivalents. The Company considers all highly liquid
investments purchased with an original maturity of three months or less to be
cash equivalents.

         Short-Term Investments

         Short-term investments are comprised of certificates of deposit with an
original maturity date longer than three months and are stated at cost, which
approximates market value.

         Inventories

         Inventories are valued at the lower of cost (first-in, first-out) or
market (net realizable value), net of an allowance for obsolete, slow-moving and
non-salable inventory. The allowance is periodically adjusted based upon
management's review of inventories on-hand, historic product sales and
forecasts.



                                      F-7
<PAGE>   33


         Property, Plant and Equipment

         Property, plant and equipment are recorded at cost. Depreciation is
calculated using the straight-line method over the estimated useful lives of two
to seven years. Leasehold improvements are amortized using the straight-line
method over the lesser of the useful life of the improvement or the term of the
related lease. Maintenance and repairs are expensed as incurred.

         Accounting for Stock Options

         Prior to April 7, 1996, the Company accounted for its stock option plan
in accordance with the provisions of Accounting Principles Board ("APB") Opinion
No. 25, "Accounting for Stock Issued to Employees," and related interpretations.
As such, compensation expense would be recorded on the date of grant only if the
current market price of the underlying stock exceeded the exercise price. On
April 7, 1996, the Company adopted Statement of Financial Accounting Standards
No. 123, "Accounting for Stock-Based Compensation" ("Statement 123"), which
permits entities to recognize as expense over the vesting period the fair value
of all stock based awards on the date of grant. Alternatively, Statement 123
also allows entities to continue to apply the provisions of APB Opinion No. 25
and provide pro forma net income and pro forma net income per share disclosures
for employee stock option grants made in fiscal year 1996 and future years as if
the fair-value-based method defined in Statement 123 had been applied. The
Company has elected to continue to apply the provisions of APB Opinion No. 25
and provide the pro forma disclosure provisions of Statement 123.

         Use of Estimates

         Management has made a number of estimates and assumptions relating to
the reporting of assets and liabilities in conformity with generally accepted
accounting principles. Actual results could differ from these estimates.

         Income Taxes

         The Company applies the provisions of Statement of Financial Accounting
Standard No. 109, "Accounting for Income Taxes" ("Statement 109") (see note 7).

         Under the asset and liability method of Statement 109, deferred tax
assets and liabilities are determined based on differences between the financial
statement carrying amounts and the tax bases of existing assets and liabilities
using enacted tax rates in effect for the year in which the differences are
expected to reverse, net of a valuation allowance for deferred tax assets which
are determined to not be more likely than not realizable. Under Statement 109,
the effect on deferred taxes of a change in tax rates is recognized in
operations in the period that includes the enactment date. Under the deferred
method, deferred taxes were recognized using the tax rate applicable to the year
of the calculation and were not adjusted for subsequent changes in tax rates.

         Intangible Assets and Goodwill

         The Company amortizes intangible assets and costs in excess of net
assets acquired (goodwill) related to the Company's business acquisitions on a
straight-line basis over periods ranging from 7 to 10 years. Management
regularly evaluates the continuing recoverability of intangible assets and
goodwill based upon the historical and projected revenue and profitability of
the related acquisitions and continuing benefits of the underlying assets. Based
upon these evaluations, the Company believes that the established estimated
useful lives are reasonable based on the economic factors and continuing
benefits applicable to the acquired businesses and/or assets.

         In March 1995, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of",
("Statement 121"). Statement 121 requires that long-lived assets and certain
identifiable intangibles be reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be
recoverable. Under the provisions of Statement 121, if the sum of the expected
future cash flows (undiscounted and without interest charges) is less than the
carrying amount of the asset, an impairment loss is recognized. The amount of
impairment, if any, is measured based on projected discounted cash flows. The
Company adopted Statement 121 in the




                                      F-8
<PAGE>   34

fourth quarter of fiscal year 1996. Prior to the adoption of Statement 121, the
Company had used a similar approach for assessing the recoverability of goodwill
based on operating income.

         During the fourth quarter of fiscal year 1996, the Company wrote off
$14,244, representing the remaining unamortized intangible assets related to the
purchase of substantially all the assets and assumption of certain liabilities
from System Industries, Inc., and $2,347, representing the remaining unamortized
goodwill related to the acquisition of SCR Technologies (see note 11) based on
management's evaluation of the recovery of the acquired net assets. The Company
has evaluated the recoverability of the remaining goodwill by analyzing
forecasted undiscounted cash flows and found no further impairment exists at
April 5, 1997. Accordingly, as of April 5, 1997, goodwill represents
intellectual property rights, access to an installed customer base and research
and development capacity related to Raxco and National Peripherals, Inc. (see
note 11) and is being amortized over 10 years.

         Foreign Currency Translation

         The Company follows the principles of Statement of Financial Accounting
Standards No. 52, "Foreign Currency Translation," using the local currencies as
the functional currencies of its foreign subsidiaries. Accordingly, all assets
and liabilities outside the United States are translated into dollars at the
rate of exchange in effect at the balance sheet date. Income and expense items
are translated at the weighted average exchange rates prevailing during the
period. Net foreign currency translation adjustments accumulate as a separate
component of stockholders' equity. Net foreign transaction exchange gains
(losses) of $(499), $(262) and $593 were realized in fiscal years 1997, 1996 and
1995, respectively, and are included in selling, general and administrative
expense in the accompanying consolidated statements of operations.

         Concentration of Credit Risk

         Credit is extended for all customers based on financial condition and,
generally, collateral is not required. Concentrations of credit risk with
respect to trade receivables are limited due to the large number of customers
comprising the Company's customer base and dispersion across many different
industries and geographies.

         Income (Loss) per Common and Common Equivalent Share

         Income (loss) per share of common stock is computed using the weighted
average number of common and common equivalent shares of stock outstanding
during the period. Common stock equivalents consist of dilutive outstanding
stock options and warrants calculated using the treasury stock method. Primary
income (loss) per share approximates fully diluted income (loss) per share for
all periods presented. Pursuant to Securities and Exchange Commission Staff
Accounting Bulletin No. 83, common stock and warrants issued and stock options
granted during the 12-month period preceding the date of the initial filing of
the Registration Statement in connection with the Company's initial public
offering have been included in the calculation of common stock equivalents,
using the treasury stock method, as if they were outstanding for all years
presented.

         In February 1997, the FASB issued Statement of Financial Accounting
Standards No. 128, "Earnings Per Share" ("Statement 128"). Statement 128
specifies new standards designed to improve the earnings per share ("EPS")
information provided in financial statements by simplifying the existing
computational guidelines, revising the disclosure requirements and increasing
the comparability of EPS data on an international basis. Some of the changes
made to simplify the EPS computations include: (a) eliminating the presentation
of primary EPS and replacing it with basic EPS, with the principal difference
being that common stock equivalents are not considered in computing basic EPS,
(b) eliminating the modified treasury stock method and the three percent
materiality provision and (c) revising the contingent share provisions and the
supplemental EPS data requirements. Statement 128 also makes a number of changes
to existing disclosure requirements. Statement 128 is effective for financial
statements issued for periods ending after December 15, 1997, including interim
periods. The Company does not believe the implementation of Statement 128 will
have a material effect on net income per share.



                                      F-9
<PAGE>   35


         Fair Value of Financial Instruments

         In December 1991, the FASB issued Statement of Financial Accounting
Standards No. 107, "Disclosure about Fair Value of Financial Instruments"
("Statement 107"). Statement 107 requires all entities to disclose the fair
value of financial instruments, both assets and liabilities recognized and not
recognized on the balance sheet, for which it is practicable to estimate fair
value. Statement 107 defines fair value of a financial instrument as the amount
at which the instrument could be exchanged in a current transaction between
willing parties. As of April 5, 1997, the fair value of all financial
instruments approximated carrying value.

         Fourth Quarter 1996 Adjustments

         During the fourth quarter of fiscal year 1996, the Company made a
determination that it would not seek to continue its participation as a
subcontractor relating to the U.S. Army's RCAS contract; settled its shareholder
lawsuit; completed its audit by the State of California and received a
determination of sales and use tax liability therefrom; and experienced a
substantial increase in its mix of revenues from the Open Systems marketplace,
partially offset by a corresponding decrease in revenues from the DEC market. As
a consequence of these events, during the fourth quarter of fiscal year 1996,
the Company reevaluated the future recoverability and economic usefulness of
certain assets, the composition of its operating infrastructure, and recorded
certain charges to reflect its liability related to these events.

         During the fourth quarter of fiscal year 1996, the Company recorded
approximately $19,806 of charges related to asset write-downs and increased
inventory reserves. The charges included a $14,244 charge to write-off the
remaining unamortized intangible assets related to the purchase of substantially
all of the assets and assumption of certain liabilities from System Industries,
Inc. (see note 11) based on management's evaluation of the recoverability of the
acquired net assets; a $2,347 charge to write-off the remaining goodwill related
to the acquisition of SCR Technologies (see note 11) based on management's
evaluation of the recoverability of the acquired net assets; a $2,056 charge to
increase excess and obsolete reserves on certain slower-moving or obsolete
product inventories that support the DEC market; a $504 charge to record the
write-down of field service spares inventory that support the DEC market to
estimated net realizable value; and a $655 charge to write-off certain idle
fixed assets.

         In addition to the above charges, the Company accrued $2,088 for the
settlement of a shareholder lawsuit and related legal costs (see note 9), $1,855
for sales and use tax liability and $1,450 for related interest and penalties,
and $1,777 for restructuring and severance costs.

         At April 6, 1996, accrued restructuring and severance costs were $1,777
which included $1,265 and $512 for severance costs and office closures,
respectively, charged to operating expenses. These restructuring activities
resulted in the termination of approximately 46 employees and 4 office closures.
During fiscal year 1997, $1,777 was paid and the remaining accrual at April 5,
1997 was zero.



                                      F-10
<PAGE>   36


The following table summarizes the fiscal year 1996 fourth quarter charges and
the impact to the Company's results of operations:

<TABLE>
    <S>                                                           <C>
    Product cost of goods sold
         Charge to increase excess and obsolete reserves
             on product inventories                               $ 2,056
                                                                  -------

    Service cost of goods sold
         Write-down of field service spares inventory             $   504
                                                                  -------

    Operating expenses
       Write-off of unamortized System Industries, Inc. 
           - related intangible assets                            $14,244
       Write-off of unamortized SCR Technologies
           - related goodwill                                       2,347
        Reserve for  shareholder lawsuit settlement and
            related legal costs                                     2,088
        Reserve for sales and use tax liability                     1,855
        Restructuring and severance costs                           1,777
        Write-off of idle fixed assets                                655
                                                                  -------
                                                                   22,966
    Other expenses
         Reserve for interest and penalties related to sales
             and use tax liability                                  1,450
                                                                  -------

     Total fiscal year 1996 fourth quarter adjustments            $26,976
                                                                  =======
</TABLE>

         Fourth Quarter 1995 Adjustments

         During the latter half of fiscal year 1995, the Company experienced
increased competition from DEC and other competitors, expanded its efforts to
implement its strategy to undertake efforts to increase revenues from the open
system marketplace through in-house product development efforts and
acquisitions, and experienced certain product performance and manufacturing
quality issues. As a consequence of these events the Company reevaluated the
future recoverability and economic usefulness of certain of its assets during
the fourth quarter of fiscal year 1995.

         During the fourth quarter of fiscal year 1995, the Company recorded
approximately $12,400 of charges related to asset write-downs and increased
inventory reserves. The charges included a $4,069 write-off of certain product
inventory based on management's evaluation of recent and estimated future sales
levels for the product; a $2,975 charge to increase excess and obsolete reserves
on offsite inventories of loaner, replacement, beta and evaluation units; a
$3,266 charge to record the write-down of field service spares inventory to
estimated net realizable value; a $990 charge to write-off certain idle fixed
assets; a $714 charge to write-down the value of demonstration equipment located
at various field sales offices and customer sites due to revised estimates of
obsolescence and impairment; and a $411 charge to write-off the remaining
unamortized goodwill related to the acquisition of SF2 Corporation (see note 11)
based on management's evaluation of the recoverability of the acquired product
line.

         In addition to the above charges, the Company accrued an additional
returns reserve of $2,454 against the possibility of product returns due to
product performance issues at certain large customer installations. During
fiscal year 1996, the product performance issues were resolved and the $2,454
returns reserve was reversed. Additionally, the Company took a charge of $3,261
to tax expense to adjust its valuation allowance to a level whereby the Company
believed it would be more likely than not realizable (see note 7).



                                      F-11
<PAGE>   37


The following table summarizes the fiscal year 1995 fourth quarter charges and
the impact to the Company's results of operations:

<TABLE>
        <S>                                                    <C>
        Product cost of goods sold
          Write-off of product inventory                       $ 4,069
          Charge to increase excess and obsolete reserves
               on offsite inventories                            2,975
          Write-off of idle fixed assets                           165
                                                               -------
                                                               $ 7,209
                                                               -------

        Service cost of goods sold
          Write-down of field spares inventory                 $ 3,266
          Write-off of idle fixed assets                            31
                                                               -------
                                                               $ 3,297
                                                               -------

        Operating expenses
           Write-off of idle fixed assets                      $   794
           Write-down of demonstration equipment assets            714
           Write-off of unamortized SF2-related goodwill           411
                                                               -------
                                                               $ 1,919
                                                               -------

        Total fourth quarter adjustments due to asset
           write-downs and increased inventory reserves        $12,425
                                                               -------

        Additional returns reserves                            $ 2,454

        Adjustments to deferred tax valuation allowance        $ 3,261
                                                               -------

        Total fiscal year 1995 fourth quarter adjustments      $18,140
                                                               =======
</TABLE>

         Reclassifications

         Certain reclassifications have been made to the fiscal years 1996 and
1995 financial statements to conform to the fiscal year 1997 presentation.

 (2)     PUBLIC OFFERING OF COMMON STOCK

         In April 1994, the Company completed an initial public offering of
4,455,000 shares (including 455,000 shares representing partial exercise of
proceeds of the underwriters' over-allotment options) of newly issued common
stock for approximately $37,300, before offering costs.

(3)      INVENTORIES

         Inventories consist of the following:

<TABLE>
<CAPTION>
                                           APRIL 5,          APRIL 6,
                                            1997               1996
                                            ----               ----
                <S>                        <C>               <C>
                Raw materials              $ 5,788           $13,090
                Work-in-process                 10             2,106
                Finished goods               8,839             6,303
                                           -------           -------
                                           $14,637           $21,499
                                           =======           =======
</TABLE>



                                      F-12
<PAGE>   38


(4)      PROPERTY, PLANT AND EQUIPMENT

         Property, plant and equipment, at cost, are summarized as follows:

<TABLE>
<CAPTION>
                                                              APRIL 5,      APRIL 6,
                                                                1997          1996
                                                                ----          ----
         <S>                                                   <C>          <C>
         Plant equipment, office furniture and fixtures        $12,032      $12,327
         Computer equipment                                     13,933       13,064
         Field service spares                                    7,966        9,294
         Leasehold improvements                                  1,285        1,176
                                                               -------      -------
                                                                35,216       35,861
         Less accumulated depreciation and amortization         21,996       19,538
                                                               -------      -------
                                                               $13,220      $16,323
                                                               =======      =======
</TABLE>

         Property, plant and equipment include assets held under capital leases
of $71 and $350 (net of accumulated depreciation of $245 and $364, respectively)
at April 5, 1997 and April 6, 1996, respectively.

(5)      ACCRUED LIABILITIES

         Accrued liabilities consist of the following:

<TABLE>
<CAPTION>
                                                       APRIL 5,         APRIL 6,
                                                         1997             1996
                                                         ----             ----
         <S>                                            <C>             <C>
         Salaries, wages and commissions                $ 5,077         $ 5,265
         Taxes                                            5,878           4,970
         Accrued warranty costs                             912           1,142
         Other                                            3,755           7,347
                                                        -------         -------
                                                        $15,622         $18,724
                                                        =======         =======
</TABLE>

6)       DEBT

         Credit Agreement and Lines of Credit

         On March 31, 1995, the Company entered into an agreement with Greyrock
Business Credit whereby under an asset secured domestic line of credit the
Company may borrow up to $20,000, limited by the value of pledged collateral.
The agreement allows the Company to borrow at the prime rate plus 2%. The
initial term of the agreement was for two years and automatically and
continuously renews for a subsequent year, unless terminated by either party per
the agreement. In May 1996, the agreement with Greyrock Business Credit was
amended to increase the line of credit to $30,000 based on additional pledged
collateral by an affiliate of NFT Ventures, Inc. ("NFT"), an entity affiliated
with the Company's major stockholder and Chairman of the Board. As consideration
for the guaranty, the Company issued warrants to purchase up to 500,000 shares
of the Company's common stock at a price of $2.00 per share (see note 8).
Borrowings outstanding under this line at April 5, 1997 were $22,102 which is
classified as short-term borrowings. The bank line of credit agreement contains
certain restrictive covenants. At April 5, 1997, the Company was in compliance
with all such covenants.




                                      F-13
<PAGE>   39


         Long-term Debt

         A summary of long-term debt is as follows:

<TABLE>
<CAPTION>
                                                              APRIL 5,           APRIL 6,
                                                                1997               1996
                                                                ----               ----
         <S>                                                   <C>               <C>
         Capital lease obligations                             $    77           $   273
         Notes payable                                           1,780            13,990
                                                               -------           -------
                                                               $ 1,857           $14,263
         Less current installments                               1,851             8,297
                                                               -------           -------
                                                               $     6           $ 5,966
                                                               =======           =======
</TABLE>

         Principal maturities of long-term debt are as follows:

<TABLE>
         <S>                                                   <C>
         1998                                                  $1,851
         1999                                                       6
                                                               ------
                                                               $1,857
                                                               ======
</TABLE>

         The Company leases equipment under capital leases. These leases have
imputed interest rates of approximately 11% and extend through 1999.

         In addition, the Company issued a note in connection with the
acquisition of substantially all of the assets and certain liabilities of
Systems Industries, Inc. (see note 11) in December 1993. The note originally
bore interest at 6.0% and was payable in 10 quarterly installments. Pursuant to
the terms of the note, the Company repaid $2,000 of principal in fiscal year
1995 upon completion of the Company's initial public offering, and the remaining
unpaid balance bore interest at 8.0%.

         In January 1995, the Company issued two notes as part of the
consideration paid in the Company's acquisition of certain assets and the
assumption of certain liabilities of Raxco, Inc. (see note 11). The first note
is for the principal amount of $2,150, bears interest at 8.5% per annum, and is
payable in ten quarterly installments beginning March 31, 1995. The second note
is for the principal amount of $350, bears interest at 8.5% per annum, and was
payable in its entirety at the earlier of December 31, 1996, or upon completion
of certain activities by the Company.

         In May 1995, the Company issued notes in the aggregate principal amount
of $2,000 in connection with the acquisition of National Peripherals, Inc. The
notes bear interest at 6.0% per annum, and are payable in two installments over
a two year period (see note 11). Of these notes, at April 5, 1997, $643 is
payable to an individual who became an officer of the Company in April 1996.
This individual was not an officer at the date of acquisition.

         On July 19, 1995, the Company entered into an agreement (the
"Agreement") whereby it received a loan of approximately $10,000 from NFT V2, an
entity affiliated with the Company's major stockholder and Chairman of the
Board. Pursuant to the Agreement, the Company issued a long-term, secured
subordinated note (the "Note") to NFT V2, which bore annual interest of 10.75%
and was repayable in two equal installments, the first installment being due and
payable in January 1997, the second in July 1997. Pursuant to the terms of the
agreement, the Note was convertible at the lender's option into common stock of
the Company 90 days after the date of the agreement at a price per common share
equal to the then fair market value of such stock. Proceeds from the loan are
being used for working capital purposes.

         During the second quarter of fiscal year 1996, the Company entered into
an agreement with NFT V2, whereby pursuant to the terms of the agreement, the
Company licensed certain software products to NFT V2 for commercial use and
resale. As consideration for the licenses, the Company received $650 credit
against amounts owing to NFT V2 under the Agreement and has access to certain
product enhancements to be developed by NFT V2.

         On April 11, 1996, NFT V2 exercised its right to convert current
principal and accrued interest outstanding of $10,113 into 5,992,665 common
shares of the Company (see note 12).



                                      F-14
<PAGE>   40



(7)      INCOME TAXES

         The components of income (loss) before income taxes are as follows:

<TABLE>
<CAPTION>
                                                FISCAL YEARS ENDED
                                                ------------------
                                   APRIL 5,          APRIL 6,          APRIL 1,
                                     1997              1996              1995
                                     ----              ----              ----
<S>                                <C>              <C>               <C>
U.S.                               $ 1,010          $(44,178)         $(24,125)
Foreign                              5,358            (4,862)            2,125
                                   -------          --------          --------
                                   $ 6,368          $(49,040)         $(22,000)
                                   =======          ========          ========
</TABLE>

         Income tax expense (benefit) consists of the following:

<TABLE>
<CAPTION>
                                   CURRENT           DEFERRED          TOTAL
                                   -------           --------          ------
   <S>                             <C>               <C>               <C>
   1997:
      Federal                      $   254           $  (176)          $   78
      State                            131                --              131
      Foreign                          455                --              455
                                   -------           -------           ------
                                   $   840           $  (176)          $  664
                                   =======           =======           ======
   1996:
      Federal                      $    --           $    --           $   --
      State                             --                --               --
      Foreign                          179                --              179
                                   -------           -------           ------
                                   $   179           $    --           $  179
                                   =======           =======           ======
   1995:
      Federal                      $(1,862)          $ 5,123           $3,261
      State                             --                --               --
      Foreign                          279                --              279
                                   -------           -------           ------
                                   $(1,583)          $ 5,123           $3,540
                                   =======           =======           ======
</TABLE>

         Reconciliations of the federal statutory tax rate to the effective tax
rate are as follows:

<TABLE>
<CAPTION>
                                                     FISCAL YEARS ENDED
                                                     ------------------
                                             APRIL 5,     APRIL 6,      APRIL 1,
                                               1997         1996          1995
                                               ----         ----          ----
<S>                                            <C>         <C>           <C>
Federal statutory rate                         35.0%       (35.0)%       (34.0)%
Effect of foreign operations                  (22.3)         3.1           4.6
State taxes, net of federal benefit             2.1           -              -
Change in valuation allowance                 (14.1)        33.1          44.7
Non-deductible expenses                         6.7          3.2           2.2
Other                                           3.0         (4.0)         (1.4)
                                              -----        -----         -----
                                               10.4%         0.4%         16.1%
                                              =====        =====         =====
</TABLE>




                                      F-15
<PAGE>   41


         Deferred tax assets and liabilities result from differences between the
financial statement carrying amounts and the tax bases of existing assets and
liabilities. The significant components of the deferred income tax assets and
deferred income tax liabilities are as follows:

<TABLE>
<CAPTION>
                                                          1997          1996          1995
                                                          ----          ----          ----
<S>                                                     <C>           <C>           <C>
Deferred tax assets:
    Tax operating loss carryforwards                    $ 20,267      $ 20,158      $ 10,162
    Tax basis of intangibles assets greater
      than book basis                                      5,565         5,804            --
    Accrued expenses not deductible for
      tax purposes                                         3,362         3,101         3,552
    Inventory reserves                                     1,226         1,715         3,795
    Book depreciation greater than tax depreciation        1,873         1,758            --
    Recognition of income reported on
      different methods for tax purposes
      than for financial reporting                            80           188           186
    Other                                                   (231)          140           (17)
                                                        --------      --------      --------
                                                          32,142        32,864        17,678
Less valuation allowance                                  31,182        32,080        15,828
                                                        --------      --------      --------
                                                             960           784         1,850
                                                        --------      --------      --------
Deferred tax liabilities:
    Tax depreciation greater than book
      depreciation                                            --            --          (364)
    Book basis of intangible assets
      greater than tax basis                                  --            --          (702)
    Other                                                     --            --            --
                                                        --------      --------      --------
                                                              --            --        (1,066)
                                                        --------      --------      --------
Net deferred tax asset                                  $    960      $    784      $    784
                                                        ========      ========      ========
</TABLE>

         At April 5, 1997, the Company had federal net operating loss ("NOL")
carryforwards arising from the acquisition of SF2 (see note 11), available to
offset future taxable income of $17,712, subject to alternative minimum tax
limitations. The utilization of these carryforwards is limited to approximately
$1,000 annually, as a result of the Internal Revenue Code's restrictive change
of ownership rules.

         At April 5, 1997, the Company had federal NOL carryforwards, exclusive
of the $17,712 SF2 NOL discussed above, of $40,194. These carryforwards expire
beginning in fiscal year 2008.

         During fiscal year 1995, management evaluated the valuation allowance
and adjusted it to a level whereby it believed the remaining net deferred tax
asset would more likely than not be realizable. The realization of the Company's
remaining net deferred tax asset is more likely than not due to the Company's
ability to carry back losses generated by the realization of the tax effects of
existing current temporary differences to taxes paid in previous periods.
Management believes that it is more likely than not that the Company will
realize the benefits of the remaining net deferred tax asset existing at April
5, 1997. The change in the valuation allowance from fiscal year 1996 to fiscal
year 1997 was $898.

         The Internal Revenue Service ("IRS") is conducting an examination of
the Company's fiscal years 1991 through 1995 federal income tax returns. On July
29, 1996, the Company received notice from the IRS of proposed adjustments for
fiscal year 1991. The Company, after consultation with tax counsel, continues to
believe in the propriety of its positions as set forth in its tax returns and
has filed a letter of protest with the IRS appeals office. No findings have been
issued for fiscal years 1992 through 1995. The Company believes the ultimate
resolution of the examinations will not result in a material impact on the
Company's consolidated financial position, results of operations or liquidity.




                                      F-16
<PAGE>   42


(8)      STOCKHOLDERS' EQUITY

         Stock Options

         The Company has granted stock options under its 1985 Incentive Stock
Option Plan, its 1987 Incentive Stock Option Plan and Non-Qualified Stock Option
Plan, its 1992 Stock Incentive Plan and its 1996 Stock Incentive Plan, generally
at prices equal to the estimated fair market value of the Company's common stock
at date of grant. In the future, the Company intends to grant options only under
its 1996 Stock Incentive Plan. The 1985 Incentive Stock Option Plan and the 1987
Incentive Stock Option Plan allow a maximum of 458,000 and 2,072,000 shares to
be issued in the aggregate, respectively. In addition, in connection with the
acquisition of SF2 (see note 11) the Company assumed outstanding options to
purchase 236,000 shares under the 1988 Stock Option Plan of SF2.

         The 1992 Stock Incentive Plan provides for the grant by the Company of
stock options, stock bonuses/purchases and stock appreciation rights to acquire
up to an aggregate of not more than the greater of 5% of the authorized shares
of the Company's common stock or 15% of the total number of shares outstanding
as of the Company's prior fiscal year-end, the aggregate number of options and
rights outstanding not to exceed 30% of the then outstanding common stock of the
Company. The maximum number of shares available in any case under the plan is
4,079,960.

         The 1996 Stock Incentive Plan provides for the grant by the Company of
incentive stock options or non-qualified stock options. The exercise price of
the non-qualified stock options may not be less than 85% of the fair market
value at the date of grant. The maximum number of shares is initially 2,250,000,
increased each January 1, by a number equal to three percent of the number of
shares outstanding as of the immediately preceding December 31. Notwithstanding
the foregoing, the maximum number of incentive stock options is 2,250,000.

         In fiscal years 1994, 1992 and 1991, certain options were granted below
the then determined fair value of the Company's common stock, resulting in
compensation expense. Such compensation expense is being amortized through a
charge to operations over the vesting period of four years and amounted to $14,
$129 and $239 for fiscal years 1997, 1996 and 1995, respectively.

         In May 1995, options to purchase 1,789,000 shares with exercise prices
ranging from $3.375 to $5.00 per share were repriced to an exercise price of
$1.75, the then determined fair value of the Company's common stock. All shares
repriced were not exercisable until the earlier of May 1996 or 30 days prior to
their expiration.

         In May 1993, options to purchase 456,000 shares with exercise prices
ranging from $8.00 to $8.78 per share were repriced to an exercise price of
$5.00, the then determined fair value of the Company's common stock.

         The options granted typically vest over a period of four years from the
date of grant. At April 5, 1997 and April 6, 1996, the number of options
exercisable was 1,252,000 and 779,000, respectively, and the weighted-average
exercise price of those options was $1.89 and $1.90, respectively.

         The per share weighted-average fair value of stock options granted
during fiscal years 1997 and 1996 was $1.58 and $1.02, respectively, on the date
of grant using the Black-Scholes option pricing model with the following
weighted average assumptions: 1997 - expected dividend yield of 0%, risk-free
interest rate of 6.84%, volatility of its stock over the expected life of the
options of .5 and an expected life of six years; 1996 - expected dividend yield
of 0%, risk-free interest rate of 6.17%, volatility of its stock over the
expected life of the options of .5 and an expected life of six years.




                                      F-17
<PAGE>   43


         The Company applies APB Opinion No. 25 in accounting for its stock
option plans and, accordingly, no compensation cost has been recognized for its
stock options in the financial statements. Had the Company determined
compensation cost based on the fair value at the grant date for its stock
options under Statement 123, the Company's net income (loss) would have been the
pro forma amounts indicated below:

<TABLE>
<CAPTION>
                                                         1997            1996
                                                         ----            ----
         <S>                                          <C>             <C>
         Net income (loss) as reported                $    5,704      $  (49,219)
                                                      ==========      ==========

         Pro forma net income (loss)                  $    4,601      $  (50,266)
                                                      ==========      ==========

         Net income (loss) per share as reported      $     0.21      $    (2.54)
                                                      ==========      ==========

         Pro forma net income (loss) per share        $     0.18      $    (2.59)
                                                      ==========      ==========
</TABLE>

         Pro forma net income (loss) reflects only options granted in fiscal
year 1997 and fiscal year 1996. Therefore, the full impact of calculating
compensation cost for stock options under Statement 123 is not reflected in the
pro forma net income (loss) amounts presented above because compensation cost is
reflected over the options' vesting period of four years and compensation cost
for options granted prior to April 2, 1995 is not considered.

         A summary of all stock option transactions follows (in thousands,
except per share data):

<TABLE>
<CAPTION>
                                                         WEIGHTED
                                                         AVERAGE
                                           SHARES     EXERCISE PRICE
                                           ------     --------------
<S>                                        <C>            <C>
Options outstanding at April 2, 1994       1,899          $3.12
Granted                                    1,011           4.00
Exercised                                   (751)           .55
Canceled                                    (218)          4.63
                                           -----
Options outstanding at April 1, 1995       1,941          $1.40
Granted                                    2,262           1.92
Exercised                                    (29)           .88
Canceled                                    (938)          2.05
                                           -----
Options outstanding at April 6, 1996       3,236          $1.88
Granted                                    1,660           2.75
Exercised                                   (311)          1.72
Canceled                                    (359)          2.06
                                           -----
Options outstanding at April 5, 1997       4,226          $2.22
                                           =====
</TABLE>

         Stock Purchase Warrants

         At April 5, 1997, warrants to purchase 500,000 shares of the Company's
common stock at a price of $2.00 per share were outstanding. The warrants were
issued in July 1996 to an entity affiliated with the Company's major stockholder
and Chairman of the Board in connection with collateralizing the Company's line
of credit (see note 12), and expire July 1, 2001. At April 5, 1997 all such
warrants were exercisable.

         At April 5, 1997, warrants to purchase 508,824 shares of the Company's
common stock at a price of $2.25 per share were outstanding. The warrants were
issued in June 1996 to an entity affiliated with the Company's major stockholder
and Chairman of the Board in connection with non-refundable research and
development funding (see note 12), and expire June 27, 2001. At April 5, 1997,
all such warrants were exercisable.

         At April 5, 1997, warrants to purchase 250,000 shares of the Company's
common stock at a price of $6.00 per share were outstanding. The warrants were
issued in fiscal year 1995 in connection with the acquisition of certain assets
and the assumption of certain liabilities of Raxco, Inc. (see note 11), and
expire December 31, 1999. At April 5, 1997, all such warrants under this
agreement were exercisable.




                                      F-18
<PAGE>   44

         At April 5, 1997, warrants to purchase 20,000 shares of the Company's
common stock at a price of $8.50 per share were outstanding. The warrants were
issued in fiscal year 1994 to a principal stockholder in connection with the
unsecured loan of $2,000 from the stockholder. At April 5, 1997, all such
warrants were exercisable.

         Employee Stock Purchase Plan

         On March 31, 1994, the Company adopted the 1994 Employee Stock Purchase
Plan (the "Purchase Plan") allowing for an aggregate of 500,000 shares of the
Company's common stock. Under the Purchase Plan, the Board may authorize
participation by eligible employees, including officers, in periodic six month
offerings following the commencement of the Purchase Plan. The price of the
Company's common stock purchased under the Purchase Plan will be equal to 85% of
the lower of the fair market value of the Company's common stock at the
commencement date of each offering period or the relevant purchase date. During
fiscal years 1997 and 1996, 39,529 and 35,102 shares of stock, respectively,
were issued pursuant to this plan.

         Directors' Non-Qualified Stock Option Plan

         On March 31, 1994, the Company adopted the Directors' Non-Qualified
Stock Option Plan (the "Director Plan"). A total of 150,000 shares of the
Company's common stock are reserved for issuance under the Director Plan. Under
the Director Plan non-qualified options to purchase 10,000 shares were granted
to each non-employee director of the Company upon the closing of the Company's
initial public offering. Non-employee directors appointed to the Board of
Directors after the initial public offering also receive a non-qualified option
to purchase 10,000 shares of common stock. In addition, each non-employee
director who has served as a director for at least one year will receive an
option to purchase 2,500 shares of common stock following each annual meeting of
stockholders; provided that he or she continues to be a director of the Company
immediately following each meeting. The exercise price per share of each option
granted under the Director Plan will be the fair market value of the Company's
common stock on the date the option is granted, except that the initial grants
to directors, upon the closing of the Company's initial public offering had an
exercise price per share of $9.00 per share, the price to the public in the
initial public offering. As of April 5, 1997, options to purchase 42,500 shares
of common stock were outstanding, of which 38,750 were exercisable.

         Stock Repurchase Program

         In July 1994, the Company announced a stock repurchase program,
pursuant to which it would purchase up to 1,000,000 shares of the Company's
common stock in open market, negotiated, or block transactions. Purchased shares
will be issued to meet existing and future requirements of the Company's
employee stock option and stock purchase plans. During fiscal year 1995, the
Company repurchased approximately 875,000 shares of its common stock at an
approximate aggregate purchase price of $3,263 under this program.

(9)      COMMITMENTS AND CONTINGENCIES

         Leases

         The Company leases facilities and certain equipment under noncancelable
operating leases. Under the lease agreements for facilities, the Company is
required to pay insurance, taxes, utilities and building maintenance and is
subject to certain consumer price index adjustments.

         Future minimum lease payments at April 5, 1997 under all noncancelable
operating facility and equipment leases for subsequent fiscal years are as
follows:

<TABLE>
                  <S>                                      <C>
                  1998                                     $ 3,908
                  1999                                       2,991
                  2000                                       2,065
                  2001                                       1,767
                  2002                                       1,523
                  Thereafter                                 2,000
                                                           -------
                                                           $14,254
                                                           =======
</TABLE>





                                      F-19
<PAGE>   45

         Rent expense totaled $4,237, $4,373 and $3,374, for fiscal years 1997,
1996 and 1995, respectively.

         Litigation

         During July 1994, the Company and certain directors and officers were
served with four purported stockholder class-action lawsuits alleging certain
improprieties surrounding the April 1994 initial public offering and subsequent
decrease in the Company's stock price. Subsequently, these four actions were
consolidated into a single case (In re MTI Technology Securities Litigation) in
the United States District Court, Central District of California. This
litigation was a class action complaint for alleged violation of the federal
securities laws. Plaintiffs sought compensatory damages and other relief as
permitted by applicable law. The claims related to the Company's initial public
offering in April 1994 and the Company's announcements for financial results for
the quarter ended July 2, 1994.

         In March 1996, the Company agreed to settle with plaintiffs. A
Memorandum of Understanding was signed providing for a total settlement amount
of $5,500, and the Claims Receipt and Policy Release agreement became effective
March 29, 1996. The Company's unreimbursed portion of the aggregate settlement
was $1,655. Preliminary approval for the settlement was granted by the Court on
June 3, 1996, and final approval for the settlement was granted by the Court on
August 5, 1996.

         In addition to the above disclosed item, the Company is from time to
time subject to claims and suits arising in the ordinary course of business. In
the opinion of management, the ultimate resolution of these matters will not
have a material adverse effect on the Company's consolidated financial position,
results of operations or liquidity.

(10)     BUSINESS SEGMENT AND INTERNATIONAL INFORMATION

         The Company is engaged in one business segment, the design,
manufacture, sale and service of high-performance storage systems, software and
related products. The Company's operations are structured to achieve
consolidated objectives. As a result, significant interdependence and overlap
exists among the Company's geographic areas. Accordingly, revenue, operating
profit and identifiable assets shown for each geographic area may not be
indicative of the amount which would have been reported if the geographic areas
were independent of one another.

         Revenue and transfers between geographic areas are generally priced to
recover cost plus an appropriate mark-up for profit. Operating income is revenue
less cost of revenues and direct operating expenses.

         A summary of the Company's operations by geographic area is presented
below:

<TABLE>
<CAPTION>
                                     1997             1996            1995
                                     ----             ----            ----
<S>                                <C>             <C>             <C>
Revenue:
    United States                  $ 124,704       $ 105,153       $  94,879
    Europe                            41,503          35,795          49,104
    Transfers between areas          (12,480)         (9,034)        (16,666)
                                   ---------       ---------       ---------
Total revenue                      $ 153,727       $ 131,914       $ 127,317
                                   =========       =========       =========

Operating income (loss):
    United States                  $    (188)      $ (43,005)      $ (26,405)
    Europe                             5,073          (1,399)          5,413
                                   ---------       ---------       ---------
Total operating income (loss)      $   4,885       $ (44,404)      $ (20,992)
                                   =========       =========       =========

Identifiable assets:
    United States                  $  59,037       $  65,513       $  73,244
    Europe                            24,555          18,510          29,207
                                   ---------       ---------       ---------
Total assets                       $  83,592       $  84,023       $ 102,451
                                   =========       =========       =========
</TABLE>

         No single customer accounted for more than 10% of revenue in fiscal
years 1997, 1996 and 1995.




                                      F-20
<PAGE>   46


(11)     ACQUISITIONS AND DISPOSITIONS

         Sale of Patents

         Effective February 9, 1996, the Company entered into an agreement with
EMC Corporation ("EMC"), whereby the Company sold to EMC substantially all of
the Company's existing patents, patent applications and rights thereof. The
consideration the Company will receive for these rights include: (a) $30,000 to
be received in six equal annual installments of $5,000 each, the first which was
received upon closing of the agreement on February 9, 1996, the remaining
payments to be received beginning January 1997 and in each of the subsequent
four years; and (b) royalty payments in the aggregate of up to a maximum of
$30,000 over the term of the agreement, of which a minimum of $10,000 will be
received in five annual installments, beginning within thirty days of the first
anniversary of the effective date of the agreement, and within thirty days of
each subsequent anniversary thereof. Included in other income and net product
revenue for fiscal years 1997 and 1996 are $3,750 and $1,250, and $2,000 and
$500, respectively, related to this agreement. Included in deferred income at
April 5, 1997 and April 6, 1996, is $3,750 related to this agreement. In
addition, the Company also received an irrevocable, non-cancelable, perpetual
and royalty-free license to exploit, market, and sell the technology protected
under the aforementioned patents. Pursuant to the terms and conditions of the
agreement, this license will terminate in the event of a change in control of
the Company involving certain acquirers. As part of the agreement, the Company
and EMC granted to each other the license to exploit, market and sell the
technology associated with each of their respective existing and future patents
arising from any patent applications in existence as of the effective date of
the agreement for a period of five years.

         National Peripherals, Inc.

         Effective April 2, 1995, the Company acquired all the outstanding stock
of National Peripherals, Inc. ("NPI"), a privately held provider of
cross-platform RAID-based storage solutions for the Open Systems computing
environment.

         Consideration paid in the NPI acquisition included: (a) payments of
$2,608 in cash to NPI and its stockholders, (b) promissory notes in the
aggregate amount of $2,000 bearing 6% interest per annum and payable in two
equal annual installments beginning April 1996 (see note 6), (c) guaranteed
earnout payments in the aggregate amount of $3,000 and payable in three equal
annual installments beginning in April 1996, and (d) acquisition costs of $406.
In addition, the acquisition agreement provides for contingent payments of up to
$1,000 payable in April 1998 based on certain performance criteria. The Board of
Directors approved the payment of the contingent $1,000 payment during the
fourth quarter of fiscal year 1997. The accelerated timing of the payment was
based on the over-achievement of the performance criteria as set forth in the
amended NPI stock purchase agreement. The allocation of the purchase price at
the time of acquisition is summarized as follows:

<TABLE>
                  <S>                                         <C>
                  Net tangible assets acquired                $ 7,073
                  Liabilities assumed                          (8,715)
                  Goodwill                                      9,656
                                                              -------
                         Purchase price                       $ 8,014
                                                              =======
</TABLE>

         Tangible assets acquired and liabilities assumed as part of the
transaction were recorded at their estimated fair market value.

         The acquisition was accounted for using the purchase method of
accounting, and accordingly, the results of operations of the acquired assets
and assumed liabilities have been included with those of the Company since the
effective date of acquisition. Goodwill acquired as part of the transaction is
being amortized on a straight-line basis over 10 years, based on management's
estimate of the economic lives of the assets acquired. During fiscal year 1996,
the Company increased goodwill related to the acquisition of NPI in the amount
$1,962. The increase was primarily due to the further evaluation of the net
assets acquired in the transaction. During fiscal year 1997, the Company further
increased goodwill $1,000 as a result of the contingent payment made based on
certain performance criteria pursuant to the terms of the acquisition agreement.
The amortization of the goodwill will result in quarterly and annual operating
charges of approximately $324 and $1,296, respectively.




                                      F-21
<PAGE>   47


         Raxco Inc. Asset Purchase

         In January 1995, the Company acquired certain assets, including
intellectual properties and source code rights, of the UNIX and OpenVMS storage
management software product lines of Raxco, Inc. ("Raxco"). The purchase price
of the acquired assets included payment of $1,000 in cash, notes in the amount
of $2,500, assumption of certain liabilities of $1,903, primarily deferred
service maintenance contracts, and acquisition costs of $58. In connection with
the acquisition, the Company recorded an accrual of $825 to reflect the
anticipated costs related to the closure of excess facilities in the United
Kingdom and the estimated costs to satisfy certain preexisting product
development obligations. In the fourth quarter of fiscal year 1996, the Company
recorded an additional $282 associated with the Company's satisfaction of the
preexisting product development obligations. In addition, as part of the
consideration paid, the Company issued warrants to purchase 250,000 shares of
the Company's common stock with an exercise price of $6.00 per share. The
warrants expire on December 31, 1999. In management's opinion, based on the
current market value of the Company's common stock, the fair market value of
these warrants is not material, and no value was assigned to the warrants. The
allocation of the purchase price is summarized as follows:

<TABLE>
         <S>                                                   <C>
         Tangible assets                                       $  100
         Purchased technology licenses                             75
         Goodwill                                               6,111
                                                               ------
              Purchase price                                   $6,286
                                                               ======
</TABLE>

         As part of the transaction the Company also acquired software
development and technical support teams located domestically and in the United
Kingdom. In addition, the Company acquired access to the existing Raxco storage
management software customer base.

         This acquisition was accounted for using the purchase method of
accounting, and accordingly, the results of operations of the acquired assets
and assumed liabilities have been included with those of the Company since the
effective date of acquisition. Goodwill acquired as part of the transaction is
being amortized on a straight-line basis over 10 years, based on management's
estimate of the economic lives of the assets. During fiscal year 1996, the
Company increased goodwill related to the acquisition of the Raxco assets and
assumed liabilities in the amount of $82. The increase was primarily due to the
further evaluation of the assumed liabilities. The amortization of the goodwill
will result in quarterly and annual operating charges of $153 and $612,
respectively.

System Industries, Inc.

         On December 17, 1993, the Company purchased substantially all of the
assets and assumed certain liabilities from System Industries, Inc. ("SI"), a
former competitor of the Company, for an aggregate purchase price of $11,572.
The purchase price included a cash payment of $4,100, a note payable of $4,000
(see note 6) and 491,710 shares of Company common stock which the Company valued
at $3,472. At the date of acquisition, the Company recorded an accrual of $3,747
in order to cover the anticipated costs related to the SI integration, including
the elimination of an excess SI manufacturing facility and approximately 10 SI
sales facilities. At April 1, 1995, the integration was essentially complete and
there was no remaining liability relating to the SI integration. The allocation
of the purchase price is summarized as follows:

<TABLE>
         <S>                                                             <C>
         Current assets                                                  $  8,653
         Net equipment and improvements and other assets                    3,222
                                                                         --------
             Tangible assets acquired                                      11,875
         Current liabilities                                              (11,455)
         Other                                                             (1,389)
                                                                         --------
             Liabilities assumed                                          (12,844)
         Accrual for severance and facility closing costs                  (3,747)
         Intangible assets                                                 16,288
                                                                         --------
             Purchase price                                              $ 11,572
                                                                         ========
</TABLE>



                                      F-22
<PAGE>   48


         Tangible assets acquired from SI are net of approximately $4,250 in
reserves for inventory resulting from the acquisition, which the Company did not
plan to use in its ongoing business, and $1,223 of assets not acquired pursuant
to the acquisition agreement. Liabilities assumed from SI are net of
approximately $21,761 of liabilities not assumed pursuant to the acquisition
agreement. In addition the Company reclassified approximately $1,389 of certain
assumed deferred income amounts from current to non-current liabilities.

         The acquisition was accounted for using the purchase method of
accounting and, accordingly, the results of operations of SI have been included
with those of the Company since the date of acquisition. Intangible assets
relate to the maintenance service contracts, installed customer base,
proprietary UNIX software and contract opportunities acquired from SI. These
intangible assets were aggregated, as the Company believes it is not possible to
accurately measure or allocate specific values to the individual components of
the intangible assets acquired in the acquisition. Intangible assets were being
amortized on a straight-line basis over 10 years.

         Within twelve months of the acquisition, the Company completed its
evaluation of the acquired assets which resulted in an increase to goodwill of
$1,891. The reallocation was primarily attributable to changes in the
preliminary valuation of field spares inventory.

         In the fourth quarter of fiscal year 1996, the Company took a charge of
$14,244 to write-off the remaining unamortized goodwill associated with the SI
acquisition. This impairment was based on management's current estimates of the
remaining economic value and life of the acquired assets related to the
goodwill.

         SCR Technologies/SF2 Corporation

         During fiscal year 1992, the Company completed two acquisitions: on
December 10, 1991, the Company purchased all of the capital stock of SCR
Technologies ("SCR") for 118,000 shares of the Company's common stock
aggregating $1,000 excluding a performance based contingency payment of $736. As
the performance criteria were not met, no contingent payment was required. Prior
to the acquisition, SCR was the Company's distributor in France. The purchase
price of $1,000 was allocated as follows: $2,637 to tangible assets, $5,326 to
liabilities and $3,689 to goodwill.

         In the fourth quarter of fiscal year 1996, the Company took a charge of
$2,347 to write-off the remaining unamortized goodwill associated with the SCR
Technologies acquisition. This impairment was based on management's current
estimates of the remaining economic value and life of the assets acquired.

         In March 1992, the Company also acquired all of the capital stock of
SF2 Corporation ("SF2"), a development stage company, which had incurred
research and development costs approximating $18,258. The acquired research and
development had not reached technological feasibility and had no alternative
future use at the time of acquisition, and was therefore charged to operations.
The purchase price included 1,589,000 shares of the Company's common stock, the
assumption of SF2 stock options to purchase 236,000 shares of the Company's
common stock (see note 8), the assumption of SF2 warrants to purchase 6,100
shares of the Company's common stock and acquisition costs aggregating $15,616.

         In the fourth quarter of fiscal year 1995, the Company took a charge of
$411 to write-off the remaining unamortized goodwill associated with the SF2
acquisition. This impairment was based on management's current estimates of the
remaining economic value and life of the acquired assets related to the
goodwill.

(12)     RELATED PARTY TRANSACTIONS

      Effective April 7, 1996, the Company entered into an agreement with NFT
Ventures, Inc. ("NFT"), an entity affiliated with the Company's major
stockholder and Chairman of the Board, whereby NFT agreed to provide the Company
with up to $2,400 of non-refundable research and development funding based on
actual research and development expenses incurred in connection with new and
enhanced Backup-UNET software products, the RLM Software Products Group and the
Open Media Products Group. The Company has received $1,628 under this agreement
but does not anticipate any additional funding under this agreement. The
consideration NFT received for the funding commitment included: (a) an
irrevocable, worldwide, nonexclusive license to develop, market and sell certain
defined new or substantially enhanced software products developed by the
Company; (b) the right to royalty payments based on




                                      F-23
<PAGE>   49

the revenue recognized by the Company from sale of the defined software products
that are sold within four years of the effective date of the agreement; and (c)
warrants to purchase up to 750,000 shares of the Company's common stock with an
exercise price of $2.25 per share. The warrants expire on June 27, 2001. Based
on the total of $1,628 of NRE funding received, warrants to purchase up to
508,824 shares of the Company's common stock have been issued.

         On July 19, 1995, the Company entered into an agreement (the
"Agreement") whereby it received a loan of approximately $10,000 from NFT V2, an
entity affiliated with the Company's major stockholder and Chairman of the
Board. Pursuant to the Agreement, the Company issued a long-term, secured
subordinated note (the "Note") to NFT V2, which bears annual interest of 10.75%
and was repayable in two equal installments, the first installment being due and
payable in January 1997, the second in July 1997. Pursuant to the terms of the
agreement, the Note was convertible at the lender's option into common stock of
the Company 90 days after the date of the agreement at a price per common share
equal to the then fair market value of such stock. Proceeds from the loan are
being used for working capital purposes.

         During the second quarter of fiscal year 1996, the Company entered into
an agreement with NFT V2, whereby pursuant to the terms of the agreement, the
Company licensed certain software products to NFT V2 for commercial use and
resale. As consideration for the licenses, the Company received $650 credit
against amounts owing to NFT V2 under the Agreement and has access to certain
product enhancements to be developed by NFT V2.

         On April 11, 1996, NFT V2 exercised its right to convert current
principal and accrued interest outstanding thereunder of $10,113, under the
Note, into 5,992,665 shares of the Company's common stock at the current market
price of $1.6875 per share on the day of conversion. After giving effect to the
conversion, NFT V2 and related entities hold approximately 13,699,461 shares of
the Company's common stock, or approximately 54 percent of shares outstanding at
the date of conversion. The common stock provided to NFT V2 as part of the
conversion was not registered under the Securities Act of 1933, and NFT V2 has
indicated that it is acquiring the shares for investment purposes only.

         In May 1996, the Company's line of credit agreement with Greyrock
Business Credit was amended to increase the line of credit to $30,000 based on
additional pledged collateral by an affiliate of NFT, an entity affiliated with
the Company's major stockholder and Chairman of the Board. As consideration for
the guaranty, the Company issued warrants to purchase up to 500,000 shares of
the Company's common stock at a price of $2.00 per share (see notes 6 and 8).

(13)     EMPLOYEE BENEFITS

         The Company maintains an employee savings plan which is intended to
qualify under section 401(k) of the Internal Revenue Code. The Company's
contributions to the plan are determined at the discretion of the Board of
Directors. During fiscal years 1997, 1996 and 1995, the Company made no
contributions to the plan.

(14)     NON-RECURRING CHARGES

         In December 1992, the Company reached an agreement with Digital
Equipment Corporation which settled all outstanding litigation between the two
companies. The settlement resulted in the Company agreeing to pay to DEC a fixed
royalty payment of $500 semiannually over 4 1/2 years for certain technology
used by the Company in its products through December 31, 1992. The fixed royalty
related to past product sales and was therefore expensed at the time of
settlement. The total payments, which were fixed and determinable, were
discounted at 6 1/2% per annum, the Company's cost of capital at the date of
settlement, and recorded as a non-recurring charge. In addition, the Company
entered into a perpetual cross license with DEC for current products and future
products to be developed. The Company will not receive any payment from DEC for
these licenses under the terms of the settlement agreement.

         At April 5, 1997, the Company's total remaining obligations relating to
the non-recurring charges were $1,214 and are included in accrued liabilities.




                                      F-24
<PAGE>   50


(15)     QUARTERLY FINANCIAL DATA (UNAUDITED)

Selected quarterly financial data for continuing operations for fiscal years
1997 and 1996 are as follows:

<TABLE>
<CAPTION>
                                                                     Net
                                                                 Income (Loss)
                                                                 Per Common &
                                                     Net            Common-
                   Total Revenues  Gross Profit  Income (Loss)  Equivalent Share
                   --------------  ------------  -------------  ----------------
<S>                   <C>           <C>          <C>                <C>
1997:
  Fourth quarter      $ 42,131      $14,543      $  2,249           $ 0.08
  Third quarter         38,908       12,658         1,767             0.07
  Second quarter        36,511       11,597         1,231             0.05
  First quarter         36,177       11,126           457             0.02
                      --------      -------      --------

Total                 $153,727      $49,924      $  5,704
                      ========      =======      ========

1996:
  Fourth quarter      $ 28,939      $ 2,848      $(38,344)          $(1.97)
  Third quarter         35,077       11,262        (3,238)           (0.17)
  Second quarter        34,346       10,660        (3,380)           (0.17)
  First quarter         33,552       10,925        (4,257)           (0.22)
                      --------      -------      --------

Total                 $131,914      $35,695      $(49,219)
                      ========      =======      ========
</TABLE>

         During the fourth quarter of fiscal year 1996, the Company recorded
approximately $19,806 of charges related to asset write-downs and increased
inventory reserves. In addition, the Company accrued $2,088 for the settlement
of a shareholder lawsuit and related legal costs, $1,855 for sales and use tax
liability and $1,450 for related interest and penalties, and $1,777 for
restructuring and severance costs.

         A significant portion of the Company's operating expenses are
relatively fixed in nature and planned expenditures are based primarily on sales
forecasts. If revenue does not meet the Company's expectations in any given
quarter, the adverse impact on the Company's liquidity position and net income
may be magnified by the Company's inability to reduce expenditures quickly
enough to compensate for the revenue shortfall. Furthermore, as is common in the
computer industry, the Company historically has experienced an increase in the
number of orders and shipments in the latter part of each quarter and the
Company expects this pattern to continue in the future. The Company's failure to
receive anticipated orders or to complete shipments in the latter part of a
quarter could have a material adverse effect on the Company's results of
operations for that quarter.

         The Company has experienced significant quarterly fluctuations in
operating results and anticipates that these fluctuations may continue in the
future. These fluctuations have been and may continue to be caused by a number
of factors, including the timing of customer orders (a large majority of which
have historically been placed in the last month of each quarter), the
introduction of new versions of the Company's products, and the timing of sales
and marketing and research and development expenditures. Future operating
results may fluctuate as a result of these and other factors, including the
Company's ability to continue to develop innovative products, the introduction
of new products by the Company's competitors, and decreases in gross profit
margin for mature products. There can be no assurance that the Company will be
profitable on a quarter-to-quarter or annual basis.




                                      F-25
<PAGE>   51


(16)      SUBSEQUENT EVENT (UNAUDITED)

         Effective June 12, 1997, the Company entered into an agreement with
Greyrock Business Credit whereby under an asset secured domestic line of credit,
the Company may borrow up to $30,000, limited by the value of pledged
collateral. As part of the agreement, Silicon Valley Bank has a participation
interest. The agreement allows the Company to borrow at a blended rate of prime
rate plus 1.67%. The initial term of the agreement is for one year and
automatically and continuously renews for a subsequent year, unless terminated
by either party per the agreement.





                                      F-26
<PAGE>   52


                                                                     SCHEDULE II



                           MTI TECHNOLOGY CORPORATION

                        VALUATION AND QUALIFYING ACCOUNTS

     FOR THE FISCAL YEARS ENDED APRIL 5, 1997, APRIL 6, 1996, APRIL 1, 1995
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                     CHARGED TO                       BALANCE
                                        BALANCE AT   REVENUE,                           AT
                                        BEGINNING    COSTS AND                        END OF
         DESCRIPTION                    OF PERIOD    EXPENSES(1)      DEDUCTIONS      PERIOD
         -----------                    ---------    -----------      ----------      ------
<S>                                       <C>         <C>               <C>           <C>
Year ended April 5, 1997
     Allowance for doubtful accounts
          and sales returns               $5,437      $  4,165          $  (319)      $9,283
                                          ======      ========          =======       ======

     Allowance for inventory
          obsolescence                    $3,944      $  3,238          $(3,687)      $3,495
                                          ======      ========          =======       ======

Year ended April 6, 1996
     Allowance for doubtful accounts
          and sales returns               $9,986      $ (4,395)(2)      $  (154)      $5,437
                                          ======      ========          =======       ======

     Allowance for inventory
          obsolescence                    $8,613      $  4,056          $(8,725)      $3,944
                                          ======      ========          =======       ======

Year ended April 1, 1995
     Allowance for doubtful accounts
          and sales returns               $2,315      $  7,770          $   (99)      $9,986
                                          ======      ========          =======       ======

     Allowance for inventory
          obsolescence                    $2,476      $ 10,600          $(4,463)      $8,613
                                          ======      ========          =======       ======
</TABLE>





(1)  The allowance for sales returns is recorded as a charge to revenue, the
     allowance for doubtful accounts is charged to selling, general and
     administrative expenses, and the allowance for inventory obsolescence is
     charged to product cost of revenue.

(2)  Includes amounts related to the recognition of receivables whose related
     revenue was not recognized until fiscal year 1996.



                                       S-1
<PAGE>   53



                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
EXHIBIT
NUMBER                        DESCRIPTION
------                        -----------

<S>         <C>
10.48       Loan and Security Agreement between the Company and
            Greyrock Business Credit, dated May 23, 1997, and
            Schedule thereto.

21.1        Subsidiaries of the Company.

23.1        Consent of KPMG Peat Marwick LLP.

27          Financial Data Schedule
</TABLE>