<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, 2002

                                       or

[ ]  Transition Report Pursuant to Section 13 or 15(d) of The Securities
     Exchange Act of 1934.

     For the transition period from __________  to __________

                         Commission File Number: 0-27798

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

                        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.)

   One Burlington Woods Drive, Burlington, MA                 01803
---------------------------------------------------          --------
   (Address of principal executive offices)                 (Zip Code)

       Registrant's telephone number, including area code: (781) 270-2600

                     91 Hartwell Avenue, Lexington, MA 02421
                     ---------------------------------------
                 (Former address of principal executive offices)

   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. [X]

The aggregate market value of the voting stock held by nonaffiliates of the
registrant as of May 23, 2002 (based on the closing price as quoted by The
Nasdaq SmallCap Market as of such date) was approximately $1,100,000.

As of May 23, 2002, 1,841,121 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 26, 2002 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, 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 10-K.

                                     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 ProductCenterTM,
provides product development organizations with document management, design
integration, configuration control, change management, bill of materials
management and enterprise integration capabilities. This allows engineering
organizations to improve design chain communications, innovation, and
enterprise-wide product lifecycle efficiencies through flexible access and
control of product related information. 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 One Burlington Woods Drive,
Burlington, MA 01803, and its telephone number is (781) 270-2600. References
herein to "WTC" and the "Company" include Workgroup Technology Corporation, and
its wholly-owned subsidiary, Workgroup Technology GmbH, which was dissolved in
February 2002.

Industry Background

     Companies today need to develop better products faster, and that means
focusing on the earliest stages of the product development lifecycle to enable
greater product innovation, with shortened development cycles, which, in turn,
can mean faster time-to-market, increased market share, and increased revenue. A
focus on these front end optimizations will give companies the competitive edge
they need to shorten their product development cycles and time-to-market while
improving their product quality and reducing overall product costs.

     Globalization of markets, and distributed design and manufacturing
functions, are added pressures which further increase the requirement for
flexible and proven systems to achieve product lifecycle management
improvements. The ever-increasing complexities of managing product information
and processes while having the ability to securely provide product information
globally to customers, partners


                                       -1-

<PAGE>

and to various levels in the supply chain 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; computer-aided electronic (CAE)
systems; word processing systems; supply chain management systems (SCM);
customer relationship management systems (CRM); 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
information to be accessible across the enterprise and processes need to be put
in place in order to improve product development efficiencies with systems such
as collaborative PDM.

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 document management, design
     integration, configuration control, change management, bill of materials
     management and integration capability with other enterprise-wide systems,
     which helps companies rapidly optimize the product development process. WTC
     ProductCenter provides for the secure management of product information and
     allows engineers and the entire design chain to manage, share, modify and
     track product data and documents throughout the product development
     lifecycle. WTC ProductCenter supports engineering change management and
     bill of materials management for automating business processes. WTC
     ProductCenter's web-based collaboration capabilities allow employees,
     customers, suppliers, and other globally dispersed team members to securely
     exchange product information while maintaining a centralized database of
     critical product data. WTC ProductCenter also enables integration with
     other business applications, such as ERP, SCM, or CRM, for continuous data
     exchange across the product lifecycle.

     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 Web/Windows/UNIX-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),
          Inventor(TM), AutoCAD(R) and Mechanical Desktop, 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.


                                       -2-

<PAGE>

     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 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. The primary application for workflow is engineering
     change management. 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 effective 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.


                                       -3-

<PAGE>

     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.

     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) Inventor(TM) Integrator
     ---------------------------------------------

     WTC ProductCenter Inventor Integrator provides integration with Autodesk's
     Inventor 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) AutoCAD(R) Integrator
     -------------------------------------------

     WTC ProductCenter AutoCAD Integrator provides integration with Autodesk's
     AutoCAD and Mechanical Desktop design environments. This integration
     expands the computer-aided design file management choices by offering
     similar functionality to that 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.


                                       -4-

<PAGE>

     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 NT,
2000, and XP, Sun Solaris, and HP-UX 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, and HP-UX operating systems. WTC ProductCenter's web server component
supports iPlanet, Microsoft Internet Information Server, and Apache Web Server.
WTC ProductCenter also supports Oracle 8.

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 maintenance
support services, exclusively to all customers on a fully paid up maintenance
support services agreement, which includes access to WTC technical support and
maintenance software releases. Also included in the Company's software
maintenance service is access to the customer support Web portal, myPDM.net,
which provides 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.

In line with this strategy, during fiscal 2002, 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 thousands of users at hundreds of customer sites
worldwide and have been implemented across a range of industries including
aerospace and defense, automotive, consumer goods, electronics, medical
products, and telecommunications. WTC customers include corporations such as
ABB, Inc; Baker Oil Tools; Eaton Corporation; FlightSafety International;
General Electric Company; Goodrich Turbine Fuel Technologies; Honeywell;
Millipore Corporation; Siemens Energy & Automation, Inc.; U.S. Army; and
Whirlpool Corporation.


                                       -5-

<PAGE>

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,
2002, the Company had two VARs, both of whom were located in the United States
of America.

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

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

     As of March 31, 2002, the Company's sales and marketing organization
consisted of 12 employees located in the Company's headquarters in Burlington,
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. The Company's consulting
and training organization offers both on-site and remote consulting and training
services, at a fee, to customers seeking assistance in the implementation, use
and expansion of the Company's products. As of March 31, 2002, the Company's
customer support, training and consulting organization consisted of 11
employees.

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, 2002, the Company's product development staff consisted of
25 employees. The Company's total expense for research and development in fiscal
2002, 2001 and 2000 was $3.4 million, $4.1 million and $5.5 million,
respectively.

Competition

     The PDM and product development markets are intensely competitive and are
subject to rapid change. Many of WTC's competitors no longer define their
products as PDM, but have instead adopted the term of


                                       -6-

<PAGE>

Product Life Cycle Management ("PLM"). The Company's competitors offer a variety
of products and services to address these markets. 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 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 or
registered trademarks of the Company in the U.S. and/or other countries. All
other brands, logos, products or company names are the copyrights and/or
trademarks of their respective owners.

Employees

     As of March 31, 2002, the Company employed 57 persons, including 25 product
development personnel, 10 sales personnel, 11 customer support, training and
consulting personnel, 9 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.


                                       -7-

<PAGE>

     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 additional qualified personnel, including
sales, product development and operations staff. 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 increase when the US economy starts to
recover and when 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 relocated its headquarters in December 2001 to approximately
14,000 square feet of office space in Burlington, Massachusetts. This facility
accommodates research, marketing, sales, customer support and corporate
administration. The lease on this facility expires in December 2004. 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 adverse impact on its business, financial position, results of
operations or cash flows.

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

     During the fourth quarter of the year ended March 31, 2002, 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, 2002, the
closing price of the Company's Common Stock was $1.21 per share. As of May 23,
2002, there were approximately 70 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 2002                    Fiscal 2001
                            High            Low             High         Low
                           ------         ------           ------       ------
        First Quarter      $ 1.34         $ 0.94           $ 8.38       $ 2.25
        Second Quarter       1.19           0.25             3.38         1.00
        Third Quarter        0.78           0.27             2.50         0.81
        Fourth Quarter       1.65           0.67             2.31         0.84

                                       -8-

<PAGE>

     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.

ITEM 6.    SELECTED FINANCIAL DATA

     The following table summarizes certain selected consolidated financial
data, which should be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and the Company's
consolidated financial statements and related notes included elsewhere herein.

Five Year Summary of Selected Financial Data

                                           Fiscal Year Ended March 31,
                                    2002     2001     2000     1999     1998
                                  -------- -------- -------- -------- --------
                                    (in thousands, except per share data)
Statement of Operations Data:

Revenue                           $ 7,398  $ 7,411  $ 7,703   $ 8,631  $ 7,638
Gross profit                        3,966    4,204    4,059     5,069    4,465
Operating expenses                  7,534    9,644   14,565    15,311   14,248
Loss from operations               (3,568)  (5,440) (10,506)  (10,242)  (9,783)
Net loss                           (3,439)  (4,883)  (9,619)   (8,936)  (8,075)

Basic and diluted net loss
  per common share                $ (1.87) $ (2.52) $ (4.80)  $ (4.28) $ (3.93)
Weighted average basic and
  diluted shares outstanding        1,842    1,941    2,003     2,090    2,057


                                                    March 31,
                                    2002     2001     2000     1999     1998
                                  -------- -------- -------- -------- --------
                                                 (in thousands)
Balance Sheet Data:

Working capital                   $ 1,260  $ 4,052  $ 9,707  $ 18,789  $28,442
Total assets                        4,373    8,782   14,074    25,397   35,075
Total stockholders' equity        $ 1,693  $ 5,136  $10,403  $ 20,114  $30,039


                                       -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,
                                            ----------------------------------
                                             2002           2001         2000
                                            ------         ------       ------
  Revenue:
        Software licenses                     18.1 %         19.5 %       25.4 %
        Maintenance and services              81.9           80.5         74.6
                                            ------         ------       ------
              Total revenue                  100.0          100.0        100.0

  Gross profit                                53.6           56.7         52.7

  Operating expenses:
        Selling and marketing                 34.5           42.9         74.5
        Research and development              46.5           55.4         71.7
        General and administrative            20.8           31.8         26.0
        Restructuring                            0              0         16.9
                                            ------         ------       ------
              Total operating expenses       101.8          130.1        189.1

   Loss from operations                      (48.2)%        (73.4)%     (136.4)%


Fiscal 2002 Compared to Fiscal 2001

     Revenue. The Company's revenue consists of license fees for its WTC
ProductCenter software products and fees for professional services and software
maintenance. The Company had total revenue of $7,398,000 in fiscal 2002 as
compared to total revenue of $7,411,000 in fiscal 2001, a decrease of $13,000.

     Software license revenue decreased 7% in fiscal 2002 to $1,338,000 from
$1,445,000 in fiscal 2001. This revenue decrease resulted primarily from a
decline in the sales of the Application Server product into the Company's
existing customer base, partially offset by sales of license upgrades and an
increase in license sales to new customers.

     Maintenance and services revenue increased slightly in fiscal 2002 to
$6,060,000 from $5,966,000 in fiscal 2001. This increase resulted primarily from
higher maintenance revenue, partially offset by a decrease 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 license revenue for fiscal 2002 was $1,088,000 or 81% of software
license revenue versus $1,150,000 or 80% of software license revenue in fiscal
2001.


                                       -10-

<PAGE>

      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
decreased to $2,878,000 in fiscal 2002 from $3,054,000 in fiscal 2001. As a
percentage of maintenance and services revenue, gross profit decreased to 47% in
fiscal year 2002 from 51% in fiscal year 2001. This decrease in gross profit is
due primarily to a higher utilization of existing engineering resources for
maintenance support, partially offset by reducing employee salaries and a
favorable mix of maintenance revenue, which is a significant contributor to
margin, as compared to service 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 20% in
fiscal 2002 to $2,558,000 from $3,179,000 in fiscal 2001. This decrease is
primarily the result of lower employee related expenses in the sales
organization mainly due to reducing employee salaries and commissions, and
reduced marketing-related activities. As a result of this expense decrease,
selling and marketing expenses as a percentage of revenue, decreased to 35% in
fiscal 2002 from 43% in fiscal 2001.

     Research and Development. Research and development expenses decreased 16%
in fiscal 2002 to $3,439,000 from $4,106,000 in fiscal 2001. The decrease in
fiscal 2002 resulted primarily from lower employee and independent contractor
related expenses in the development organization partly due to converting higher
paid independent contractors to less expensive employees, reducing employee
salaries and eliminating employee bonuses. Also, factoring in this decrease is
the higher utilization of existing engineering resources for maintenance support
included in cost of maintenance and services. As a result of this expense
decrease, research and development expenses as a percentage of revenue,
decreased to 46% in fiscal 2002 from 55% in fiscal 2001.

     General and Administrative. In fiscal 2002, general and administrative
expenses decreased 35% to $1,537,000 from $2,359,000 in fiscal 2001. This
decrease resulted primarily from lower employee related expenses mainly due to a
reduction in head count, reducing employee salaries and eliminating employee
bonuses, partially offset by expenses of approximately $163,000 associated with
the Company's relocation to its new corporate headquarters in Burlington,
Massachusetts in the quarter ended December 31, 2001. As a percentage of
revenue, general and administrative expenses decreased to 21% in fiscal 2002
from 32% in fiscal 2001.

     Interest Income. Interest income consists primarily of interest earned on
cash and cash equivalents. As a result of lower average cash and cash equivalent
balances during fiscal 2002, interest income decreased 77% to $129,000 in fiscal
2002 from $557,000 in fiscal 2001.

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.


                                       -11-

<PAGE>

     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 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. 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 were paid by the end of fiscal 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.


                                       -12-

<PAGE>

Liquidity, Capital Resources and Market Risks

     Cash and cash equivalents at March 31, 2002 decreased $3,758,000 to
$3,261,000 from $7,019,000 at March 31, 2001. This decrease resulted primarily
from the Company's net loss that occurred in fiscal 2002. Cash used for
operating activities in fiscal 2002 was $3,734,000 and $20,000 was used for
capital expenditures. Working capital decreased $2,792,000 to $1,260,000 at
March 31, 2002 from $4,052,000 at March 31, 2001.

     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, 2002,
the Company had repurchased approximately 333,000 of the 437,500 shares
authorized. Subsequent to March 31, 2002 and as of May 23, 2002, no additional
shares have been repurchased.

     The Company has generated continued losses from operations which has
reduced its cash balances. At March 31, 2002, the Company had cash and cash
equivalent balances totaling $3,261,000 and working capital of $1,260,000, each
of which represent significantly lower liquidity than in the prior year.
Management has taken actions in fiscal 2002 to reduce its operating and capital
expenditure requirements and believes that cash and cash equivalent balances at
March 31, 2002 are sufficient to meet its operating and capital expenditure
requirements over the next year. Management has the intent and ability to
further reduce expenditures commensurate with the level of sales expected over
the next year to maintain liquidity through March 31, 2003.

     The Company has contractual payment obligations due under its
non-cancelable operating lease for its corporate headquarters as follows:
$822,000 in total; $299 due in fiscal 2003; $299 due in fiscal 2004; and $224
due in fiscal 2005.

     During fiscal 2002, 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.

Critical Accounting Policies

     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'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. For multiple element arrangements, total fees are
allocated to each of the elements based on vendor specific objective evidence of
fair value. 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. The Company does not provide for a
right for return at time of sale. 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.

     Should the Company experience delays from collections from customers or no
longer be able to demonstrate vendor specific objective evidence of fair value
for its products or services, delays in revenue recognition may result which
would have a negative impact on cash flow or results of operations. Any
shortfall in revenue or delay in recognizing revenue could cause the Company's
operating results to vary significantly from quarter to quarter and could result
in future operating losses.


                                       -13-

<PAGE>

Recent Accounting Pronouncements

     In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 141 ("SFAS 141"), "Business
Combinations." This Statement requires all business combinations to be accounted
for using the purchase method of accounting and redefines goodwill and other
intangibles that should be recognized separate from goodwill. SFAS 141 is
effective for all business combinations initiated after June 30, 2001.

     In June 2001, the FASB issued Statement of Financial Accounting Standards
No. 142 ("SFAS 142"), "Goodwill and Other Intangible Assets." This Statement
requires that goodwill and other intangibles with an indefinite useful life not
be amortized, but be tested for impairment at least annually. SFAS 142 is
effective for fiscal years beginning after December 15, 2001; however, for new
business combinations that occur after June 30, 2001, SFAS 142 is effective for
those transactions. The Company does not expect that the provisions of SFAS 142
will have a material impact on its consolidated financial position, its
consolidated results of operations or its consolidated cash flows.

     In June 2001, the FASB issued Statement of Financial Accounting Standards
No. 143 ("SFAS 143"), "Accounting for Asset Retirement Obligations." This
Statement addresses financial accounting and reporting for obligations
associated with the retirement of tangible long-lived assets and the associated
asset retirement costs. This Statement applies to legal obligations associated
with the retirement of long-lived assets that result from the acquisition,
construction, development, or normal use of the asset. As used in this
Statement, a legal obligation results from existing law, statute, ordinance,
written or oral contract, or by legal construction of a contract under the
doctrine of promissory estoppel. SFAS 143 is effective for fiscal years
beginning after June 15, 2002. The Company does not expect that the provisions
of SFAS 143 will have a material impact on its consolidated financial position,
its consolidated results of operations or its consolidated cash flows.

     In August 2001, the FASB issued Statement of Financial Accounting Standards
No. 144 ("SFAS 144"), "Accounting for the Impairment or Disposal of Long-Lived
Assets." This Statement addresses financial accounting and reporting for the
impairment or disposal of long-lived assets and supersedes SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of," and the accounting and reporting provisions of APB No. 30,
"Reporting the Results of Operations for a Disposal of a Segment of a Business."
SFAS 144 is effective for fiscal years beginning after December 15, 2001. The
Company does not expect that the provisions of SFAS 144 will have a material
impact on its consolidated financial position, its consolidated results of
operations or its consolidated cash flows.

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.

     On August 31, 2001, the Company received notice from The Nasdaq Stock
Market, Inc. that it was subject to possible delisting by The Nasdaq SmallCap
Market on November 29, 2001 unless, anytime before November 29, 2001, the bid
price of the Company's common stock was at least $1.00 for a minimum of ten


                                       -14-

<PAGE>

(10) consecutive trading days. On September 27, 2001, The Nasdaq Stock Market
announced that it had suspended the minimum bid and public float requirements
for continued listing on Nasdaq until January 2, 2002. Under the temporary
relief provided by the new rules, companies were not cited for bid price or
market value of public float deficiencies. Companies that were under review for
deficiencies or in the hearings process were taken out of the process with
respect to the bid price or market value of public float requirements. On
October 10, 2001, the Company received notice that the possible delisting matter
referenced in Nasdaq's notice dated August 31, 2001 was closed. 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 Director", "Occupations of Directors and Executive
Officers" and "Section 16 Reporting" in the Company's Proxy Statement (the "2002
Proxy Statement") for the Company's Annual Meeting of Stockholders to be held on
July 26, 2002, and is incorporated herein by reference. The 2002 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, 2002.

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 2002 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 2002
Proxy Statement, and is incorporated herein by reference.

================================================================================
                                                                 Number of
                                                                securities
                                                                remaining
                         Number of                             available for
                         securities           Weighted-       future issuance
                           to be              average          under equity
                         issued upon          exercise         compensation
                        exercise of           price of            plans
                         outstanding        outstanding         (excluding
                          options,            options,          securities
                          warrants            warrants         reflected in
  Plan Category          and rights          and rights         column (a))

                            (a)                  (b)                (c)
--------------------------------------------------------------------------------
Equity compensation
plans approved by
security holders          453,400               $4.52             433,882
--------------------------------------------------------------------------------
Equity compensation
plans not approved
by security holders             0                   0                   0
--------------------------------------------------------------------------------
Total                     453,400               $4.52             433,882
================================================================================



                                      -16-

<PAGE>

                                     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, 2002 and 2001................  F-2

Consolidated Statements of Operations for the years ended
  March 31, 2002, 2001 and 2000.......................................  F-3

Consolidated Statements of Stockholders' Equity for the years
  ended March 31, 2002, 2001 and 2000.................................  F-4

Consolidated Statements of Cash Flows for the years ended
  March 31, 2002, 2001 and 2000.......................................  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    Second Amended and Restated Certificate of Incorporation of the
                Company (filed as Exhibit 3.1 to the Company's Quarterly Report
                on Form 10-Q for the fiscal quarter ended December 31, 2000 and
                incorporated herein by reference)
         3.2    Amended and Restated By-Laws of the Company (filed herewith)
         4.1    Specimen certificate representing the Common Stock (filed
                herewith)
        10.1    1992 Stock Plan (filed herewith)
        10.2    1996 Stock Plan (filed herewith)
        10.3    1996 Employee Stock Purchase Plan (filed herewith)
        10.4    Amended and Restated 1996 Non-Employee Director Stock Option
                Plan (filed as Exhibit 10.17 to the Company's Quarterly Report
                on Form 10-Q for the fiscal quarter ended June 30, 2000 and
                incorporated herein by reference)
        10.5    Form of Non-Competition Agreement between the Company, its
                executive officers and employees (filed herewith)
        10.6    Form of Severance Agreement between the Company and certain
                executive officers (filed as Exhibit 10.14 to the Company's
                Annual Report on Form 10-K for the fiscal year ended March 31,
                1999 and incorporated herein by reference)
        10.7    Employment Agreement between the Company and Patrick H. Kareiva
                (filed as Exhibit 10.15 to the Company's Annual Report on Form
                10-K for the fiscal year ended March 31, 2001 and incorporated
                herein by reference)
        10.8    Master Lease Agreement between the Company and Burlington Woods
                Office Trust No. 1 dated November 21, 2001 (filed as Exhibit
                10.1 to the Company's Quarterly Report on Form 10-Q for the
                fiscal quarter ended December 31, 2001 and incorporated herein
                by reference)


                                       -17-

<PAGE>

     Exhibit
     Number     Description
     -------    -----------
        10.9    Amendment No. 1 to Employment Agreement between the Company and
                Patrick H. Kareiva effective as of December 31, 2001 (filed as
                Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for
                the fiscal quarter ended December 31, 2001 and incorporated
                herein by reference)
        23.1    Consent of Independent Accountants (PricewaterhouseCoopers LLP)
                (filed herewith)
        24.1    Power of Attorney (see page 19)

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

     (b)        Reports On Form 8-K.

     There were no reports on Form 8-K filed by the Company for the quarter
ended March 31, 2002.

     (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, 2002                        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, 2002.

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

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

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

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

/s/ Frederick H. Phillips    Director
-------------------------
Frederick H. Phillips

                                       -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 at March 31, 2002 and 2001,
and the results of their operations and their cash flows for each of the three
years in the period ended March 31, 2002 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, 2002

                                      F-1

<PAGE>

                        WORKGROUP TECHNOLOGY CORPORATION


                           CONSOLIDATED BALANCE SHEETS
                             March 31, 2002 and 2001
                             (dollars in thousands)

                                                        2002           2001
                                                        ----           ----
ASSETS

Current assets:
  Cash and cash equivalents                          $   3,261      $   7,019
  Accounts receivable (net of allowance
    of $0 in 2002 and $50 in 2001)                         567            556
  Prepaid expenses and other current
    assets                                                 112            123
                                                     ---------      ---------

      Total current assets                               3,940          7,698

  Property and equipment, net                              433          1,084
                                                     ---------      ---------

        Total assets                                 $   4,373      $   8,782
                                                     =========      =========


LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                   $     278      $     756
  Accrued expenses                                         256            592
  Accrued royalties                                         54             51
  Deferred revenue                                       2,092          2,247
                                                     ---------      ---------

        Total current liabilities                        2,680          3,646

Commitments (Note G)

Stockholders' equity:
  Preferred stock, $.01 par value; 1,000,000
    shares authorized; no shares issued or
    outstanding at March 31, 2002 and 2001                   -              -
  Common stock, $.01 par value; 30,000,000 shares
    authorized; 2,173,825 and 2,173,825 shares
    issued at March 31, 2002 and 2001, respectively         22             22
  Additional paid-in capital                            44,479         44,479
  Treasury stock, at cost; 332,704 shares at
    March 31, 2002 and 329,204 shares at
    March 31, 2001                                      (1,757)        (1,753)
  Accumulated deficit                                  (41,051)       (37,612)
                                                     ---------      ---------

        Total stockholders' equity                       1,693          5,136
                                                     ---------      ---------

          Total liabilities and stockholders' equity $   4,373      $   8,782
                                                     =========      =========





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

                                      F-2

<PAGE>

                        WORKGROUP TECHNOLOGY CORPORATION

                      CONSOLIDATED STATEMENTS OF OPERATIONS
            for the fiscal years ended March 31, 2002, 2001 and 2000
                      (in thousands, except per share data)


                                             2002         2001          2000
                                             ----         ----          ----

Revenue:
  Software licenses                        $ 1,338      $ 1,445       $ 1,954
  Maintenance and services                   6,060        5,966         5,749
                                           -------      -------       -------

          Total revenue                      7,398        7,411         7,703

Cost of revenue:
  Cost of software licenses                    250          295           558
  Cost of maintenance and services           3,182        2,912         3,086
                                           -------     --------       -------

          Total cost of revenue              3,432        3,207         3,644
                                           -------     --------       -------

  Gross profit                              3,966         4,204         4,059

Operating expenses:
  Selling and marketing                      2,558        3,179         5,736
  Research and development                   3,439        4,106         5,520
  General and administrative                 1,537        2,359         2,006
  Restructuring                                  -            -         1,303
                                           -------      -------       -------

          Total operating expenses           7,534        9,644        14,565
                                           -------      -------       -------

Loss from operations                        (3,568)      (5,440)      (10,506)

Interest and other income                      129          557           887
                                           -------      -------       -------

Net loss                                   $(3,439)     $(4,883)      $(9,619)
                                           =======      =======       =======

Basic and diluted net loss per common
  share                                    $ (1.87)     $ (2.52)      $ (4.80)
Weighted average basic and diluted
  shares outstanding                         1,842        1,941         2,003



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

                                      F-3

<PAGE>

                        WORKGROUP TECHNOLOGY CORPORATION

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                for the years ended March 31, 2002, 2001 and 2000
                                 (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,
 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)
  Comprehensive
   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
--------------------------------------------------------------------             -------
  Repurchase
   of common
   stock                      (4)       (4)                                           (4)
  Compre-
   hensive
   loss:
    Net loss                                           (3,439)          (3,439)   (3,439)
                                                                       -------
    Compre-
     hensive
     loss                                                              $(3,439)
--------------------------------------------------------------------   =======   -------
Balance at
 March 31,
 2002         2,174  $22     (333) $(1,757) $44,479  $(41,051)     -             $ 1,693
====================================================================             =======
</TABLE>


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

                                      F-4

<PAGE>

                        WORKGROUP TECHNOLOGY CORPORATION


                      CONSOLIDATED STATEMENTS OF CASH FLOWS
            for the fiscal years ended March 31, 2002, 2001 and 2000
                                 (in thousands)

                                                 2002        2001         2000
                                                 ----        ----         ----
Cash flows from operating activities:

   Net loss                                    $(3,439)    $(4,883)     $(9,619)
   Adjustments to reconcile net loss
     to net cash used in operating
     activities:
     Depreciation and amortization                 653         609          791
     Provision for doubtful accounts               (50)        (10)          (4)
     Loss on disposal of assets                     18          22          278
     Changes in operating assets and
         liabilities:
       Accounts receivable                          39         217        1,076
       Prepaid expenses and other current
         assets                                     11          86          (16)
       Other assets                                  -           -            1
       Accounts payable                           (478)        703         (540)
       Accrued expenses                           (336)       (480)        (768)
       Accrued royalties                             3           1         (291)
       Deferred revenue                           (155)       (249)         (13)
                                               -------     -------      -------

       Net cash used in operating activities    (3,734)     (3,984)      (9,105)

Cash flows from investing activities:
   Purchases of property and equipment             (20)     (1,019)        (447)

Cash flows from financing activities:
   Proceeds from issuance of common stock            -           8           83
   Payments for common stock repurchases            (4)       (392)        (206)
                                               -------     -------      -------

       Net cash used in financing activities        (4)       (384)        (123)

Effect of exchange rate changes on cash              -           -           31
                                               -------     -------      -------
Net decrease in cash and cash equivalents       (3,758)     (5,387)      (9,644)
Cash and cash equivalents, beginning of year     7,019      12,406       22,050
                                               -------     -------      -------

Cash and cash equivalents, end of year         $ 3,261     $ 7,019      $12,406
                                               =======     =======      =======

Supplemental cash flow information:
   Interest paid                               $     -     $     2      $     3


               The accompanying notes are an integral part of the
                       consolidated 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 document management, design integration, configuration management,
    change management, bill of materials management and enterprise integration
    to optimize product development.

    The Company has generated continued losses from operations which has reduced
    its cash balances. At March 31, 2002, the Company had cash and cash
    equivalent balances totaling $3,261,000 and working capital of $1,260,000,
    each of which represent significantly lower liquidity than in the prior
    year. Management has taken actions in fiscal 2002 to reduce its operating
    and capital expenditure requirements and believes that cash and cash
    equivalent balances at March 31, 2002 are sufficient to meet its operating
    and capital expenditure requirements over the next year. Management has the
    intent and ability to further reduce expenditures commensurate with the
    level of sales expected over the next year to maintain liquidity through
    March 31, 2003.

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. Workgroup Technology GmbH, a wholly-owned
    subsidiary of the Company, distributed all its assets and liabilities in
    complete liquidation in fiscal 2002.

    Certain reclassifications have been made to prior years' financial
    statements to conform to classifications used in the current year.

    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. For multiple element arrangements, total fees are allocated
    to each of the elements based on vendor specific objective evidence of fair
    value. 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. The Company does not provide for a
    right for return at time of sale. 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's were 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,
    2002, 2001 and 2000. 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 original maturities at acquisition of three months or less and are
    carried at cost plus accrued interest which approximates market value.

    The Company has approximately $115,000 of restricted cash included in the
    March 31, 2002 cash balance, which serves as collateral for miscellaneous
    matters and a letter of credit obtained in fiscal year 2002 related to the
    Company's property lease. Included in the March 31, 2001 cash balance, the
    Company had approximately $155,000 of restricted cash, which served as
    collateral for a letter of credit obtained in fiscal year 1997 related to
    the Company's prior 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
        and equipment under                  the asset or term of the
        capital leases                       lease, whichever 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

                                      F-6

<PAGE>

                        WORKGROUP TECHNOLOGY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


    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, 2002, 2001 and 2000 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 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 2002, 2001 and 2000 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:
    (in thousands, except per share amounts)

                                              March 31,
                          ------------------------------------------------
                          2002            2001                2000
                          ------------    ------------        ------------
      Number of shares    453             496                 139
      Weighted average
        exercise price    $4.52           $5.01               $12.50

    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 that credit losses, if any, will not be
    material. The Company did not record write-offs of accounts receivable in
    fiscal 2002 and recorded write-offs of $1,000 and $144,000 in fiscal years
    2001 and 2000, respectively.

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

    Property and equipment consisted of the following:
    (in thousands)

                                              March 31,
                                          ------------------
                                            2002       2001
                                            ----       ----

       Computer software                  $   424   $    424
       Furniture and fixtures                  -         128
       Equipment                            1,390      1,744
       Leasehold improvements                  -         166
                                          -------   --------
                                            1,814      2,462
       Less accumulated
         depreciation and amortization     (1,381)    (1,378)
                                          -------   --------
                                          $   433   $  1,084
                                          =======   ========

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

    Common 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

                                      F-7

<PAGE>

                        WORKGROUP TECHNOLOGY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


    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
    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, 2002,
    the Company had repurchased 332,704 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, 2002, 335,210 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, 2002, 39,000 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, 2000, 2001 and 2002 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, 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
         Granted                                      53             1.05
         Canceled                                    (96)            5.11
                                                   -----
       Options outstanding
            at March 31, 2002                        453           $ 4.52

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

       Price range $0.34 - $2.00
         (remaining contractual life of 8.8 years)
        Outstanding                                  110           $ 1.27
        Exercisable                                   23             1.40
       Price range $2.13 - $3.75
         (remaining contractual life of 8.2 years)
        Outstanding                                   58             2.46
        Exercisable                                   26             2.45
       Price range $4.25 - $5.88
         (remaining contractual life of 7.8 years)
        Outstanding                                  237             4.92
        Exercisable                                  150             4.92
       Price range $6.25 - $16.00
         (remaining contractual life of 6.3 years)
        Outstanding                                   35             9.90

                                      F-8

<PAGE>

                        WORKGROUP TECHNOLOGY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


        Exercisable                                   26            10.67
       Price range $16.50 - $25.50
         (remaining contractual life of 5.3 years)
        Outstanding                                   13            19.45
        Exercisable                                   13            19.45

       Options exercisable, March 31
         2000                                         62          $16.25
         2001                                        119            7.96
         2002                                        238            5.74

    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 2002, 2001 and 2000. 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)

                              2002        2001        2000
                              ----        ----        ----
     Net loss
        As reported           $ (3,439)   $ (4,883)   $ (9,619)
        Pro forma             $ (3,857)   $ (5,837)   $(10,362)

     Net loss per share
        As reported           $  (1.87)   $  (2.52)   $  (4.80)
        Pro forma             $  (2.09)   $  (3.01)   $  (5.17)

    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:

                                2002      2001      2000
                                ----      ----      ----
      Expected volatility       128.92%   111.96%   97.74%
      Risk-free interest rates    3.8%      5.0%     6.1%
      Dividend rate                 0%        0%       0%
      Expected life             5 years   5 years   5 years

    The weighted-average fair value of options granted during fiscal year 2002,
    2001 and 2000 is estimated as $0.91, $2.76 and $4.56, 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. At March 31, 2002, 59,672 shares
    were available for grant under the Employee Stock Purchase Plan.

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

                                    2002    2001    2000
                                    ----    ----    ----

        Shares                           0   2,750   7,812
        Weighted average fair
          value                     $ 0.00  $ 0.75  $ 1.92

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, 2002.

F.  Income Taxes
    ------------

    In fiscal years 2002, 2001 and 2000, 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,
                                                       ---------------------
                                                          2002         2001
                                                          ----         ----
    Deferred tax assets:
      Net operating loss carryforwards                 $ 16,072     $ 14,447
      Research & development credit carryforwards         2,052        1,797
      Depreciation & amortization                            (3)         150
      Vacation accrual                                       11           17
      Other                                                   0           20
      Rent                                                    0           12
                                                       --------     --------
    Gross deferred tax assets                            18,132       16,443
    Valuation allowance                                 (18,132)     (16,443)
                                                       --------     --------
    Net deferred tax assets                            $      -     $      -
                                                       ========     ========


                                      F-9

<PAGE>

                        WORKGROUP TECHNOLOGY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


    At March 31, 2002, the Company has available net operating loss
    carryforwards of approximately $39,909,000 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 2003 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 also has available
    research and development credits of $1,313,000 and $1,054,000 for federal
    and state purposes, respectively. The research and development credits, if
    not utilized, will expire from 2008 through 2017. Due to the uncertainty of
    the realization of deferred tax assets, a full valuation allowance has been
    recorded.

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

    Lease Commitments
    The Company relocated to its new corporate headquarters in Burlington, MA in
    December 2001 and leases the facility it occupies under a noncancelable
    operating lease agreement which expires December 31, 2004. Total rent
    expense for the years ended March 31, 2002, 2001 and 2000 was $615,000,
    $688,000 and $718,000, respectively. The future minimum payments under such
    commitment as of March 31, 2002 is as follows:
    (in thousands)

                  Fiscal Year      Future Minimum Payments
                  -----------      -----------------------
                  2003             $ 299
                  2004               299
                  2005               224
                                   -----
                  Total            $ 822

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

    The Company operates in one segment. Export sales for the years ended
    March 31, 2002, 2001 and 2000 were approximately $286,000, $254,000 and
    $90,000, 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 were paid by the end of fiscal 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,
                                      2001        2001          2001         2002
                                    --------  -------------  ------------  ---------
                                         (in thousands, except per share data)
<S>                                 <C>       <C>            <C>           <C>

Statement of Operations Data:
Revenue                             $ 1,761     $ 1,870        $ 1,983     $ 1,784
Gross profit                            668         980          1,212       1,106
Operating expenses                    2,230       1,997          1,752       1,555
Loss from operations                 (1,562)     (1,017)          (540)       (449)
Net loss                             (1,500)       (988)          (511)       (440)

Basic and diluted net loss
  per common share                  $ (0.81)    $ (0.54)       $ (0.28)    $ (0.24)
Weighted average basic and diluted
  shares outstanding                  1,843       1,841          1,841       1,841

</TABLE>

<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>



                                      F-11