<PAGE>

===============================================================================

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                                    FORM 10-K
  (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 31, 2001
                                      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: 0-27798

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

                       Workgroup Technology Corporation
            (Exact name of registrant as specified in its charter)


                   Delaware                                   04-3153644
                 -------------                               ------------
        (State or other jurisdiction of                    (I.R.S. Employer
         incorporation or organization)                   Identification No.)

     91 Hartwell Ave., Lexington, MA                             02421
 ---------------------------------------------                   -------
   (Address of principal executive offices)                    (Zip Code)

      Registrant's telephone number, including area code: (781) 674-2000


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

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

                         Common Stock, $.01 par value
                         ----------------------------
                               (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 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 nonaffiliates of the
  registrant as of May 23, 2001 (based on the closing price as quoted by Nasdaq
  National Market as of such date) was approximately $1,810,000.

  As of May 23, 2001, 1,843,521 shares of the registrant's common stock were
  outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

  Portions of the Company's Proxy Statement relating to the Company's Annual
  Meeting of Stockholders to be held on July 27, 2001 are incorporated by
  reference into Part III hereof.

===============================================================================
<PAGE>

                          Forward Looking Statements

     From time-to-time, information provided by the Company or statements made
by its employees, including statements made herein, may contain "forward-
looking" information which involve risks and uncertainties. In particular, the
statements set forth below under the heading "WTC's Strategy" regarding the
Company's objectives to build on its market position, enhance product offerings,
expand third-party relationships and broaden distribution and market awareness
are "forward-looking" statements and are based on the assumptions and
expectations of the Company's management at the time such statements are made.
The Company's actual results may vary significantly from those stated in any
forward-looking statements. Important information about the factors that may
cause such differences include, but are not limited to, the risks, uncertainties
and other information discussed in "Certain Factors That May Affect Future
Results" in Management's Discussion and Analysis of Financial Condition and
Results of Operations included in this Form 10K.



                                    PART I

ITEM 1.   BUSINESS

General

     Founded in 1992, Workgroup Technology Corporation ("WTC" or the "Company")
develops, markets and supports collaborative product data management ("PDM")
software solutions to help manufacturers optimize product development. The
Company's proven family of collaborative PDM solutions, WTC ProductCenter(TM),
provides product development organizations with product content management and
process automation. The WTC ProductCenter solution is web-enabled and extendable
across a global enterprise, including customers, partners and the supply chain,
and is quickly implemented and customizable. WTC also offers professional
services that provide consulting, training and technical support to assist
companies with these implementations.

     The Company was incorporated in the State of Delaware in May 1992. The
Company's principal executive offices are located at 91 Hartwell Avenue,
Lexington, Massachusetts 02421, and its telephone number is (781) 674-2000.
References herein to "WTC" and the "Company" include Workgroup Technology
Corporation, and its wholly-owned inactive subsidiary, Workgroup Technology
GmbH, which is in the process of being dissolved.

Industry Background

     Intense competitive pressures are driving companies to shorten their
product development cycles and time-to-market while improving their product
quality and reducing product costs. The globalization of markets, and
distributed design and manufacturing functions, requires flexible systems to
simplify the ever-increasing complexities of product information and processes
while having the ability to securely provide product information globally to
customers, partners and to various levels in the supply chain. These pressures
are forcing companies to re-engineer their management of the product development
process.

     Effectively managing the product development process imposes significant
demands on information systems. Manufacturers create and store product
development information in a wide range of disparate applications and systems
such as computer-aided design (CAD) systems; electronic design automation (EDA)
systems; word processing systems; manufacturing requirements planning (MRP)
systems; enterprise resource planning (ERP) systems; and various project
management tools. Companies must be able to integrate these islands of
information in order for this critical product content information to be
accessible

                                      -1-

<PAGE>

across the enterprise and processes need to be put in place in order to improve
product development efficiencies.

WTC's Products

     WTC's product family, WTC ProductCenter(TM), addresses today's "better
products faster" challenge by facilitating the management of product design and
development information with collaborative PDM.

     WTC ProductCenter is a proven enterprise-wide, collaborative PDM solution
     delivering a unique and powerful combination of secure product content
     management, business process automation and enterprise integration--helping
     companies rapidly optimize the product development process. WTC
     ProductCenter's core PDM technology allows for the secure management of
     product information. It allows designers and developers to manage, share,
     modify and track product data and documents throughout the product
     development process and provides workflow capabilities for automating
     business processes. WTC ProductCenter's extended PDM technology enables
     integration among enterprise applications, such as ERP, for continuous data
     exchange across the product lifecycle and further allows collaboration
     among the members of the product development process in the global
     enterprise, including customers, partners and the supply chain.


     WTC ProductCenter Benefits:


         Controlled and Secure Accessibility: Utilizing WTC ProductCenter's
         secure electronic vault, a company's critical product information is
         organized, stored and made accessible throughout the enterprise. Access
         to the information is based on assigned permissions to users, or groups
         of users, enabling the right information to be accessible to those who
         need it at the right time.

         Enterprise Integration: This flexible Windows/UNIX/Web-based system
         allows companies to integrate various information systems, tools, and
         industry products for enterprise wide product development
         collaboration. WTC ProductCenter provides various types of user access
         through standard interfaces and toolkits for native or web-based user
         environments. WTC also provides application-specific integrations with
         industry applications such as Pro/ENGINEER(R), SolidWorks(R),
         AutoCAD(R), FrameMaker(R), and Microsoft(R) Office.

         Quick Adaptability: WTC ProductCenter is a flexible, modular system
         that can be quickly implemented and customized. As a result, WTC
         ProductCenter can be managed without an overwhelming burden on
         administrators and it can be tailored to suit the needs of a growing
         enterprise, reducing the ongoing cost of ownership.


     The WTC ProductCenter family of products is a suite of modules that, when
combined, offer a unified collaborative product data management software
solution. WTC ProductCenter modules may be deployed in various combinations to
meet the specific needs of a customer. The following modules comprise the WTC
ProductCenter product family:


     WTC ProductCenter Components

     WTC ProductCenter(TM) Application Server
     ------------------------------------------
     The WTC ProductCenter Application Server is the core technology providing
     the data management business logic required to utilize WTC ProductCenter.
     The Application Server processes the

                                      -2-
<PAGE>

      information requests from the client desktops and coordinates the
      communication with the Oracle(R) RDBMS Server and the WTC ProductCenter
      Vault and Replication Servers.

      WTC ProductCenter(TM) Vault Server
      ------------------------------------
      The WTC ProductCenter Vault Server manages the storage of files with a
      high level of data security. Also, although the Application Server
      coordinates the communication between the Vault Servers and the clients,
      once a link is established, the Vault Servers communicate directly with
      the client applications to optimize the transfer of file information.

      WTC ProductCenter(TM) Replication Server
      ------------------------------------------
      When a customer needs to support an enterprise or an extended enterprise
      distributed over local or wide-area networks, WTC ProductCenter
      Replication Server supports distribution to multiple sites worldwide. The
      Replication Server reduces network traffic and response time for the
      distributed teams, particularly for those sharing work on large design
      projects.

      WTC ProductCenter(TM) Workflow
      --------------------------------
      WTC ProductCenter Workflow is a flexible process management application
      that allows companies to model the business process for WTC ProductCenter
      managed information. Work requests are routed to the appropriate
      individuals and groups, together with the information needed to perform
      the work. WTC ProductCenter team members have access to the current status
      of all workflow processes.

      WTC ProductCenter(TM) BOM Editor
      ----------------------------------
      WTC ProductCenter BOM Editor enables the management of engineering bills
      of materials throughout the product lifecycle. The BOM Editor provides an
      efficient Web-based solution for streamlining the engineering change
      process for companies. Used together with WTC ProductCenter Workflow,
      companies have a single solution for managing released product
      configurations.

      WTC ProductCenter(TM) GenView(TM)
      -------------------------------------
      WTC ProductCenter GenView automatically converts documents to viewable
      files and stores them in WTC ProductCenter. This allows users across the
      extended enterprise to easily view a file regardless of the application in
      which the file was originally created.

      WTC ProductCenter(TM) BatchLoader
      -----------------------------------
      WTC ProductCenter BatchLoader automates the loading of data into WTC
      ProductCenter. It is an easy way for users to add legacy data into the WTC
      ProductCenter system.

      WTC ProductCenter(TM) BatchGetCopy
      ------------------------------------
      WTC ProductCenter BatchGetCopy automates the retrieval of files from WTC
      ProductCenter. BatchGetCopy is a helpful tool, allowing users to copy a
      set of files that are required on a recurring basis.


      WTC ProductCenter Integrators

      WTC ProductCenter(TM) Pro/ENGINEER(R) Integrator
      --------------------------------------------------
      WTC ProductCenter Pro/ENGINEER Integrator provides integration with PTC's
      Pro/ENGINEER family of mechanical design and analysis tools. This
      integration supports the management of all Pro/ENGINEER files and
      configurations and automatically extracts and maintains the relationships
      and attributes which define the Pro/ENGINEER design. By leveraging WTC
      ProductCenter release management, the Pro/ENGINEER design team is able to
      easily build and retrieve configurations throughout the product lifecycle.

                                      -3-
<PAGE>

      WTC ProductCenter(TM) SolidWorks(R) Integrator
      ----------------------------------------------
      WTC ProductCenter SolidWorks Integrator provides integration with
      SolidWorks Corporation's SolidWorks solid modeling solution. This
      integration expands the computer-aided design file management choices by
      offering the same full functionality of the Pro/ENGINEER Integrator.

      WTC ProductCenter(TM) AutoCAD(R) Integrator
      ---------------------------------------------
      WTC ProductCenter AutoCAD Integrator provides integration with Autodesk's
      AutoCAD design environment. This integration expands the computer-aided
      design file management choices by offering the same full functionality of
      the Pro/ENGINEER Integrator.

      WTC ProductCenter(TM) FrameMaker(R) Integrator
      ------------------------------------------------
      WTC ProductCenter FrameMaker Integrator allows access to WTC ProductCenter
      functions from within Adobe's FrameMaker publishing environment. Users can
      automatically generate, add, and associate PDF viewables on add and
      check-in and use FrameMaker variables to fill in WTC ProductCenter
      attributes.

      WTC ProductCenter(TM) Microsoft(R) Office Integrator
      ------------------------------------------------------
      WTC ProductCenter Microsoft Office Integrator allows access to WTC
      ProductCenter functions from within Microsoft's Word and Excel
      applications. Users can populate WTC ProductCenter attributes from
      document properties and perform searches on custom or common attributes.


      WTC ProductCenter Toolkits

      WTC ProductCenter(TM) C/C++ Toolkit
      -------------------------------------
      Through its WTC ProductCenter C/C++ Toolkit, WTC ProductCenter allows
      users to build C/C++ applications and customize their environment by
      automating tasks such as viewable generations, batch loading of product
      information, automating workflow processes, or integrating other
      enterprise information systems such as ERP.

      WTC ProductCenter(TM) Perl Toolkit
      ------------------------------------
      WTC ProductCenter Perl Toolkit module expands the programmatic interface
      choices by offering the same full-featured functionality of the C/C++
      Toolkit through the Perl programming language.

      WTC ProductCenter WebLink(TM) Toolkit
      ---------------------------------------
      WTC ProductCenter WebLink Toolkit allows companies to produce HTML-based
      web applications for accessing information managed within WTC
      ProductCenter. WebLink Toolkit allows customers to create web-based
      clients, which can be tailored for particular users or groups of users.
      Simplified clients can be created utilizing familiar browser interfaces
      which mask the complexity of the underlying data management system. The
      WebLink Toolkit enables organizations to replace inefficient paper-based
      systems for distributing product development information from the
      engineering department to other users of the information within and
      outside of the company.


      WTC ProductCenter client products are supported on Microsoft Windows 95,
98, 2000 and NT, Sun Solaris, HP-UX and SGI Irix operating systems. Supported
client browsers include Netscape and Microsoft's Internet Explorer. WTC
ProductCenter server products are supported on Microsoft's Windows 2000, Windows
NT, Sun Solaris, HP-UX and SGI Irix operating systems. WTC ProductCenter's web
server component supports Netscape Enterprise Server, Microsoft Internet
Information Server, and Apache Web Server. WTC ProductCenter also supports
Oracle 8.

                                      -4-
<PAGE>

WTC's Services
      WTC offers a complete line of technical support, consulting and training
services. These services are an important component of the total solution the
Company provides to its customers. System administrator training is provided to
customers to prepare them for successful implementation of WTC ProductCenter.
Implementation and business consulting services are offered to those customers
who request assistance in installing software, designing databases, organizing
data and modeling development processes. The Company also provides software
maintenance, which includes central call center support, technical updates and
maintenance releases of products as determined by the Company. The Company also
provides a customer support Web portal, myPDM.net, exclusively to all active
maintenance customers providing on-demand online access to product, service, and
support information.

WTC's Strategy

      WTC's strategy is to continue to build on its position in the product data
management market with its PDM products. The Company intends to achieve this
goal by providing customers with pragmatic, adaptable solutions that can be put
into production quickly to meet customers' product development needs. This
strategy, also includes expanding its direct field sales and support
organizations as well as adding to its Value Added Reseller channel. It further
includes expanding its research and development organization and continuing to
announce and deliver new product releases.

      In line with this strategy, during fiscal 2001, the Company continued to
enhance the functionality of its core PDM technology with upgraded product
releases, additional applications and related products developed both internally
and in conjunction with other technology partners.

      During fiscal 2000, the Company discontinued its knowledge-based program
management solution, WTC OpCenter, which was first released in fiscal 1999. The
Company's focus since then has been redirected to its original core PDM
business.

Customers

WTC's products are used by more than 50,000 users at hundreds of customer sites
worldwide and have been implemented across a range of industries including
automotive, aerospace, defense, medical products, and telecommunications. WTC
customers include corporations such as 3Com Corporation; ABB Flexible
Automation; Alcatel USA; Arris Interactive; Eaton Corporation; General Electric
Company; Honeywell, Inc.; Millipore Corporation; Siemens Energy & Automation,
Inc.; U.S. Army; and Whirlpool Corporation.

Sales and Marketing

      The Company's sales organization is organized as a single group, which
also includes support for value-added resellers ("VARs"). This group consists of
regional sales representatives, pre-sales application engineers, and inside
sales representatives, and is focused on meeting the needs of, and expanding the
Company's opportunities within, its existing customer base, as well as with new
customers.

      The Company utilizes VARs to complement its direct sales force. These VARs
have vertical market expertise and are predominantly focused on providing
product development solutions to new and existing customers. As of March 31,
2001, the Company had five VARs located throughout North America.

      To support the sales process, the Company conducts marketing programs that
include trade shows and customer communications programs, often via its website
located at www.workgroup.com. The Company sponsors user groups and customer
advisory boards as a source of feedback about its customers' requirements.

                                      -5-
<PAGE>

      The Company does not believe that its revenue is materially impacted by
seasonality.

      As of March 31, 2001, the Company's sales and marketing organization
consisted of 16 people located in the Company's headquarters in Lexington,
Massachusetts and in locations throughout the United States.

Customer Support and Consulting

      The Company's customers utilize WTC ProductCenter in mission-critical
applications on which the success of the organization may depend. Therefore, a
high level of customer service, training and technical support is critical. The
Company's customer support organization provides support through telephone, the
worldwide web, electronic mail and fax communications. As of March 31, 2001, the
Company's customer support and consulting organization consisted of 17 people.
OEMs and some VARs offer first-level customer support to their end-user
customers and rely on the Company for any additional required support. The
Company receives fees for support and maintenance provided to these channel
partners. The Company offers consulting services, at a fee, to customers seeking
assistance in the implementation, use and expansion of the Company's products.

Product Development

      Since its inception, the Company has made substantial investments in
research and development. The Company believes its future success depends in
part upon its ability to enhance its existing products and to develop and
introduce products that address technological developments in the marketplace
and the increasingly sophisticated needs of its customers.

      While the Company expects that certain of its new products will be
developed internally, the Company may, based upon timing and cost
considerations, acquire technology and/or products from third parties.
Additionally, the Company has a partners program which provides the Company's
customers with various third-party developed applications that are complementary
to the Company's products.

      As of March 31, 2001, the Company's product development staff consisted of
19 employees. The Company's total expense for research and development in fiscal
1999, 2000 and 2001 was $6.7 million, $5.5 million and $4.1 million,
respectively.

Competition

      The PDM and product development markets are intensely competitive and are
subject to rapid change. The Company's competitors offer a variety of products
and services to address these markets. No company is currently the dominant
leader in the PDM market. However, the Company's WTC ProductCenter family of
products currently encounters direct competition from a number of public and
privately-held companies. In addition, the possible entrance of new competitors
may intensify competition in these markets. Vendors of relational database
management systems and enterprise resource planning systems, among others, may
compete with the Company in the future. Many of the Company's current and
possible future competitors have significantly greater financial, technical,
marketing and other resources than the Company, and many have well established
relationships with current and potential customers of the Company. It is also
possible that alliances among competitors may emerge and rapidly acquire
significant market share. The Company also expects that competition will
increase as a result of software industry consolidations. Increased competition
may result in price reductions, reduced gross margins and loss of market share,
any of which would materially adversely affect the Company's business, operating
results and financial condition.

      The Company believes that the principal competitive factors affecting its
market include product features and functionality, such as flexibility,
scalability, ease of integration, ease of implementation, ease of use, quality,
and performance; price and total cost of ownership; customer service and
support; company

                                      -6-
<PAGE>

reputation and financial viability; and effectiveness of sales and marketing
efforts. There can be no assurance that the Company will be able to maintain a
competitive position against current and potential competitors.

Proprietary Rights

     The Company primarily relies upon a combination of copyright, trademark and
trade secret laws, nondisclosure agreements and license agreements to establish
and protect proprietary rights in its products. The Company currently holds a
patent on certain technology contained in its now-discontinued WTC OpCenter
product. The source code for the Company's products is protected both as a trade
secret and as an unpublished copyrighted work. Despite these precautions, it may
be possible for a third party to copy or otherwise obtain and use the Company's
products or technology without authorization or to develop similar technology
independently. In addition, effective copyright and trade secret protection may
be unavailable or limited in certain foreign countries. The software development
industry is characterized by rapid technological change. Therefore, the Company
believes that factors such as the technological and creative skills of its
personnel, new product developments, frequent product enhancements, name
recognition and reliable product maintenance are more important to establishing
and maintaining a technology leadership position than the various legal
protections of its technology. The Company is not aware that any of its products
infringe upon the proprietary rights of third parties. There can be no
assurance, however, that third parties will not claim such infringement by the
Company or its licensors with respect to current or future products. The Company
expects that software product developers will increasingly be subject to such
claims as the number of products and competitors in the Company's market segment
grows and the functionality of products in different market segments overlaps.
Any such claims, with or without merit, could be time-consuming, result in
costly litigation, cause product shipment delays or might require the Company to
enter into royalty or licensing agreements. Such royalty or licensing
agreements, if required, may not be available on terms acceptable to the
Company.

WTC, the WTC logo, ProductCenter, myPDM, GenView and WebLink are trademarks of
the Company. All other trademarks and trade names referred to in this report are
the property of their respective owners.

Employees

     As of March 31, 2001, the Company employed 66 persons, including 19 product
development personnel, 14 sales personnel, 17 customer support, training and
consulting personnel, 14 finance and administration personnel and 2 marketing
personnel. None of the Company's employees is represented by a collective
bargaining arrangement, and the Company has experienced no work stoppages. The
Company considers its relations with its employees to be good.

     The Company's future success depends in large part on the ability to
continue to motivate and retain highly qualified employees, including management
personnel, and to attract and retain a significant number of additional
qualified personnel, including sales, product development and operations staff.
Competition for qualified personnel in the Company's industry is intense, and
many of the companies with which the Company competes for qualified personnel
have substantially greater financial and other resources than the Company.
Furthermore, competition for qualified personnel can be expected to become more
intense as competition in the Company's industry increases. There can be no
assurance that the Company will be able to recruit, retain and motivate a
sufficient number of qualified personnel to compete successfully. The loss of
any of the Company's senior management personnel or any material failure to
recruit, retain and motivate a sufficient number of qualified personnel could
have a material adverse effect on the Company.


ITEM 2.   PROPERTIES

     The Company's headquarters are located in approximately 29,000 square feet
of office space in Lexington, Massachusetts. This facility accommodates
research, marketing, sales, customer support and

                                      -7-
<PAGE>

corporate administration. The lease on this facility expires in September 2001.
The Company believes that its existing facilities are adequate for its current
needs and that, if necessary, alternate facilities are available for lease to
meet its future needs.

ITEM 3.   LEGAL PROCEEDINGS

     The Company is not a party to any litigation that it believes would have a
material impact on its business.


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

     During the fourth quarter of the year ended March 31, 2001, no matters were
submitted to a vote of security holders of the Company through the solicitation
of proxies or otherwise.



                                    PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
          SECURITY HOLDER MATTERS

     The Company's Common Stock trades on the Nasdaq SmallCap Market under the
symbol "WKGP". On December 21, 2000, the Company effected a one-for-four reverse
stock split of the Company's Common Stock. All references to the number of
common and per common share amounts have been restated to give retroactive
effect to the stock split for all periods presented. On May 23, 2001, the
closing price of the Company's Common Stock was $1.24 per share. As of May 23,
2001, there were approximately 100 holders of record of the Company's Common
Stock and at least 1,000 beneficial holders, based on information obtained from
the Company's transfer agent.

     The following table sets forth quarterly high and low prices of the Common
Stock for the indicated fiscal periods:

                                  Fiscal 2001             Fiscal 2000
                                High        Low         High       Low
                               ------      ------      ------     ------
        First Quarter          $ 8.38      $ 2.25      $ 8.24     $ 4.76
        Second Quarter           3.38        1.00        7.24       4.00
        Third Quarter            2.50        0.81       11.52       3.52
        Fourth Quarter           2.31        0.84       17.00       5.00

     The Company has never paid cash dividends on its Common Stock and currently
intends to retain earnings, if any, for use in its business. Any future
declaration and payment of dividends will be subject to applicable law and the
discretion of the Company's Board of Directors and will depend upon the
Company's results of operations, earnings, financial condition, contractual
limitations, cash requirements, future prospects and other factors deemed
relevant by the Company's Board of Directors. The Company does not anticipate
paying any cash dividends in the foreseeable future.

                                      -8-
<PAGE>

ITEM 6. SELECTED FINANCIAL DATA

     The selected financial data presented below are derived from the financial
statements of the Company, and should be read in conjunction with those
statements, which are included herein.

Five Year Summary of Selected Financial Data

                                       Fiscal Year Ended March 31,
                            2001      2000       1999       1998      1997
                          -------   --------   --------   --------   -------
                                 (in thousands, except per share data)
Statement of
  Operations Data:
Revenue                   $ 7,411   $  7,703   $  8,631   $  7,638   $10,439
Gross profit                4,204      4,059      5,069      4,465     7,969
Operating expenses          9,644     14,565     15,311     14,248    12,255
Loss from operations       (5,440)   (10,506)   (10,242)    (9,783)   (4,286)
Net loss                   (4,883)    (9,619)    (8,936)    (8,075    (2,407)

Basic and diluted net
  loss per common share   $ (2.52)  $  (4.80)  $  (4.28)  $  (3.93)  $ (1.20)
Weighted average basic
  and diluted shares
  outstanding               1,941      2,003      2,090      2,057     1,999


                                               March 31,
                            2001      2000       1999       1998      1997
                          -------   --------   --------   --------   -------
                                            (in thousands)
Balance Sheet Data:
Working capital           $ 4,052   $ 9,707    $ 18,789   $ 28,442   $ 36,555
Total assets                8,782    14,074      25,397     35,075     41,796
Total stockholders'
  equity                    5,136    10,403      20,114     30,039     37,927

                                      -9-
<PAGE>

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

     The following discussion and analysis of the financial condition and
results of operations of the Company should be read in conjunction with the
financial statements and related notes thereto.

Results of Operations

     The following table sets forth for the periods indicated, certain
consolidated financial data as a percentage of total revenue:

                                               Percentage of Total Revenue
                                         ---------------------------------------

                                                Fiscal Year Ended March 31
                                         ---------------------------------------
                                            2001           2000          1999
                                         ---------      ---------     ---------
     Revenue:
       Software licenses                     19.5 %         25.4 %        38.8 %
       Maintenance and services              80.5           74.6          61.2
                                         ---------      ---------     ---------
          Total revenue                     100.0          100.0         100.0

     Gross profit                            56.7           52.7          58.7

     Operating expenses:
       Selling and marketing                 42.9           74.5          79.9
       Research and development              55.4           71.7          77.1
       General and administrative            31.8           26.0          20.4
       Restructuring                            0           16.9             0
                                         ---------      ---------     ---------
          Total operating expenses          130.1          189.1         177.4

     Loss from operations                   (73.4)%       (136.4)%      (118.7)%


Fiscal 2001 Compared to Fiscal 2000

     Revenue. The Company's revenue consists of license fees for its WTC
ProductCenter and WTC OpCenter software products and fees for professional
services and software maintenance. The Company had total revenue of $7,411,000
in fiscal 2001 as compared to total revenue of $7,703,000 in fiscal 2000, a
decrease of $292,000 or 3.8%.

     Software license revenue decreased 26.0% in fiscal 2001 to $1,445,000 from
$1,954,000 in fiscal 2000. This revenue decrease resulted primarily from a
decline in the sales of the Application Server, Weblink Toolkit and Oracle
products into the Company's existing customer base.

     Maintenance and services revenue increased 3.8% in fiscal 2001 to
$5,966,000 from $5,749,000 in fiscal 2000. This increase resulted primarily from
higher maintenance revenue as a result of an increase in the customer
maintenance base and to a lesser extent, an increase in revenue from consulting
and training services.

     Cost of Revenue and Gross Profit. The Company's cost of software license
revenue consists primarily of royalties payable to third parties upon the
license of products as well as costs associated with media, packaging,
documentation and delivery of the Company's products. Gross profit associated
with software

                                     -10-
<PAGE>

license revenue for fiscal 2001 was $1,150,000 or 79.6% of software license
revenue versus $1,396,000 or 71.4% of software license revenue in fiscal 2000.
This decrease in gross profit is primarily the result of lower software license
revenue in fiscal 2001. In addition, gross profit was negatively affected by the
write-off of prepaid royalties of $288,000, related to the WTC OpCenter product
line in fiscal 2000.

     Cost of maintenance and services revenue consists primarily of personnel
and related costs for the Company's customer support and professional services
organizations. The Company's gross profit on maintenance and services revenue
increased to $3,054,000 in fiscal 2001 from $2,663,000 in fiscal 2000. As a
percentage of maintenance and services revenue, the gross margin increased to
51.2% in fiscal year 2001 from 46.3% in fiscal year 2000. This increase in gross
profit is due primarily to a favorable mix of maintenance revenue, which is a
significant contributor to margin, as compared to service revenue, for fiscal
2001 and a reduction in employee-related costs in the consulting organization,
due to the discontinuance of the WTC OpCenter product line during fiscal 2000.

     Selling and Marketing. The Company's products are distributed worldwide
through its direct sales organization as well as its strategic partners, which
include resellers and OEMs. Selling and marketing expenses decreased 44.6% in
fiscal 2001 to $3,179,000 from $5,736,000 in fiscal 2000. This decrease is
primarily the result of reduced headcount and related expenses in the sales and
marketing organizations, due to the discontinuance of WTC OpCenter product line
in fiscal 2000. Sales and marketing expenses related to the WTC OpCenter product
line were approximately $2,469,000 in fiscal 2000.

     Research and Development. Research and development expenses decreased
25.6% in fiscal 2001 to $4,106,000 from $5,520,000 in fiscal 2000. The decrease
in fiscal 2001 resulted primarily from reduced headcount and related expenses,
due to the discontinuance of WTC OpCenter product line in fiscal 2000. Research
and development expenses related to the WTC OpCenter product line were
approximately $1,812,000 in fiscal 2000. As a result of this expense decrease
and the lower revenue level of the Company, research and development expenses as
a percentage of revenue was 55.4% in fiscal 2001 versus 71.7% in fiscal 2000.

     General and Administrative. In fiscal 2001, general and administrative
expenses increased 17.6% to $2,359,000 from $2,006,000 in fiscal 2000. The
increase in general and administrative expenses in fiscal 2001 as compared to
fiscal 2000 is due to higher employee related and professional advisor costs. As
a percentage of revenue, general and administrative expenses increased to 31.8%
in fiscal 2001 from 26.0% in fiscal 2000.

     Restructuring. Restructuring expenses were $1,303,000 for the fiscal year
ended March 31, 2000. These costs are associated with the discontinuance of the
WTC OpCenter product line and the resulting restructuring of the Company which
occurred in the third quarter of fiscal 2000. These charges included severance
costs, costs related to discontinuing the WTC OpCenter product line, asset
disposition and write-down costs, and other restructuring costs. There were no
restructuring expenses in fiscal 2001. All amounts incurred under the
restructuring have been paid at March 31, 2001.

     Interest and Other Income. Interest and other income consists primarily of
interest earned on cash and cash equivalents. As a result of lower average cash
and cash equivalent balances during fiscal 2001, interest and other income
decreased 37.2% to $557,000 in fiscal 2001 from $887,000 in fiscal 2000.

Fiscal 2000 Compared to Fiscal 1999

     Revenue. The Company's revenue consists of license fees for its WTC
ProductCenter and WTC OpCenter software products and fees for professional
services and software maintenance. The Company had total revenue of $7,703,000
in fiscal 2000 as compared to total revenue of $8,631,000 in fiscal 1999, a
decrease of $928,000 or 10.8%.

                                     -11-
<PAGE>

     Software license revenue decreased 41.7% in fiscal 2000 to $1,954,000 from
$3,353,000 in fiscal 1999. This revenue decrease resulted primarily from a
decline in the sales of the Weblink and View/Markup products, which had a
significant contribution to revenue in 1999 due to the initial offering to the
customer base. Secondarily, this revenue decrease is also attributable to the
discontinuance in fiscal 2000 of the Company's knowledge-based program
management product, WTC OpCenter.

     Maintenance and services revenue increased 8.9% to $5,749,000 from
$5,278,000 in fiscal 1999. This increase resulted primarily from higher
maintenance revenue as a result of an increase in the customer maintenance base
and of a higher rate of maintenance contract renewals from such customers,
partially offset by a decrease in revenue from consulting services.

     Cost of Revenue and Gross Profit. The Company's cost of software license
revenue consists primarily of royalties payable to third parties upon the
license of products as well as costs associated with media, packaging,
documentation and delivery of the Company's products. Gross profit associated
with software license revenue for fiscal 2000 was $1,396,000 or 71.4% of
software license revenue versus $2,983,000 or 89.0% of software license revenue
in fiscal 1999. This decrease is primarily the result of lower software license
revenue and an increase in cost of revenue due to the write-off of prepaid
royalties related to the WTC OpCenter product line during fiscal 2000, and, to a
lesser extent, the mix of products sold during each of the periods which
required royalty payments to another party.

     Cost of maintenance and services revenue consists primarily of personnel
and related costs for the Company's customer support and professional services
organizations. The Company's gross profit on maintenance and services revenue
increased to $2,663,000 in fiscal 2000 from $2,086,000 in fiscal 1999. As a
percentage of maintenance and services revenue, the gross margin increased to
46.3% in fiscal year 2000 from 39.5% in fiscal year 1999. This increase in gross
profit is due primarily to a favorable mix of maintenance revenue, which is a
significant contributor to margin, for fiscal 2000 and, to a lesser extent, a
reduction in employee-related costs in the consulting organization, partially
offset by a reduction in consulting revenue.

     Selling and Marketing. The Company's products are distributed worldwide
through its direct sales organization as well as its strategic partners, which
include resellers and OEMs. Selling and marketing expenses decreased 16.8% in
fiscal 2000 to $5,736,000 from $6,895,000 in fiscal 1999. This decrease is
primarily the result of reduced headcount and related expenses in the sales
organization, partially offset by higher employee costs in the marketing
organization, and WTC OpCenter related costs for marketing programs and external
market research consultants in the first two quarters of fiscal 2000.

     Research and Development. Research and development expenses decreased
17.0% in fiscal 2000 to $5,520,000 from $6,654,000 in fiscal 1999. The decrease
in fiscal 2000 resulted primarily from reduced headcount and related expenses.
As a result of this expense decrease and the lower revenue level of the Company,
research and development expenses as a percentage of revenue was 71.7% in fiscal
2000 versus 77.1% in fiscal 1999.

     General and Administrative. In fiscal 2000, general and administrative
expenses increased 13.8% to $2,006,000 from $1,762,000 in fiscal 1999. The
increase in general and administrative expenses in fiscal 2000 as compared to
fiscal 1999 is due to higher employee related costs and costs associated with
the hiring of a new president. As a percentage of revenue, general and
administrative expenses increased to 26.0% in fiscal 2000 from 20.4% in fiscal
1999.

     Restructuring. Restructuring expenses were $1,303,000 for the fiscal year
ended March 31, 2000. These costs are associated with the discontinuance of the
WTC OpCenter product line and the resulting restructuring of the Company, which
occurred in the third quarter of fiscal 2000. These charges include

                                     -12-
<PAGE>

severance costs, costs related to discontinuing the WTC OpCenter product line,
asset disposition and write-down costs, and other restructuring costs.

     In October 1999, the Board of Directors authorized management actions that
resulted in the discontinuance of development and selling and marketing efforts
related to the WTC OpCenter product and the related restructuring of the
Company. The Company's actions resulted in the elimination of 33 positions, a
workforce reduction of approximately 35%, during the third quarter of fiscal
2000, of which six were from services, eleven from research and development,
fourteen from selling and marketing, and two from general and administrative.

     Revenue from the license of WTC OpCenter products and related professional
services and maintenance were immaterial for fiscal year 2000. The Company does
not expect to have any further revenue related to the WTC OpCenter product line.

     During fiscal 2000, the Company recorded restructuring charges of
$1,303,000 and charges of $288,000 for the write-off of prepaid royalties
associated with the WTC OpCenter product line. Charges applied or paid during
the fiscal year were approximately $1,582,000. At March 31, 2000 the Company had
an accrual for restructuring charges of $9,000 related to the pending closing of
its Germany-based subsidiary, Workgroup Technology GmbH, which is expected to be
paid during fiscal year 2001.

     The $1,591,000 of restructuring and other charges recorded in fiscal year
2000 include a write-off of prepaid third party royalties of $288,000 and an
asset write-down of $270,000, which are non-cash items. The remaining $1,033,000
of restructuring and other charges required, or will require, the use of cash.

     The restructuring charges were determined based on formal plans approved by
the Company's management using information available to it at the time. The
Company does not expect to record any additional amounts related to this
restructuring.

     The activity impacting the accrual for the discontinuance of the WTC
OpCenter product line and the related restructuring charges during fiscal year
2000 is summarized below:

--------------------------------------------------------------------------------
                             Charges                    Charges       Balance at
                             to Cost of   Charges to    Applied       March 31,
                             Revenue      Operations    or Paid       2000
--------------------------------------------------------------------------------
Workforce reductions         $       -    $  618,000    $  618,000    $    -
--------------------------------------------------------------------------------
WTC OpCenter contract
  settlements                        -       280,000       280,000           -
--------------------------------------------------------------------------------
Third-party royalty costs      288,000             -       288,000           -
--------------------------------------------------------------------------------
Asset write-downs                    -       270,000       270,000           -
--------------------------------------------------------------------------------
Other restructuring costs            -       135,000       126,000       9,000
--------------------------------------------------------------------------------
Totals                       $ 288,000    $1,303,000    $1,582,000      $9,000
--------------------------------------------------------------------------------

     Interest and Other Income. Interest and other income consists primarily of
interest earned on cash and cash equivalents and other income. As a result of
lower average cash and cash equivalent balances during fiscal 2000, interest and
other income decreased 32.1% to $887,000 in fiscal 2000 from $1,306,000 in
fiscal 1999.

Liquidity, Capital Resources and Market Risks

     Cash and cash equivalents at March 31, 2001 decreased $5,387,000 to
$7,019,000 from $12,406,000 at March 31, 2000. This decrease results primarily
from cash used for operating activities of $3,984,000, stock repurchases of
$392,000 and capital expenditures of $1,019,000 in fiscal 2001.

                                     -13-
<PAGE>

     In October 1998, May 1999 and May 2000, the Board of Directors authorized
the repurchase, at management's discretion, of up to 125,000, 62,500 and 250,000
shares, respectively, of the Company's outstanding common stock, to be purchased
from time-to-time on the open market at prevailing prices. At March 31, 2001,
the Company had repurchased approximately 329,000 of the 437,500 shares
authorized. Subsequent to March 31, 2001 and as of May 23, 2001, 1,000
additional shares have been repurchased.

     The Company believes its existing cash and cash equivalent balances will be
sufficient to meet its cash requirements, including treasury stock transactions,
for at least the next fiscal year.

     During fiscal 2001, the Company did not own any derivative financial
instruments. The Company holds no investment securities nor has it issued any
debt obligations which would require disclosure of market risk. Currently, the
Company does not engage in foreign currency hedging activities.

     To date, neither foreign currency exposure nor inflation has had a material
impact on the Company's financial results.

Certain Factors That May Affect Future Results

     The Company does not provide forecasts of its future financial performance.
However, from time-to-time information provided by the Company or statements
made by its employees may contain "forward-looking" information that involves
risks and uncertainties. In particular, statements contained in filings with the
Securities and Exchange Commission (including this Form 10-K), press releases
and oral statements which are not historical facts constitute forward-looking
statements and are made under the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. The Company's actual results of
operations and financial condition have varied and may in the future vary
significantly from those stated in any forward-looking statements and there can
be no assurance that the results set forth in those statements will be achieved.

     In June of 2000 the Company received notice from The Nasdaq Stock Market,
Inc. that it was subject to delisting by the Nasdaq National Market on September
14, 2000, unless anytime before September 12, 2000 the bid price of the
Company's common stock was at least $1.00 for a minimum of ten (10) consecutive
trading days. Additionally, in August of 2000 the Company received a second
notice from The Nasdaq Stock Market, Inc. that it was subject to delisting by
the Nasdaq National Market on November 3, 2000, unless anytime before November
1, 2000 the minimum market value of public float of the Company's common stock
was at least $5,000,000 for a minimum of ten (10) consecutive trading days. On
September 13, 2000, the Company announced that it had appealed the Nasdaq
Delisting Notice; and that, as part of its plan to regain compliance with Nasdaq
listing requirements and subject to Nasdaq and shareholder approval, the Board
of Directors had authorized a one-for-four reverse split of outstanding shares
of common stock and had scheduled a special shareholders meeting on December 20,
2000 for shareholders of record as of November 9, 2000 to vote on these matters.
On October 12, 2000 the Company presented to the Nasdaq Listing Qualifications
Panel its plan to regain compliance for continued listing on The Nasdaq National
Market, or alternatively, to be allowed to maintain a listing on The Nasdaq
SmallCap Market. On October 25, 2000 the Company received notice from the Nasdaq
Listing Qualifications Panel that the listing of the Company's securities would
be transferred from the Nasdaq National Market to The Nasdaq SmallCap Market
effective with the open of business on October 30, 2000. Accordingly, on October
30, 2000, the Company's securities started trading on The Nasdaq SmallCap Market
and the Company's trading symbol was changed to WKGPC, signifying a conditional
listing on The Nasdaq SmallCap Market. After approval at a Special Meeting of
Stockholders on December 20, 2000, the Company effected a one-for-four reverse
stock split on December 21, 2000. As of that date, the Company's trading symbol
was changed to WKGCD, signifying not only the conditional listing, but also
designating that these securities were the new one-for-four reverse split
securities.

                                     -14-
<PAGE>

     In January of 2001 the Company received notice from The Nasdaq Stock
Market, Inc. that it had met the terms of the exception granted by the Nasdaq
Listing Qualifications Panel when WTC's listing was transferred from the Nasdaq
National Market to The Nasdaq SmallCap Market on October 30, 2000. Accordingly,
effective January 12, 2001, the Company's trading symbol was changed from WKGCD
back to WKGP, which was its original Nasdaq trading symbol.

     There can be no assurance that the Company's common stock will remain
listed on The Nasdaq SmallCap Market. Delisting of the common stock could have
an adverse effect on the market price of, and the efficiency of the trading
market for, the Company's common stock. Also, if in the future the Company
determines that it needs to seek additional equity capital, it could have an
adverse effect on its ability to raise capital in the public equity markets.

     The Company's future results are subject to substantial risks and
uncertainties. Because the Company derives a substantial portion of its revenue
from software license fees, the Company's quarterly and annual operating results
are sensitive to the size, timing and shipment of individual orders, customer
order deferrals in anticipation of new products or the lengthening of the sales
cycle either generally or with respect to individual customers. In addition, the
Company's growth is dependent on achieving broader market acceptance of its
products, the growth of the product data management market and the ability of
the Company to introduce enhancements and additional integrations to its
products in a timely manner to meet the evolving needs of its customers. The
Company also relies on certain intellectual property protections to preserve its
intellectual property rights. Any invalidation of the Company's intellectual
property rights or lengthy and expensive defense of those rights could have a
material adverse effect on the Company. The segment of the software industry in
which the Company is engaged is extremely competitive. Certain current and
potential competitors of the Company are more established and benefit from
greater market recognition and have substantially greater financial, development
and marketing resources than the Company.

     The Company's quarterly and annual operating results are impacted by a
variety of factors that could materially adversely affect revenues and
profitability, including the timing and shipment of enhancements to the
Company's products and changes or anticipated changes in economic conditions.
Because the Company's operating expenses are relatively fixed, an unanticipated
shortfall in revenue in a quarter may have an adverse impact on the Company's
results of operations for that quarter. As a result of the foregoing and other
factors, the Company may experience material fluctuations in future operating
results on a quarterly or annual basis which could materially and adversely
affect its business, financial condition and stock price.

ITEM 8.         FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     Financial statements and supplementary data are included herein and are
indexed under Item 14 (a) (1) - (2).

ITEM 9.         CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
                FINANCIAL DISCLOSURE

     There have been no changes in or disagreements with accountants on
accounting or financial disclosure matters in the last two years.

                                     -15-
<PAGE>

                                    PART III

ITEM 10.        DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The information required by this item may be found under the sections
captioned "Election of Directors", "Occupations of Directors and Executive
Officers" and "Section 16 Reporting" in the Company's Proxy Statement (the "2001
Proxy Statement") for the Company's Annual Meeting of Stockholders to be held on
July 27, 2001, and is incorporated herein by reference. The 2001 Proxy Statement
will be filed with the Securities and Exchange Commission not later than 120
days after the close of the Company's year ended March 31, 2001.

ITEM 11.        EXECUTIVE COMPENSATION

     The information required by this item may be found under the section
captioned "Compensation and Other Information Concerning Directors and Officers"
in the 2001 Proxy Statement, and is incorporated herein by reference.

ITEM 12.        SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                MANAGEMENT

     The information required by this item may be found under the section
captioned "Management and Principal Holders of Voting Securities" in the 2001
Proxy Statement, and is incorporated herein by reference.

ITEM 13.        CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information required by this item may be found under the section
captioned "Certain Transactions" in the 2001 Proxy Statement, and is
incorporated herein by reference.



                                     PART IV

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

     (a)(1)     Financial Statements.

     The following financial statements are filed as part of this report:

                                                                            Page
                                                                            ----

Report of Independent Accountants.... .......................................F-1

Consolidated Balance Sheets at March 31, 2001 and 2000.......................F-2

Consolidated Statements of Operations for the years
  ended March 31, 2001, 2000 and 1999........................................F-3

Consolidated Statements of Stockholders' Equity for
  the years ended March 31, 2001, 2000 and 1999..............................F-4

                                     -16-
<PAGE>

Consolidated Statements of Cash Flows for the years ended
  March 31, 2001, 2000 and 1999.............................................F-5

Notes to Consolidated Financial Statements..................................F-6

Selected Quarterly Financial Data...........................................F-11

     (a)(2)   Financial Statement Schedules:

     All schedules for which provisions made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable, and therefore have been omitted.

     (a)(3)  List of Exhibits.

     The following exhibits are filed as part of and incorporated by reference
into, this Annual Report on Form 10-K:

Exhibit
Number    Description
-------   -----------
3.1(8)    Second Amended and Restated Certificate of Incorporation of the
          Company
3.2(1)    Amended and Restated By-Laws of the Company
4.1(1)    Specimen certificate representing the Common Stock
10.1(1)   1996 Stock Plan
10.2(2)   Form of Incentive Stock Option Agreement under the 1996 Stock Plan
10.3(2)   Form of Non-Qualified Stock Option Agreement under the 1996 Stock Plan
10.4(1)   1996 Employee Stock Purchase Plan
10.5(2)   1996 Employee Stock Purchase Plan Enrollment Authorization Form
10.6(7)   Amended and Restated 1996 Non-Employee Director Stock Option Plan
10.7(2)   Form of Non-Qualified Stock Option Agreement under the 1996
          Non-Employee Director Stock Option Plan of the Registrant
10.8(1)   Registration Rights Agreement between the Company and the Preferred
          Stockholders, James Carney and James Simmons, as amended as of
          November 27, 1995
10.9(3)   Master Lease Agreement between the Company and Mortimer B. Zuckerman
          and Edward H. Linde, Trustees of 91 Hartwell Avenue Trust dated
          July 30, 1996
10.10(1)  Form of Executive Management Incentive Compensation Plan of the
          Company
10.11(1)  Form of Non-Competition Agreement between the Company, its executive
          officers and founders
10.13(4)  Employment Agreement between the Company and John P. McDonough
10.14(5)  Form of Severance Agreement between the Company and certain executive
          officers
10.15*    Employment Agreement between the Company and Patrick H. Kareiva
21.1(5)   Subsidiaries of the Company
23.1*     Consent of Independent Accountants (PricewaterhouseCoopers LLP)
24.1*     Power of Attorney (see page 19)
__________________
(1) Incorporated herein by reference to the exhibits to the Company's
    Registration Statement on Form S-1 (File No. 333-00810).
(2) Incorporated herein by reference to the Company's Annual Report on
    Form 10-K for the fiscal year ended March 31, 1996.
(3) Incorporated herein by reference to the Company's Annual Report on
    Form 10-K for the fiscal year ended March 31, 1997.
(4) Incorporated herein by reference to the Company's Annual Report on
    Form 10-K for the fiscal year ended March 31, 1998.

                                     -17-
<PAGE>

    (5)   Incorporated herein by reference to the Company's Annual Report on
          Form 10-K for the fiscal year ended March 31, 1999.
    (6)   Incorporated herein by reference to the Company's Annual Report on
          Form 10-K for the fiscal year ended March 31, 2000.
    (7)   Incorporated herein by reference to the Company's Quarterly Report
          on Form 10-Q for the fiscal quarter ended June 30, 2000, filed as
          Exhibit 10.17.
    (8)   Incorporated herein by reference to the Company's Quarterly Report
          on Form 10-Q for the fiscal quarter ended December 31, 2000.
     *    Filed herewith.


   (b)       Reports On Form 8-K.

   There were no reports on Form 8-K filed by the Company for the quarter ended
   March 31, 2001.

   (c)       Exhibits.

   The Company hereby files as part of this Annual Report on Form 10-K the
exhibits listed in Item 14(a)(3) set forth above.

                                     -18-
<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.


                                                WORKGROUP TECHNOLOGY CORPORATION


Date:  May 31, 2001                             By: /s/ Patrick H. Kareiva
                                                   -----------------------------
                                                    Patrick H. Kareiva
                                                    President, Chief Executive
                                                    Officer, Chief Financial
                                                    Officer, Director, Treasurer
                                                    and Secretary


                       POWER OF ATTORNEY AND SIGNATURES

     We, the undersigned officer and directors of Workgroup Technology
Corporation, hereby severally constitute and appoint Patrick H. Kareiva our true
and lawful attorney, with the power to sign for us and in our names in the
capacities indicated below, any amendments to this Report on Form 10-K, and
generally to do all things in our names and on our behalf in such capacities to
enable Workgroup Technology Corporation to comply with the provisions of the
Securities Exchange Act of 1934, as amended, and all the requirements of the
Securities and Exchange Commission.

     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, in the capacities indicated, on the 31st day of May, 2001.


               Signature                                 Title(s)
               ---------                                 --------

/s/ Patrick H. Kareiva                          President, Chief Executive
-------------------------------------------     Officer, Chief Financial
Patrick H. Kareiva                              Officer, Director, Chairman of
                                                the Board, Treasurer and
                                                Secretary (Principal Executive
                                                Officer)



/s/ Douglas A. Catalano                         Director
-------------------------------------------
Douglas A. Catalano


/s/ James M. McConnell                          Director
-------------------------------------------
James M. McConnell

                                     -19-
<PAGE>

                       REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders of
Workgroup Technology Corporation:

     In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of operations, stockholders' equity and cash
flows present fairly, in all material respects, the financial position of
Workgroup Technology Corporation and its subsidiary (the "Company") at March 31,
2001 and 2000, and the results of their operations and their cash flows for each
of the three years in the period ended March 31, 2001 in conformity with
accounting principles generally accepted in the United States of America. These
financial statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States of America, which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.



PricewaterhouseCoopers LLP

Boston, Massachusetts
April 18, 2001

                                      F-1
<PAGE>

                       WORKGROUP TECHNOLOGY CORPORATION

                          CONSOLIDATED BALANCE SHEETS
                            March 31, 2001 and 2000
                            (dollars in thousands)

                                                         2001            2000
                                                         ----            ----
ASSETS
Current assets:
  Cash and cash equivalents                          $  7,019       $  12,406
  Accounts receivable (net of allowance of
      $50 in 2001 and $60 in 2000)                        556             763
  Prepaid expenses and other current assets               123             209
                                                        ------         -------

        Total current assets                            7,698          13,378

  Property and equipment, net                           1,084             696
                                                      --------       ---------
        Total assets                                 $  8,782       $  14,074
                                                      ========       =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                        756       $      53
  Accrued expenses                                        549             989
  Accrued vacation                                         43              83
  Accrued royalties                                        51              50
  Deferred revenue                                      2,247           2,496
                                                      --------       ---------

        Total current liabilities                       3,646           3,671

Commitments (Note G)

Stockholders' equity:
  Preferred stock, $.01 par value; 1,000,000 shares
    authorized; no shares issued or outstanding at
    March 31, 2001 and 2000                                  -               -
  Common stock, $.01 par value; 30,000,000 shares
    authorized; 2,173,825 and 2,167,659 shares issued
    at March 31, 2001 and 2000, respectively                22              22
 Additional paid-in capital                             44,479          44,471
 Treasury stock, at cost; 329,204 shares at March 31,
    2001 and 150,054 shares at March 31, 2000           (1,753)         (1,361)
 Accumulated deficit                                   (37,612)        (32,729)
                                                       --------       ---------

        Total stockholders' equity                       5,136          10,403
                                                       --------       ---------
          Total liabilities and stockholders' equity  $  8,782       $  14,074
                                                       ========       =========

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

                                      F-2
<PAGE>

                       WORKGROUP TECHNOLOGY CORPORATION

                     CONSOLIDATED STATEMENTS OF OPERATIONS
           for the fiscal years ended March 31, 2001, 2000 and 1999
                     (in thousands, except per share data)


                                               2001        2000        1999
                                               ----        ----        ----
Revenue:
   Software licenses                       $  1,445    $  1,954    $  3,353
   Maintenance and services                   5,966       5,749       5,278
                                            --------    --------    --------

          Total revenue                       7,411       7,703       8,631

Cost of revenue:
   Cost of software licenses                    295         558         370
   Cost of maintenance and services           2,912       3,086       3,192
                                            --------    --------    --------

          Total cost of revenue               3,207       3,644       3,562
                                            --------    --------    --------

   Gross profit                               4,204       4,059       5,069

Operating expenses:
   Selling and marketing                      3,179       5,736       6,895
   Research and development                   4,106       5,520       6,654
   General and administrative                 2,359       2,006       1,762
   Restructuring                                  -       1,303           -
                                            --------    --------    --------

          Total operating expenses            9,644      14,565      15,311
                                            --------    --------    --------

Loss from operations                         (5,440)    (10,506)    (10,242)

Interest and other income                       557         887       1,306
                                            --------    --------    --------

Net loss                                   $ (4,883)   $ (9,619)   $ (8,936)
                                            ========    ========    ========

Basic and diluted net loss
  per common share                         $  (2.52)   $  (4.80)   $  (4.28)
Weighted average basic and diluted
  shares outstanding                          1,941       2,003       2,090


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

                                      F-3

<PAGE>

                       WORKGROUP TECHNOLOGY CORPORATION

                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
               for the years ended March 31, 2001, 2000 and 1999
                                (in thousands)
<TABLE>
<CAPTION>
                                                              Accumu-
                                                              lated
                                                              Other
                               Treasury      Addi-            Compre-            Total
             Common Stock       Stock       tional   Accumu-  hensive  Compre-   Stock-
             -------------  -------------   Paid-In   lated   Income   hensive  holders'
             Shares Amount  Shares Amount   Capital  Deficit  (Loss)    Loss     Equity
             --------------------------------------------------------------------------
<S>          <C>    <C>     <C>    <C>      <C>      <C>      <C>      <C>      <C>
Balance at
 March 31,
 1998         2,092  $21                   $ 44,205 $(14,174) $(13)             $30,039
  Sale of
   stock
   under
   stock
   plans         36                             184                                  184
  Repurchase
   of common
   stock                    (122)   $(1,155)                                      (1,155)
Comprehensive
 loss:
  Net loss                                             (8,936)         $(8,936)   (8,936)
  Foreign
   currency
   translation
   adjustment                                                   (18)       (18)      (18)
                                                                        -------
  Compre-
   hensive
   loss                                                                 (8,954)
--------------------------------------------------------------------    -------   ------
Balance at
 March 31,
 1999         2,128   21    (122)    (1,155) 44,389   (23,110)  (31)              20,114
--------------------------------------------------------------------              ------
  Sale of
   stock
   under
   stock
   plans         40    1                         82                                   83
  Repurchase
   of common
   stock                     (28)      (206)                                        (206)
  Comprehensive
   loss:
    Net loss                                           (9,619)          (9,619)   (9,619)
    Foreign
     currency
     translation
     adjustment                                                $ 31                   31
                                                                        -------
    Compre-
     hensive
     loss                                                               (9,619)
-------------------------------------------------------------------     -------   ------
Balance at
 March 31,
 2000         2,168   22    (150)    (1,361) 44,471   (32,729)    -               10,403
-------------------------------------------------------------------               ------
  Sale of
   stock
   under
   stock
   plans          6                               8                                    8
  Repurchase
   of common
   stock                    (179)      (392)                                        (392)
  Compre-
   hensive
   loss:
    Net loss                                           (4,883)          (4,883)   (4,883)
                                                                        -------
    Compre-
     hensive
     loss                                                              $(4,883)
-------------------------------------------------------------------    ========  -------
Balance at
 March 31,
 2001         2,174  $22    (329) $(1,753)  $44,479  $(37,612)    -              $ 5,136
===================================================================              =======
</TABLE>
   The accompanying notes are an integral part of the financial statements.

                                      F-4
<PAGE>

                       WORKGROUP TECHNOLOGY CORPORATION

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
           for the fiscal years ended March 31, 2001, 2000 and 1999
                            (dollars in thousands)

                                               2001        2000        1999
                                               ----        ----        ----
Cash flows from operating activities:
   Net loss                                 $ (4,883)   $ (9,619)   $ (8,936)
   Adjustments to reconcile net loss
     to net cash used in operating
     activities: Depreciation and
     amortization                                609         791         944
     Provision for doubtful accounts             (10)         (4)          -
     Loss on disposal of assets                   22         278          16
     Changes in operating assets and
         liabilities:
       Accounts receivable                       217       1,076        (338)
       Prepaid expenses and other current
            assets                                86         (16)         15
       Other assets                                -           1          16
       Accounts payable                          703        (540)       (438)
       Accrued expenses                         (440)       (593)       (171)
       Accrued vacation                          (40)       (175)         29
       Accrued royalties                           1        (291)        202
       Deferred revenue                         (249)        (13)        625
                                             --------    --------    --------

       Net cash used in operating activities  (3,984)     (9,105)     (8,036)

Cash flows from investing activities:
   Purchases of property and equipment        (1,019)       (447)       (704)

Cash flows from financing activities:
   Proceeds from issuance of common stock          8          83         184
   Payments for common stock repurchases        (392)       (206)     (1,155)
                                              --------    --------    --------
       Net cash used in financing activities    (384)       (123)       (971)

Effect of exchange rate changes on cash            -          31         (18)
                                              --------    --------    --------
Net decrease in cash and cash equivalents     (5,387)     (9,644)     (9,729)
Cash and cash equivalents, beginning of year  12,406      22,050      31,779
                                             --------    --------    --------

Cash and cash equivalents, end of year      $  7,019    $ 12,406    $ 22,050
                                            ========    ========    ========
Supplemental cash flow information:
   Interest paid                            $      2    $      3    $      2
   Income taxes paid                        $      2    $      7    $     21

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

                                      F-5
<PAGE>

                       WORKGROUP TECHNOLOGY CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


A.  Nature of the Business
    ----------------------

    Workgroup Technology Corporation (the "Company"), incorporated on May 11,
    1992, provides collaborative product data management solutions through its
    WTC ProductCenter family of products. The Company's products and services
    provide product development organizations with product content management
    and process automation to optimize the product development process
    throughout the extended enterprise, including customers, partners and the
    supply chain.

    The Company has generated continued losses from operations which has reduced
    its cash balances. Management has the intent and ability to manage
    expenditures commensurate with the level of sales expected in fiscal 2002 to
    ensure adequate cash balances through fiscal 2002.

B.  Summary of Significant Accounting Policies
    ------------------------------------------

    Principles of Consolidation
    The consolidated financial statements include the accounts of the Company
    and its wholly-owned subsidiary. All significant intercompany transactions
    and balances have been eliminated.

    Revenue Recognition
    The Company's standard end user license agreement for the Company's products
    provides for an initial fee to use the product in perpetuity up to a maximum
    number of users. Fees from licenses are recognized as revenue upon contract
    execution, provided all shipment obligations have been met, fees are fixed
    or determinable, and collection is probable. Payments received in advance
    for services, development or product are initially recorded as deferred
    revenue. Revenue from training and consulting is recognized as the services
    are performed. Maintenance and support revenue is recognized ratably over
    the contract term, typically one year.

    Foreign Currency Translation
    The functional currency of the Company's foreign subsidiary is the local
    currency. Assets and liabilities are translated into U.S. dollars at the
    exchange rates in effect at the balance sheet date and income and expense
    items are translated at the average rates for the period. The effect of such
    translations are included in net earnings for the years ended March 31, 2001
    and 2000, but were excluded from net earnings and accumulated as a separate
    component of stockholders' equity for the year ended March 31, 1999.
    Transaction gains and losses from foreign currency transactions have not
    been material to date.

    Cash Equivalents
    Cash equivalents consist of commercial paper and money market mutual funds
    with remaining maturities at acquisition of three months or less and are
    carried at cost plus accrued interest which approximates market value.

    The Company has approximately $155,000 of restricted cash included in the
    March 31, 2001 and 2000 cash balances. This restricted cash serves as
    collateral for a letter of credit obtained in fiscal year 1997 related to
    the Company's property lease.

    Property and Equipment
    Property and equipment are stated at cost. Depreciation is provided under
    the straight-line method based upon the following estimated useful lives:

       Asset Classification                  Estimated Useful Life
       --------------------                  ---------------------
       Computer software                     2 or 3 years
       Furniture and fixtures                3 years
       Equipment                             2 or 3 years
       Leasehold improvements                Estimated useful life of the asset
         and equipment under                   or term of the lease, whichever
         capital leases                        is shorter

    Major replacements of, or improvements to, property and equipment are
    capitalized. Minor replacements, repairs and maintenance are charged to
    expense as incurred. Upon retirement or sale, the cost of the assets
    disposed and the related accumulated depreciation are removed from the
    accounts and any resulting gain or loss is recorded in operations.

    Research and Development Costs
    Research and development costs are charged to operations as incurred. The
    Company capitalizes eligible software costs incurred after technological
    feasibility of the product has been established. The Company believes it has
    achieved technological feasibility when the working model has been
    established, which is typically demonstrated by beta shipment. Qualifying
    capitalized costs for the years ended March 31, 2001, 2000 and 1999 have
    been immaterial and, therefore, the Company has not capitalized such costs.

    Royalty Expense
    Royalty expense with respect to sales of product under royalty agreements is
    recorded as cost when the revenue is recognized.

    Income Taxes
    The Company uses the asset and liability approach in its method of
    accounting for income taxes which requires the recognition of deferred tax
    liabilities and assets for expected

                                      F-6
<PAGE>

    future tax consequences of temporary differences between the carrying
    amounts and the tax basis of assets and liabilities. A valuation allowance
    against deferred tax assets is recorded if, based upon weighted available
    evidence, it is more likely than not that some or all of the deferred tax
    assets will not be realized.

    Basic and Diluted Net Loss Per Common Share
    The Company's basic net loss per common share is computed by dividing net
    loss by the weighted average number of shares of common stock outstanding
    and diluted net loss per common share is based on the same computation and
    includes dilutive potential common shares. Potential common shares include
    shares issuable upon the exercise of stock options or warrants, net of
    shares assumed to have been purchased by the Company with the related
    proceeds. Potential common shares, which consisted only of stock options,
    were antidilutive for fiscal years 2001, 2000 and 1999 and therefore the
    basic and diluted net loss per common share were the same for those periods.

    The following table sets forth for the periods indicated, the options to
    purchase shares of the Company's common stock:

                                 March 31,
                       -----------------------------
                       2001       2000      1999
                       --------   --------  --------
    Number of shares    496,000    139,000   499,000
    Weighted average
     exercise price    $   5.01   $  12.50  $  14.60

    Comprehensive Income
    The Company follows Statement of Financial Accounting Standard ("SFAS") No.
    130 "Reporting Comprehensive Income", which requires that changes in
    comprehensive income be shown in a financial statement that is displayed
    with the same prominence as other financial statements. The Company has
    presented accumulated other comprehensive loss and comprehensive loss on the
    Consolidated Statements of Stockholders' Equity in accordance with this
    standard.

    Risks and Uncertainties
    The preparation of financial statements in conformity with generally
    accepted accounting principles requires management to make estimates and
    assumptions that affect the reported amounts of assets and liabilities and
    disclosures of contingent assets and liabilities at the date of the
    financial statements and the reported amounts of revenues and expenses
    during the reporting period. Actual results could differ from those
    estimates and would impact future results of operations and cash flows.

    The Company invests its cash primarily in commercial paper and money market
    mutual funds with a large commercial bank. The Company has not experienced
    any losses to date on its invested cash.

    The Company sells its product to a wide variety of customers in a variety of
    industries. The Company performs ongoing credit evaluations of its customers
    but does not require collateral or other security to support customer
    receivables. The Company believes any credit losses will not be material.
    The Company recorded write-offs of accounts receivable in fiscal years 2001,
    2000 and 1999 of $1,000, $144,000 and $2,000, respectively.

C.  Property and Equipment
    ----------------------

    Property and equipment consisted of the following:

    (in thousands)                                       March 31,
                                                   -------------------
                                                    2001         2000
                                                   ---------   -------
       Computer software                             $   424   $   529
       Furniture and fixtures                            128       127
       Equipment                                       1,744     1,647
       Leasehold improvements                            166       166
                                                     -------   -------
                                                       2,462     2,469
       Less accumulated
        depreciation and amortization                 (1,378)   (1,773)
                                                     -------   -------
                                                     $ 1,084   $   696
                                                     =======   =======

D.  Stockholders' Equity
    --------------------

    Reverse Stock Split
    On December 21, 2000, the Company effected a one-for-four reverse stock
    split of the Company's Common Stock. All references to the number of common
    and per common share amounts have been restated to give retroactive effect
    to the stock split for all periods presented.

    Preferred Stock
    The Board of Directors was authorized upon the closing of the Initial Public
    Offering, subject to certain limitations prescribed by law, without further
    stockholder approval, to issue from time-to-time up to an aggregate of
    1,000,000 shares of preferred stock in one or more series and to fix or
    alter the designations, preferences, rights and any qualifications,
    limitations or restrictions of the shares of each such series thereof,
    including the dividend rights, dividend rates, conversion rights, voting
    rights, terms of redemption (including sinking fund provisions), redemption
    price or prices, liquidation preferences and the number of shares
    constituting any series or designation of such series.

    Treasury Stock
    In October 1998, May 1999 and May 2000, the Board of Directors authorized
    the repurchase, at management's discretion, of up to 125,000, 62,500 and
    250,000 shares, respectively, of the Company's outstanding common stock, to

                                      F-7
<PAGE>

    be purchased from time-to-time on the open market at prevailing prices. The
    Company's repurchases of shares of Common Stock are recorded as Treasury
    Stock and result in a reduction of Stockholders' Equity. At March 31, 2001,
    the Company had repurchased approximately 329,000 of the 437,500 shares
    authorized.

    Stock Option Plans
    The 1992 and 1996 Stock Option Plans provide for the granting of incentive
    stock options to employees to purchase common stock at not less than the
    fair market value per share of common stock on the date of the grant. The
    Plans also provide for the granting of nonqualified stock options, stock
    awards and purchase rights to employees, consultants, directors and officers
    of the Company. The options generally become exercisable ratably over four
    or five years from the date of grant and expire ten years from the date of
    grant. In January 1996, the Board of Directors terminated the granting of
    options under the 1992 Plan. The 1996 Plan provides for the granting of
    options to purchase a maximum of 750,000 shares of Common Stock of the
    Company to eligible employees. At March 31, 2001, 285,336 shares were
    available for grant under the 1996 Plan.

    The Company's Amended and Restated 1996 Non-Employee Director Stock Option
    Plan (the "Director Option Plan") provides for the granting of options to
    purchase a maximum of 75,000 shares of Common Stock of the Company to non-
    employee directors. Under the Director Option Plan, each non-employee
    director elected or appointed on or after June 1, 2001 shall receive an
    option to purchase 12,000 shares of the Company's Common Stock upon the
    later of (i) the date on which the stockholders of the Company approve the
    amendment and restates the Director Option Plan or (ii) the date such person
    is first elected to the Board. Each person who is a member of the Board who
    is a Non-Employee Director on the date upon which his most recently granted
    option to purchase shares of Common Stock becomes fully vested shall be
    automatically granted on each such date an option to purchase 12,000 shares
    of the Common Stock. All options granted under the Director Option Plan vest
    in twelve equal quarterly installments beginning three months from the date
    of grant. All options granted under the Director Option Plan will have an
    exercise price equal to the fair market value of the Common Stock on the
    date of grant. The term of each option will be for a period of ten years
    from the date of grant. At March 31, 2001, 51,000 shares were available for
    grant under the Director Option Plan.

    The following is a summary of the Company's stock option plans as of March
    31, 1999, 2000 and 2001 and changes during the years ending on those dates:
    (in thousands, except per share amounts)

                                                                  Weighted
                                                   Number          Average
                                                 of Shares     Exercise Price
                                                 ----------    --------------

    Options outstanding
      at March 31, 1998                                432           15.80
     Granted                                           196           12.44
     Exercised                                         (29)           1.68
     Canceled                                         (100)          19.16
                                                      ----
    Options outstanding
      at March 31, 1999                                499           14.60
     Granted                                           107            5.96
     Exercised                                         (32)           1.40
     Canceled                                         (435)          14.12
                                                      ----
    Options outstanding
      at March 31, 2000                                139           12.50
     Granted                                           487            3.87
     Exercised                                          (3)           0.86
     Canceled                                         (127)           8.94
                                                      ----
    Options outstanding
      at March 31, 2001                                496          $ 5.01

                                                                 Weighted
                                                   Number         Average
                                                 of Shares     Exercise Price
                                                 ---------     --------------
    Price range $0.60 - $2.00
      (remaining contractual life of 9.0 years)
     Outstanding                                        86          $ 1.43
     Exercisable                                         5            1.10
    Price range $2.13 - $3.75
      (remaining contractual life of 9.4 years)
     Outstanding                                        71            2.49
     Exercisable                                         4            2.28
    Price range $4.13 - $6.00
      (remaining contractual life of 9.0 years)
     Outstanding                                       269            4.92
     Exercisable                                        71            4.94
    Price range $6.25 - $16.00
      (remaining contractual life of 7.7 years)
     Outstanding                                        50            9.48
     Exercisable                                        22           10.98
    Price range $16.25 - $103.00
      (remaining contractual life of 5.8 years)
     Outstanding                                        20           19.78
     Exercisable                                        17           19.88

    Options exercisable, March 31
      1999                                             154           14.88
      2000                                              62           16.25
      2001                                             119            7.96

                                      F-8
<PAGE>


    SFAS No. 123 "Accounting for Stock-Based Compensation" requires that
    companies either recognize compensation expense for grants of stock, stock
    options and other equity instruments based on fair value or provide a pro
    forma basis disclosure of net income (loss) and earnings (loss) per share
    which reflects such compensation expense in the notes to the financial
    statements. The Company adopted the disclosure provisions of SFAS No. 123 in
    fiscal year 1997 and has continued to apply APB Opinion 25 and related
    Interpretations in accounting for its plans. The Company did not recognize
    any compensation cost for its Stock Option Plans and Employee Stock Purchase
    Plan, as described below, in fiscal years 2001, 2000 and 1999. Had
    compensation cost for the Company's stock-based compensation plans been
    determined based on the fair value at the grant dates for awards under those
    plans consistent with the method of SFAS No. 123, the Company's loss and
    loss per share would have been on a pro forma basis:
    (in thousands, except per share amounts)

                                2001      2000       1999
                                ----      ----       ----
    Net loss
        As reported             $(4,883)  $ (9,619)  $ (8,936)
        Pro forma               $(5,837)  $(10,362)  $(10,537)

    Net loss per share
        As reported             $ (2.52)  $  (4.80)  $  (4.28)
        Pro forma               $ (3.01)  $  (5.17)  $  (5.04)

    The fair value of each option grant is estimated on the date of grant using
    the Black-Scholes option-pricing model with the following weighted-average
    assumptions used for grants:

                                     2001      2000      1999
                                     ----      ----      -----
     Expected volatility              111.96%    97.74%     79.7%
     Risk-free interest rates            5.0%      6.1%      5.0%
     Dividend rate                         0%        0%        0%
     Expected life                   5 years   5 years   5 years

    The weighted-average fair value of options granted during fiscal year 2001,
    2000 and 1999 is estimated as $2.76, $4.56 and $8.40, respectively.

    Employee Stock Purchase Plan
    The 1996 Employee Stock Purchase Plan provides for the issuance of up to
    87,500 shares of Common Stock to eligible employees. The shares are issuable
    at the lesser of 85% of the average market price on the first or last
    business day of each semiannual period.

    The following is a summary of shares issued under this plan:
    (in thousands, except per share amounts)

                                       2001     2000     1999
                                       ----     ----     ----

       Shares                            2,750    7,812    7,103
       Weighted average fair
        value                          $  0.75  $  1.92  $  2.96

E.  Benefit Plan

    The Company maintains the Workgroup Technology Corporation 401(k) Plan (the
    "401(k) Plan") for all eligible employees which provides for matching
    employer contributions determined annually by the Board of Directors. There
    have been no matching employer contributions made to the 401(k) Plan as of
    March 31, 2001.

F.  Income Taxes

    In fiscal years 2001, 2000 and 1999, no provision for taxes was reflected in
    the Consolidated Statements of Operations since the Company was in a loss
    position.

    Deferred income taxes represent the tax effects of transactions which are
    reported in different periods for financial and tax reporting purposes.

    The components of deferred tax assets and liabilities are as follows:
    (in thousands)
                                                          March 31,
                                                    --------------------
                                                    2000        2001
                                                    ----        ----
    Deferred tax assets:
      Net operating loss carryforwards              $ 14,447    $ 12,438
      Research & development credit carryforwards      1,797       1,577
      Depreciation & amortization                        150         156
      Vacation accrual                                    17          33
      Other                                               20          30
      Rent                                                12          29
                                                    --------    --------
    Gross deferred tax assets                         16,443      14,263
    Valuation allowance                              (16,443)    (14,263)
                                                    --------    --------
    Net deferred tax assets                         $      -    $      -
                                                    ========    ========

    At March 31, 2001, the Company has available net operating loss
    carryforwards of approximately $35,875,000 which it may use to offset future
    federal taxable income. The net operating loss carryforwards, if not
    utilized, will begin to expire in 2008 for federal purposes and 2002 for
    state tax purposes. The utilization of the net operating loss and credit
    carryforwards for income tax purposes may be restricted due to limitations
    which arise because of a change of ownership. The Company

                                      F-9
<PAGE>

    also has available research and development credits of $1,144,000 and
    $988,000 for federal and state purposes, respectively. The research and
    development credits, if not utilized, will expire from 2008 through 2016.
    Due to the uncertainty of the realization of deferred tax assets, a full
    valuation allowance has been recorded.

G.  Commitments
    -----------

    Lease Commitments
    The Company leases the facility it occupies under a noncancelable operating
    lease agreement which expires September 30, 2001. Total rent expense for the
    years ended March 31, 2001, 2000 and 1999 was $688,000, $718,000 and
    $748,000, respectively. The future minimum payments under such commitments
    as of March 31, 2001 are as follows:
    (in thousands)

          Fiscal Year    Future Minimum Payments
          -----------    -----------------------
          2002           $ 341

    The Company is both evaluating a lease extension on its current facility and
    evaluating leasing an alternative facility, to meet its future needs.

H.  Segment Information
    -------------------

    The Company operates in one segment. Export sales for the years ended March
    31, 2001, 2000 and 1999 were approximately $254,000, $90,000 and $126,000,
    respectively.

I.  Restructuring
    -------------

    Restructuring expenses were $1,303,000 for the fiscal year ended March 31,
    2000. These costs are associated with the discontinuance of the WTC OpCenter
    product line and the resulting restructuring of the Company which occurred
    in the third quarter of fiscal 2000. These charges included severance costs,
    costs related to discontinuing the WTC OpCenter product line, asset
    disposition and write-down costs, and other restructuring costs. All amounts
    incurred under the restructuring have been paid at March 31, 2001.

                                      F-10
<PAGE>

                       WORKGROUP TECHNOLOGY CORPORATION
                 SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

<TABLE>
<CAPTION>
                                                     Fiscal Quarter Ended
                                      June 30,   September 30,   December 31,   March 31,
                                        2000         2000           2000          2001
                                      --------   -------------   ------------   ---------
                                            (in thousands, except per share data)
<S>                                   <C>        <C>             <C>            <C>
Statement of Operations Data:
Revenue                                $ 1,764     $ 1,846        $ 1,790        $ 2,011
Gross profit                             1,116       1,199            940            949
Operating expenses                       2,342       2,385          2,618          2,299
Loss from operations                    (1,226)     (1,186)        (1,678)        (1,350)
Net loss                                (1,063)     (1,021)        (1,538)        (1,261)

Basic and diluted net loss
    per common share                   $ (0.53)    $ (0.52)       $ (0.80)       $ (0.68)
Weighted average basic and diluted
    shares outstanding                   2,014       1,973          1,915          1,864
</TABLE>

<TABLE>
<CAPTION>
                                                     Fiscal Quarter Ended
                                      June 30,   September 30,   December 31,   March 31,
                                        1999         1999           1999          2000
                                      --------   -------------   ------------   ---------
                                            (in thousands, except per share data)
<S>                                   <C>         <C>             <C>            <C>
Statement of Operations Data:
Revenue                                $ 2,041     $ 1,955        $ 1,910        $ 1,797
Gross profit                             1,136         947          1,014            962
Operating expenses                       3,909       4,027          4,165          2,464
Loss from operations                    (2,773)     (3,080)        (3,151)        (1,502)
Net loss                                (2,518)     (2,814)        (2,996)        (1,291)

Basic and diluted net loss per
    common share                       $ (1.26)    $ (1.41)       $ (1.49)       $ (0.64)
Weighted average basic and
    diluted shares outstanding           1,999       1,991          2,008          2,014
</TABLE>
                                      F-11