<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-K/A


                                   (Mark One)
  [X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
              Act of 1934 for the fiscal year ended March 30, 2002,

                                       or

     [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934
             For the transition period from            to
                                            ----------    ----------

                         Commission File Number: 0-27482

                                XETEL CORPORATION
             (Exact Name of Registrant as Specified in its Charter)


                      DELAWARE                           74-2310781
          (State or Other Jurisdiction of             (I.R.S. Employer
          Incorporation or Organization)           Identification Number)

                              2105 GRACY FARMS LANE
                               AUSTIN, TEXAS 78758
          (Address of principal executive offices, including zip code)

                                 (512) 435-1000
              (Registrant's telephone number, including area code)

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

           Securities registered pursuant to Section 12(g) of the Act:
                    Common Stock, $0.0001 Par Value Per Share

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 other shorter period that the Registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days: Yes [X] No [ ]

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

The aggregate market value of the voting and non-voting common equity held by
non-affiliates of XeTel Corporation, computed by reference to the last sales
price of such stock as of June 10, 2002, was $2,843,000.

At June 10, 2002, there were 10,153,570 outstanding shares of the Registrant's
Common Stock.


<PAGE>



The Amendment No. 1 on Form 10-K/A amends Part III. Items 10, 11 and 12 of XeTel
Corporations's original Annual Report on Form 10-K (the "Original Form 10-K")
filed on June 28, 2002.

Item 10 of the Original Form 10-K is amended in its entirety to read as follows:

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT


The following table sets forth information with respect to its directors and
executive officers as of March 30, 2002.

<Table>
<Caption>
NAME                                  AGE     POSITION
----                                  ---     --------
<S>                                   <C>     <C>
Angelo A. DeCaro, Jr.                 50      President, Chief Executive Officer and Director (Class III)
Julian C. Hart                        62      Senior Vice President, Chief Technology Officer and Secretary
William A. Peten                      55      Senior Vice President, Corporate Materials and Systems
Daniel J. Williams                    53      Vice President, General Manager XeTel Austin
Sam L. Densmore                       61      Director (Class I)
C. Scott Kulicke                      52      Director (Class II)
</Table>

ANGELO A. DECARO, JR. - PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR. Mr.
DeCaro has served as a Director and President of the Company since 1993, and in
August 1995, was elected its Chief Executive Officer. Mr. DeCaro was employed by
IBM from 1974 to 1993, and served as Director of Operations-Printed Wiring Board
and Services at IBM's circuit board facility in Austin, Texas from 1992 to 1993
and Plant Manager of the same facility from 1989 to 1992.

JULIAN C. HART - SENIOR VICE PRESIDENT, CHIEF TECHNOLOGY OFFICER AND SECRETARY.
Mr. Hart, a founder of XeTel, has served as Senior Vice President of XeTel since
1984, its Chief Technical Officer since November 1995, and Secretary since
September 1996. Mr. Hart served as a Director of XeTel from 1984 until May 1997.
From 1964 to 1984, he was employed by Texas Instruments ("TI") in various
development engineering positions, including the development of TI's Advanced
Scientific Computer. Mr. Hart is a registered Professional Engineer and a member
of The International Society for Hybrid Microelectronics.

WILLIAM A. PETEN - SENIOR VICE PRESIDENT, CORPORATE MATERIALS AND SYSTEMS. Mr.
Peten has served as Senior Vice President, Corporate Materials and Systems since
April 1998. Prior to April 1998, Mr. Peten served as Vice President, Material
Acquisition and Control from 1993 to April 1998. Prior to joining XeTel, Mr.
Peten was employed by IBM for approximately 23 years where he held numerous
management assignments including Materials Manager for the IBM Printed Circuit
Panel Plant in Austin from 1989 to 1993.

DANIEL J. WILLIAMS - VICE PRESIDENT, GENERAL MANAGER AUSTIN. Mr. Williams has
served as Vice President, General Manager XeTel Austin since January 1999.
Previous to this position, Mr. Williams served as General Manager XeTel Austin
High Volume Manufacturing from 1998 to 1999. Prior to joining XeTel, Mr.
Williams was employed as Director of Operations at Arrowsmith Technologies in
1997 and Columbia Scientific from 1995 to 1997. Mr. Williams was also employed
by Fisher Rosemount Systems for approximately 18 years where he held numerous
management positions including Manufacturing, Materials and Operations Manager
from 1989 to 1995.

SAM L. DENSMORE - DIRECTOR. Mr. Densmore has served as a Director of XeTel since
May 1997. From 1993 to November 1999, Mr. Densmore served with RF Monolithics,
Inc., a radio frequency component and module designer and manufacturer,
including as its President and Chief Executive Officer since 1996, Director
since 1994 and Executive Vice President, Chief Operating Officer, Chief
Financial Officer and Secretary from 1993 to 1996. In 1991, Mr. Densmore founded
the IBC Group, a private consulting company, and served as its President from
1991 to 1993. From 1984 to 1990, Mr. Densmore was employed at Recognition
International, Inc., a document image processing company. During that period,
Mr. Densmore served as Senior Vice President, Treasurer and Chief Financial
Officer from 1989 to


                                       2
<PAGE>


1990 and Vice President of Corporate Development from 1984 to 1989. Mr. Densmore
is a Certified Public Accountant.

C. SCOTT KULICKE - DIRECTOR. Mr. Kulicke has served as a Director of XeTel since
January 2000. Mr. Kulicke has served with Kulicke & Soffa Industries, Inc., a
supplier of semiconductor assembly equipment, as Chief Executive Officer since
1979 and Chairman of the Board since 1984. Prior to then, he held a number of
executive positions with Kulicke & Soffa. Mr. Kulicke also serves on the Board
of Directors of General Semiconductor, Inc.

There is no family relationship among any of the foregoing individuals.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934 requires XeTel's executive
officers and directors, and persons who own more than ten percent of a
registered class of our equity securities, to file reports of ownership on Form
3 and changes in ownership on Form 4 or Form 5 with the Securities and Exchange
Commission ("SEC"). Such officers, directors and 10% stockholders are also
required by SEC rules to furnish XeTel with copies of all Section 16(a) forms
they file.

Based solely on its review of the copies of such forms received by it, we
believe that, during the fiscal year ended March 30, 2002, all reporting
requirements under Section 16(a) were met in a timely manner by our officers,
directors and greater than ten percent beneficial owners with the exception of
Form 5 for each of Messrs. DeCaro, Peten, Williams, Hart, Kulicke, and Densmore.

Item 11 of the Original Form 10-K is amended in its entirety to read as follows:

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth the compensation paid or awarded by XeTel during
fiscal 2002 to the President and Chief Executive Officer and each of the four
other most highly compensated officers of XeTel as of March 30, 2002, whose
total annual compensation in such year exceeded $100,000 and certain other
individuals who served as executive officers during fiscal 2002, (collectively,
the "Named Executive Officers") for services rendered in all capacities to XeTel
and its subsidiaries for the fiscal years ended April 1, 2000, March 31, 2001
and March 30, 2002:

                           SUMMARY COMPENSATION TABLE

<Table>
<Caption>
                                                   Annual                        Long-Term
                                                Compensation                Compensation Awards
                                       --------------------------------    -----------------------
                                                            Other Annual   Restricted   Securities     All Other
                              Fiscal                        Compensation      Stock     Underlying    Compensation
                               Year    Salary    Bonus        ($)(1)         ($)(2)     Options(#)        ($)(3)
                              ------  --------  -------     ------------   ----------   ----------    ------------
<S>                           <C>     <C>       <C>         <C>            <C>          <C>           <C>
Angelo A. DeCaro, Jr.....      2002    222,526    5,513         7,754              --       50,000        1,650
   President and Chief         2001    235,269   63,342         7,108              --       25,000        4,676
   Executive Officer and       2000    221,912       --         5,400              --       25,000        2,500
   Director

William A. Peten.........      2002    168,030    8,880            --              --       25,000        1,677
   Senior Vice President,      2001    179,923   33,674            --              --       15,000        5,034
   Corporate Materials and     2000    167,000   10,000            --              --       15,000        2,127
   Systems

Richard C. Phillips (4)..      2002    133,356    2,250         6,000              --       20,000        1,211
   Vice President,             2001    150,000   25,000         5,923              --           --        5,062
   Business Development        2000     79,039       --         3,000              --           --           --

Julian C. Hart...........      2002    146,691   11,187            --              --       25,000        1,575
   Senior Vice President,      2001    158,654   26,765            --              --       10,000        2,725
   Chief Technology            2000    145,385       --            --              --       10,000           --
   Officer  and Secretary

Daniel J. Williams.......      2002    128,910    3,725            --              --       20,000        1,250
   Vice President,             2001    145,192   10,488            --              --       35,000        3,332
   General Manager -           2000    109,997       --            --              --       15,000        1,375
   Austin
</Table>


                                       3
<PAGE>


(1)  Represents car allowances.

(2)  Messrs. DeCaro and Peten were issued 10,000 and 5,000, respectively, shares
     of Common Stock on August 11, 1998. The shares vested in full on August 11,
     2000.

     Messrs. DeCaro and Peten were issued 5,000 and 2,500, respectively, shares
     of Common Stock on April 20, 1998, based on fiscal 1998 performance. The
     shares vested in full on April 20, 2000. At March 30, 2002 the aggregate
     holdings and value of restricted stock were as follows; Mr. DeCaro- 15,000
     shares valued at $5,850, Mr. Peten- 7,500 shares valued at $2,925.

(3)  Represents matching contributions under XeTel's 401(k) Profit Sharing Plan.

(4)  Mr. Phillips resigned from his position with XeTel in April 2002.


OPTION GRANTS IN LAST FISCAL YEAR

          The following table contains information concerning the grant of stock
 options under XeTel's 1997 Stock Incentive Plan to the Named Executive Officers
 during the 2002 fiscal year:

                        OPTION GRANTS IN LAST FISCAL YEAR

<Table>
<Caption>
                                Individual Grants                                             Potential
                           -------------------------                                     Realizable Value at
                                          % of Total                                    Assumed Annual Rates
                            Number of       Options                                        of Stock Price
                           Securities     Granted to                                      Appreciation for
                           Underlying    Employees in                                    Option Term ($)(5)
                             Options      Fiscal Year     Exercise Price   Expiration   --------------------
           Name            Granted (1)        (2)          ($/Share)(3)      Date(4)       5%          10%
 -----------------------   -----------   ------------     --------------   ----------   -------      -------
<S>                        <C>           <C>              <C>              <C>          <C>          <C>
 Angelo A. DeCaro, Jr.       50,000          8.54              0.59         11/26/08     12,009       27,987

 William A. Peten            25,000          4.27              0.59         11/26/08      6,005       13,994

 Richard C. Phillips         20,000          3.42              0.59         11/26/08      4,804       11,195

 Daniel J. Williams          20,000          3.42              0.59         11/26/08      4,804       11,195

 Julian C. Hart              25,000          4.27              0.59         11/26/08      6,005       13,994
</Table>

(1)  Options were granted on November 26, 2001 under the stock incentive plan.
     Each option will become exercisable as to twenty-five percent (25%) of the
     shares upon the optionee's completion of one (1) year of service measured
     from the grant date and with respect to the balance of the shares in a
     series of equal annual installments over three (3) years of service
     thereafter. The option will become immediately exercisable upon an
     acquisition of XeTel by merger or asset sale, unless the option is assumed
     by the acquiring entity. Any assumed options will become immediately
     exercisable following an optionee's involuntary termination of service,
     other than for cause, if such involuntary termination occurs within 18
     months, following the acquisition of XeTel by merger or asset sale or a
     change in control of XeTel.


                                       4
<PAGE>


(2)  XeTel granted options to purchase an aggregate of 585,500 shares of XeTel
     common stock to employees during fiscal 2002, including options granted to
     Named Executive Officers.

(3)  The exercise price may be paid in cash or through a cashless exercise
     procedure involving a same-day sale of the purchased shares. The
     compensation committee of our board of directors may also assist an
     optionee in the exercise of an option by loaning the optionee sufficient
     funds to pay the exercise price for the purchased shares, together with any
     federal and state income tax liability incurred by the optionee in
     connection with such exercise. The compensation committee has the
     discretionary authority to reprice outstanding options under the stock
     option plan through the cancellation of those options and the grant of
     replacement options with an exercise price based on the lower fair market
     value of the option shares on the regrant date.

(4)  Each option has maximum term of seven years, subject to earlier termination
     in the event of the optionee's cessation of service with XeTel.

(5)  Potential realizable value is based on assumption that the market price of
     the common stock appreciates at the annual rate shown (compounded annually)
     from the date of grant until the end of the seven year option term. There
     can be no assurance that the actual stock price appreciation over the seven
     year option term will be at the assumed five percent and ten percent levels
     or at any other defined level.

AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES

The following table sets forth information concerning option exercises and
option holdings for the fiscal year ended March 30, 2002 for each of the Named
Executive Officers:

<Table>
<Caption>
                                            Value Realized          Number of Securities
                                  Shares    (Market Price         Underlying Unexercised         Value of Unexercised
                                 Acquired    at Exercise                Options at              In-The-Money Options at
                                    On         Date less            Fiscal Year-End (#)          Fiscal Year-End ($)(1)
                                 Exercise   Exercise Price)   -----------------------------  -----------------------------
          Name                      (#)           ($)          Exercisable    Unexercisable   Exercisable    Unexercisable
------------------------------   --------   ---------------   ------------   --------------  ------------   --------------
<S>                              <C>        <C>               <C>            <C>             <C>            <C>
 Angelo A. DeCaro, Jr.........         --                --        178,750       71,250                --               --
 William A. Peten.............         --                --         48,750       78,250                --               --
 Richard C. Phillips                   --                --         45,000       12,500                --               --
 Daniel J. Williams                    --                --         46,250       58,750                --               --
 Julian C. Hart...............         --                --         47,000       40,000                --               --
</Table>

(1) Based on the fair value of XeTel's common stock as of March 29, 2002 of
    $0.39 per share, less the exercise price for such shares.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The compensation committee of the board of directors is currently comprised of
two non-employee directors. The current members of the Compensation Committee
are Messrs. Densmore and Kulicke. On May 25, 2002 and August 8, 2001, Mr. Ronald
Guire and Mr. Alan Schuele resigned from the Board of Directors and its related
committees, respectively. Neither of these individuals was an officer or
employee of XeTel at anytime during Fiscal 2002. Mr. Guire is a former officer
of XeTel. He served as secretary from 1991 to 1996.

No current executive officer of XeTel has ever served as a member of the board
of directors or compensation committee of any other entity that was or has had
one or more executive officers serving as a member of XeTel's board of directors
or compensation committee.


                                       5
<PAGE>


                        REPORT OF COMPENSATION COMMITTEE

GENERAL

The compensation committee of the board of directors is currently comprised of
two non-employee directors. The current members of the compensation committee
are Messrs. Densmore and Kulicke. On May 25, 2002 and August 8, 2001, Mr. Ronald
Guire and Mr. Alan Schuele resigned from the board of directors, respectively.
No current executive officer has ever served as a member of the board of
directors or compensation committee of any other entity that has or has had one
or more executive officers serving as a member of the board of directors or
compensation committee. The compensation committee is responsible for
recommending to the board of directors the compensation programs and levels of
pay for executive officers, administers the 1997 Stock Incentive Plan, including
the awarding of grants thereunder. The compensation committee also advises
management on pay programs and levels for non-executive employees of XeTel.

COMPENSATION PHILOSOPHY AND OBJECTIVES

Through the compensation committee, XeTel has developed and implemented
compensation policies, plans and programs which seek to tie executive
compensation to the attainment of company-wide, business unit and individual
performance objectives, while providing compensation sufficient to attract,
motivate and retain talented executives who will contribute to our long-term
success. In furtherance of these goals, annual base salaries are generally set
at levels that take into account both competitive and performance factors.
Annual incentive compensation is variable and is closely tied to corporate
performance to encourage profitability, growth and the enhancement of
stockholder value. During fiscal 2002, compensation for our executive officers
consisted of base salary, annual cash incentive opportunities, equity
incentives, participation as eligible employees (with all other eligible
employees of XeTel) in our 401(k) Savings Plan, an auto allowance for certain
executive officers and certain benefits available generally to employees of
XeTel.

BASE SALARY

The compensation committee fixes the base salary of the President and Chief
Executive Officer and reviews and approves base salaries for each of our other
executive officers annually in connection with annual performance reviews. In
adjusting these base salaries, the compensation committee examines both
qualitative and quantitative factors relating to corporate and individual
performance. In many instances, the qualitative factors necessarily involve a
subjective assessment by the compensation committee. The compensation committee
considers a mix of factors and evaluates individual performance against that mix
both in absolute terms, in relation to the executive's peers within XeTel and
competitive salary survey information.

To assist in recruiting highly qualified management, the compensation committee
generally targets base salaries paid to executive officers at competitive
levels, depending on individual qualifications and experience.

During fiscal 2002, the compensation committee decreased the salary of the
President and Chief Executive Officer, resulting in an adjusted salary
comparable to mid-range salaries paid to chief executive officers of
comparable-sized high technology companies.

ANNUAL INCENTIVE OPPORTUNITIES

XeTel maintains annual cash incentive bonus programs to reward executive
officers and other key employees for attaining defined performance goals. For
most executive officers and other key employees, bonuses are based primarily on
company-wide performance targets. For senior management personnel, while
company-wide performance is a factor, significant weight is also given to
individual performance and the performance of particular operation groups within
XeTel. XeTel maintains an annual incentive award program designed to reward
management and other key employees for company-wide, business unit and
individual performance. Under the incentive programs, executive officers
(including the Chief Executive Officer) receive a percentage of their base
salary based upon the achievement of targeted levels of performance. These
levels of performance include but are not limited to, our level of net sales and
earnings and other criteria related to asset management, productivity, quality
and throughput to the extent that achievement of such goals are affected by the
individual's performance. For the Chief Executive Officer, the target percentage
for fiscal 2002 was 50% of base salary, and the target percentage for the other
executive officers


                                       6
<PAGE>


ranged from 20% to 40%. Target awards are subject to a multiplier, calculated on
the basis of actual results against each of the performance criteria in the
cases of the Chief Executive Officer and other officers. No variable
compensation was given to the executive team in the first half of fiscal 2002.
In the second half, the variable compensation program was suspended due to the
nature of the economy and the current financial condition of XeTel. Small
one-time awards were approved by the compensation committee for debt reduction
and other cash management activities. These awards were accrued as an expense in
fiscal 2002 but not paid to these executives as of the filing of this document.

EQUITY INCENTIVES

XeTel has utilized the stock incentive plan to further align the interests of
stockholders and management by creating incentives related to the possession by
management of substantial economic interest in the long-term appreciation of the
Company's stock. Generally, options under the Plan are granted with exercise
prices set at the fair market value of the underlying stock on the date of
grant, have a term of seven years, and are subject to vesting over four years.
In determining the size of a stock issuance award or an option to be granted to
an executive officer, the Compensation Committee takes into account the
officer's position and level of responsibility within the Company, the officer's
existing stock and unvested option holdings, the potential reward to the officer
if the stock price appreciates in the public market and the competitiveness of
the officer's overall compensation arrangements, including stock options and
stock issuance awards, although outstanding performance by an individual may
also be taken into consideration. Option grants may also be made to new
executives upon commencement of employment and, on occasion, to executives in
connection with a significant change in job responsibility.

In fiscal year 2002, the compensation committee granted stock options to
executive officers. After considering the criteria discussed above, the
compensation committee granted to Mr. DeCaro options to purchase up to 50,000
shares of common stock. In addition to amounts granted associated with new
executives joining XeTel, the compensation committee also granted options to
other executive officers to acquire shares from 20,000 to 25,000 shares per
individual executive. In general, in determining the size of all such grants,
the compensation committee focused in particular on its conclusion, based on
experience and informal information subjectively evaluated, that the stock and
option holdings of our executive officers were below the levels needed to
provide appropriate equity incentives.

CHIEF EXECUTIVE OFFICER COMPENSATION

The compensation committee uses the same factors in determining the
compensation of the Chief Executive Officer as it does for the other executives
of XeTel. Following an analysis of marketplace data and a subjective assessment
of the Chief Executive Officer's performance, the compensation committee
approved a decrease in the annual base salary of the Chief Executive Officer
from $245,000 to $215,000 in fiscal 2002. As in the case of the other
participants in the annual bonus program, the Chief Executive Officer received
cash incentive payments in Fiscal 2002, which amounted to approximately $5,513
based on achieving certain revenue and earnings per share targets for the second
half of fiscal 2001.


                                       7
<PAGE>


COMPLIANCE WITH INTERNAL REVENUE CODE 162(m)

Section 162(m) of the Internal Revenue Code disallows a tax deduction to
publicly held companies for compensation paid to certain of their executive
officers, to the extent that such compensation exceeds $1 million per covered
officer in any fiscal year. The limitation applies only to the compensation
which is not considered to be performance-based. Non-performance based
compensation paid to our executive officers for fiscal 2002 did not exceed the
$1 million limit per officer, and the compensation committee does not anticipate
that the non-performance based compensation to be paid to our executive officers
for fiscal year 2003 will exceed that limit. Currently, compensation deemed paid
in connection with the exercise of option grants made under our 1997 Stock
Incentive Plan with an exercise price equal to the fair market value of the
option shares on the grant date will not qualify as performance-based
compensation. Because it is unlikely that the compensation payable to any of our
executive officers in the foreseeable future will approach the $1 million limit,
the compensation committee has decided at this time not to take any action to
limit or restructure the elements of cash or non-cash compensation payable to
our executive officers. The compensation committee will reconsider this decision
should the individual compensation of any executive officer ever approach the $1
million level.


                                                                    SAM DENSMORE
                                                                C. SCOTT KULICKE


EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL AGREEMENTS

XeTel has not entered into any employment agreements with members of its senior
management. However, XeTel has entered into change-in-control agreements with
Messrs. DeCaro and Peten, which provide if the officer is terminated (i) by
XeTel other than for cause, or by reason of the officer's death or permanent
disability or (ii) by the officer following a change in certain conditions of
employment, within eighteen months after a "change in control" of XeTel (as
those terms are defined in the Change-In-Control Agreements), XeTel will pay to
the officer an amount equal to two times the annual rate of the officer's base
salary in effect of the time of termination plus two times the bonus paid as
defined in the annual executive variable pay plan for services rendered in the
four fiscal quarters immediately preceding the termination. Additionally, each
unvested stock option will automatically accelerate and XeTel's repurchase right
with respect to restricted stock issuance's will immediately terminate. The
Change-in-Control Agreements also provide XeTel will make available certain
insurance benefits at the officer's expense for the eighteen-month period
following the officer's termination.

BOARD COMPENSATION

Directors who are full-time salaried employees of XeTel are not compensated for
their service on the board of directors or on any board committee. Directors who
are not employees of XeTel receive a quarterly retainer of $3,000 for their
services and a fee of $1,000 for each Board meeting attended and $500 for each
committee meeting attended, plus travel and lodging expenses as are appropriate.
The Chairman of the Board receives an additional $2,000 quarterly retainer.
Under the Automatic Option Grant Program of the stock incentive plan, each
individual who is first elected or appointed as a non-employee director is
granted a non-statutory option to purchase up to 15,000 shares of common stock.
In addition, on the date of each annual stockholders meeting each individual who
is to continue to serve as a non-employee director after the meeting shall be
granted a non-statutory option to purchase up to an additional 5,000 shares of
common stock, the exercise price per share being equal to the fair market value
per share on the option grant date, provided each individual has served as a
non-employee director for at least six months. Due to the financial condition of
XeTel, the board of directors temporarily suspended the quarterly and meeting
fees paid by XeTel to each director beginning in the second quarter of fiscal
2002.


                                       8
<PAGE>


STOCK PERFORMANCE GRAPH

The graph below depicts the Company's stock price as an index assuming $100
invested on March 27, 1997, along with the composite prices of companies listed
in the NASDAQ Stock Composite Index, the NASDAQ Electronic Component Index and a
Peer Group (defined below). The Peer Group consists of the following publicly
held, mid-tier electronic manufacturing services companies whose business, taken
as a whole, resembles the Company's activities: EFTC Corporation, IEC
Electronics Corporation, SigmaTron International, Inc. and Sparton Corp. The
Peer Group index was derived using the average of the individual company stock
prices for each period. The comparisons in the graph are required by regulations
of the Securities and Exchange Commission and are not intended to forecast or be
indicative of the possible future performance of the Common Stock.

          COMPARISON OF CUMULATIVE TOTAL RETURN SINCE MARCH 27, 1997**
          Among XeTel Corporation, the NASDAQ Stock Composite Index-US,
          the NASDAQ Electronics Component Index and XeTel's Peer Group

                                    [CHART]

<Table>
<Caption>
                                          3/27/97    3/27/98    3/26/99    3/31/00    3/30/01    3/29/02
                                          -------    -------    -------    -------    -------    -------
<S>                                       <C>        <C>        <C>        <C>        <C>        <C>
XeTel Corporation                           100         75         48         63         70          8

NASDAQ Electronics Component Index          100        111        163        488        171         179

NASDAQ Stock Composite Index - US           100        153        218        420        173         171

Peer Group                                  100        122         55         45         39         46
</Table>

**$100 invested on March 27, 1997 in stock or index, including reinvestment of
dividends.

         Notwithstanding anything to the contrary set forth in any of the
Company's previous filings under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, which might incorporate future
filings made by the Company under those statutes, the preceding Report of the
Compensation Committee and the Company's Stock Performance Graph will not be
incorporated by reference into any of those prior filings, nor will such report
or graph be incorporated by reference into any future filings made by the
Company under those statutes.


                                       9
<PAGE>


Item 12 of the Original Form 10-K is amended in its entirety to read as follows:

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP

The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of July 15, 2002, by: (i) each person
or group who is known by XeTel to be the beneficial owner of more than 5% of the
common stock, (ii) each director of XeTel and each Named Executive Officer who
beneficially held shares of our common stock as of such date, and (iii) all
current executive officers and directors of XeTel as a group. Except as
otherwise noted, each person's address is c/o XeTel Corporation, 2105 Gracy
Farms Lane, Austin, Texas 78758, and each person has sole voting and investment
power over the shares shown as beneficially owned, except to the extent
authority is shared by his or her spouse under applicable community property
laws.



<Table>
<Caption>
                              Name and address of                 Shares Beneficially Owned
                                Beneficial Owner                  Number           Percent
                                ----------------                ----------        ---------
<S>                                                             <C>               <C>
                  Rohm U.S.A., Inc.
                    149 Kifer Court
                    Sunnyvale, CA 94086-5120.................    2,343,408          23.3
                  Dimensional Fund Advisors, Inc.
                    1299 Ocean Ave., 11th Floor
                    Santa Monica, CA 90401-1006                    554,000           5.5
                  Julian C. Hart(1) (3) ......................     288,403           2.9
                  Angelo A. DeCaro, Jr.(2) (3) (4)............     250,852           2.5
                  William A. Peten(3) (5).....................     139,779           1.4
                  Daniel J. Williams(3) (6)...................      62,500            *
                  Sam L. Densmore(4)(7).......................      30,000            *
                  C. Scott Kulicke(4)(8)......................      30,000            *
                  All current executive officers and
                    Directors as a group(9)...................     789,034           7.8
</Table>

                  *Represents less than one percent of the outstanding shares of
                  Common Stock plus all options currently exercisable or
                  exercisable within 60 days after July 15, 2002.

(1)  Includes 54,500 shares that may be acquired pursuant to options currently
     exercisable or exercisable within 60 days after July 15, 2002.

(2)  Includes 178,750 shares that may be acquired pursuant to options currently
     exercisable or exercisable within 60 days after July 15, 2002, which may be
     subject to certain repurchase rights in accordance with the Automatic
     Option Grant Program.

(3)  Named Executive Officer of XeTel.

(4)  Director of XeTel.

(5)  Includes 89,500 shares that may be acquired pursuant to options currently
     exercisable or exercisable within 60 days after July 15, 2002.

(6)  Includes 60,000 shares that may be acquired pursuant to options currently
     exercisable or exercisable within 60 days after July 15, 2002.

(7)  Includes 30,000 shares that may be acquired pursuant to options currently
     exercisable or exercisable within 60 days after July 15, 2002, which may be
     subject to certain repurchase rights in accordance with the Automatic
     Option Grant Program.

(8)  Includes 20,000 shares that may be acquired pursuant to options currently
     exercisable or exercisable within 60 days after July 15, 2002, which may be
     subject to certain repurchase rights in accordance with the Automatic
     Option Grant Program.

(9)  Includes 420,250 shares that may be acquired pursuant to options currently
     exercisable or exercisable within 60 days after July 15, 2002.


                                       10
<PAGE>


                                   SIGNATURES

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


                                                               XETEL CORPORATION
                                                                    (Registrant)

                          Date: June 28, 2002     By: /s/ Angelo A. DeCaro, Jr.
                                                     ---------------------------
                                                           Angelo A. DeCaro, Jr.
                              President and Chief Executive Officer and Director

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


<Table>
<Caption>
               Name                                    Title                                       Date
<S>                                 <C>                                                       <C>
/s/ Angelo A. DeCaro, Jr.
-----------------------------
Angelo A. DeCaro, Jr.               President and Chief Executive Officer and                 July 28, 2002
                                    Director (principal executive, accounting
                                    and financial officer)

/s/ Sam L. Densmore
-----------------------------
Sam L. Densmore                     Director                                                  July 28, 2002

/s/ C. Scott Kulicke
-----------------------------
C. Scott Kulicke                    Director                                                  July 28, 2002
</Table>



                                       11