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



                                    FORM 10-Q

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

     FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998

                                       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: 0-19272




                            MICRONICS COMPUTERS, INC.
             (Exact name of registrant as specified in its charter)



DELAWARE                                         77-0132288
(State or other jurisdiction                     (I.R.S. employer
of incorporation or organization)                identification No.)


                            45365 NORTHPORT LOOP WEST
                         FREMONT, CALIFORNIA 94538-6417
                    (Address of principal executive offices)

                                 (510) 651-2300
              (Registrant's telephone number, including area code)



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.   X   Yes     No
                                          -----    -----

At April 30, 1998 there were 12,902,565 shares of the registrant's common stock
outstanding.

The Exhibit Index is on page 13.



<PAGE>   2



                            MICRONICS COMPUTERS, INC.
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 1998


                                      INDEX


<TABLE>
<CAPTION>
PART I: FINANCIAL INFORMATION                                                                           PAGE
<S>       <C>                                                                                             <C>

           Item 1: Financial Statements

                                Condensed Consolidated Balance Sheets at
                                March 31, 1998 and September 30, 1997..............................          3

                                Condensed Consolidated Statements of Results of
                                Operations for the three months and six months
                                ended March 31, 1998
                                and March 31, 1997.................................................          4

                                Condensed Consolidated Statements of Cash Flows for
                                the six months ended March 31, 1998
                                and March 31, 1997.................................................          5

                                Notes to Condensed Consolidated Financial
                                Statements.........................................................          6

           Item 2: Management's Discussion and Analysis of Financial Condition
                                and Results of Operations..........................................          8

           Item 3: Quantitative and Qualitative Disclosures
                                About Market Risk..................................................         10

PART II: OTHER INFORMATION

           Item 4: Submission of Matters to a Vote of Security Holders.............................         11

           Item 5: Other Information...............................................................         11

           Item 6: Exhibits and Reports on Form 8-K................................................         11


SIGNATURES.........................................................................................         12


EXHIBITS...........................................................................................         13
</TABLE>




<PAGE>   3

                         PART I - FINANCIAL INFORMATION


ITEM 1:                    FINANCIAL STATEMENTS


                            MICRONICS COMPUTERS, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)



<TABLE>
<CAPTION>
                                                              MARCH 31,   SEPTEMBER 30,
                                                                1998         1997
                                                              --------     --------
                                                             (UNAUDITED)
<S>                                                          <C>          <C>     
                                     ASSETS

Current assets:
     Cash and cash equivalents ...........................    $ 19,945     $ 22,690
     Short-term investments ..............................         500          500
     Accounts receivable, net ............................       6,893       10,325
     Inventories .........................................       6,448        9,853
     Prepaid expenses and other assets ...................       1,275        1,544
                                                              --------     --------
         Total current assets ............................      35,061       44,912

Property and equipment, net ..............................       4,359        4,698
Other assets .............................................          --           39
                                                              --------     --------
                                                              $ 39,420     $ 49,649
                                                              ========     ========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable ....................................    $  5,141     $  8,304
     Other accrued liabilities ...........................       5,675        6,966
                                                              --------     --------
         Total current liabilities .......................      10,816       15,270

Stockholders' equity:
     Common stock ........................................         130          142
     Additional paid-in capital ..........................      30,964       33,308
     Retained earnings (deficit)..........................      (2,490)         929
                                                              --------     --------
         Total stockholders' equity ......................      28,604       34,379
                                                              --------     --------
                                                              $ 39,420     $ 49,649
                                                              ========     ========
</TABLE>


     See accompanying notes to condensed consolidated financial statements.



                                      -3-

<PAGE>   4

                            MICRONICS COMPUTERS, INC.
           CONDENSED CONSOLIDATED STATEMENTS OF RESULTS OF OPERATIONS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                THREE MONTHS ENDED              SIX MONTHS ENDED
                                                      MARCH 31,                     MARCH 31,
                                             -----------------------       -----------------------
                                               1998           1997           1998           1997
                                             --------       --------       --------       --------
<S>                                          <C>            <C>            <C>            <C>     
Net sales .............................      $ 10,873       $ 24,282       $ 30,332       $ 60,470
Cost of sales .........................        10,392         22,154         27,297         53,657
                                             --------       --------       --------       --------
Gross profit ..........................           481          2,128          3,035          6,813

Operating expenses:
     Research and development .........         1,147          1,409          2,141          2,719
     Selling and marketing ............         1,186          2,613          2,651          4,755
     General and administrative .......         1,233          1,114          2,278          2,337
                                             --------       --------       --------       --------
         Total operating expenses .....         3,566          5,136          7,070          9,811
                                             --------       --------       --------       --------

Loss from operations ..................        (3,085)        (3,008)        (4,035)        (2,998)

Interest income .......................           242            292            494            597
Other income (expense), net ...........           143             52            122            (97)
                                             --------       --------       --------       --------
         Total other income ...........           385            344            616            500
                                             --------       --------       --------       --------

Net loss ..............................      $ (2,700)      $ (2,664)      $ (3,419)      $ (2,498)
                                             ========       ========       ========       ========

Basic and diluted earnings per share ..      $  (0.21)      $  (0.19)      $  (0.26)      $  (0.18)
                                             ========       ========       ========       ========

Number of shares used in computation of
  basic and diluted EPS ...............        12,903         13,979         13,243         13,947
                                             ========       ========       ========       ========
</TABLE>



     See accompanying notes to condensed consolidated financial statements.




                                      -4-

<PAGE>   5

                            MICRONICS COMPUTERS, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)



<TABLE>
<CAPTION>
                                                                 SIX MONTHS ENDED
                                                                      MARCH 31,
                                                               -----------------------
                                                                 1998           1997
                                                               --------       --------
<S>                                                            <C>            <C>      
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss ...........................................      $ (3,419)      $ (2,498)
     Adjustments to reconcile net loss to net cash
        provided by (used for) operating activities:
         Depreciation and amortization ..................           406            566
         Loss on disposal of property and equipment .....             8             75
         Gain on exercise of Osborne put option .........            --            (44)
         Changes in operating assets and liabilities:
              Accounts receivable .......................         3,432          4,843
              Inventories ...............................         3,405          2,001
              Prepaid expenses and other assets .........           269           (111)
              Accounts payable ..........................        (3,163)        (4,142)
              Other accrued liabilities .................        (1,291)         1,703
                                                               --------       --------

     Net cash provided by (used for) operating activities          (353)         2,393
                                                               --------       --------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchases of short-term investments ................          (499)        (4,569)
     Maturities or sales of short-term investments ......           499          5,199
     Exercise of Osborne put option .....................            --            794
     Purchases of property and equipment, net ...........           (75)          (501)
     Other assets .......................................            39             34
                                                               --------       --------

     Net cash provided by (used for) investing activities           (36)           957
                                                               --------       --------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Repurchase of common stock .........................        (2,418)            --
     Proceeds from issuance of common stock, net ........            62            174
                                                               --------       --------

     Net cash provided by (used for) financing activities        (2,356)           174
                                                               --------       --------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ....        (2,745)         3,524

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD ........        22,690         19,876
                                                               --------       --------

CASH AND CASH EQUIVALENTS AT END OF PERIOD ..............      $ 19,945       $ 23,400
                                                               ========       ========
</TABLE>



     See accompanying notes to condensed consolidated financial statements.



                                      -5-

<PAGE>   6

                            MICRONICS COMPUTERS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE     1.  BASIS OF PRESENTATION

         The accompanying unaudited consolidated financial statements have been
prepared pursuant to the rules and regulations of the Securities and Exchange
Commission. In the opinion of management, the consolidated financial statements
reflect all adjustments (consisting only of normal recurring adjustments)
considered necessary for a fair presentation of the financial position,
operating results and cash flows for those periods presented. The results of
operations for the interim periods presented are not necessarily indicative of
the results that may be expected for the full fiscal year. The accompanying
consolidated financial statements should be read together with the audited
consolidated financial statements and notes thereto included in the Company's
annual report on Form 10-K for the year ended September 30, 1997.

         In recent quarters, the Company has experienced declining net sales and
lower gross margins as a result of competitive pressures and the effects of the
loss of and slowing order rates from its major OEM and government customers. The
Company's ability to reverse the trend of declining net sales, which have
yielded net losses, is dependent on several factors including increased order
rates for the Company's products, successful and timely development and market
acceptance of the Company's next generation products, the availability of
qualified sales and engineering personnel and successful competition with the
Company's competitors on a price, service and performance basis. Many of these
factors are not within the Company's control and if order rates for the
Company's products fail to increase, if the Company's next generation products
are not accepted by the Company's customers, or if the Company cannot
successfully compete with its competitors, many of whom have substantially
greater resources than the Company, the Company's net sales will continue to
decline. To the extent that the Company is unable to offset such sales declines
with cost reductions, recurring losses are likely. The Company cannot at this
time foresee when it again will reach profitability, if at all. Management
believes, however, that its available cash reserves are sufficient to meet its
working capital requirements and anticipated level of operations for at least
the next 12 months.

NOTE     2.  EARNINGS PER COMMON SHARE

         In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, "Earnings per Share" (SFAS
128). SFAS 128 requires dual presentation of basic earnings per share ("EPS")
and diluted EPS on the face of all statements of earnings for all entities with
complex capital structures. Basic EPS is computed as net earnings divided by the
weighted-average number of common shares outstanding for the period. Diluted EPS
reflects the potential dilution that could occur from common shares issuable
through stock-based compensation plans including stock options, restricted stock
awards, warrants and other convertible securities using the treasury stock
method. The following summarizes the computation of basic and diluted EPS (in
thousands except for per share amounts):


<TABLE>
<CAPTION>
                                                      SIX MONTHS ENDED
                                                          MARCH 31,
                                                   -----------------------
                                                     1998           1997
                                                   --------       --------
<S>                                                <C>            <C>      
Net loss used in basic and diluted EPS ......      $ (3,419)      $ (2,498)
                                                   ========       ========

Weighted average number of common shares
used in computing basic EPS .................        13,243         13,947

Effect of dilutive securities:
     Options ................................            --             --
                                                   --------       --------

Weighted number of common shares and dilutive
potential common stock used in diluted EPS ..        13,243         13,947
                                                   ========       ========
</TABLE>

Options to acquire 1,233,465 and 1,258,250 shares of common stock with weighted
average exercise prices of $2.60 and $2.88 for the periods ended March 31, 1998
and March 31, 1997, respectively, were not included in computing diluted EPS
because their effects were antidilutive.



                                      -6-

<PAGE>   7

NOTE     3.  SHORT-TERM INVESTMENTS

         Short-term investments consist of corporate bonds and U.S. agency
securities with original maturities beyond three months and less than twelve
months.

NOTE     4.  INVENTORIES

         Inventories are stated at the lower of cost (first-in, first-out) or
market and consist of:

<TABLE>
<CAPTION>
                                                MARCH 31,       SEPTEMBER 30,
                                                  1998              1997
                                                 ------            ------
                                               (UNAUDITED)
<S>                                              <C>               <C>   
       Raw materials ................            $1,810            $4,085
       Work-in-process ..............               713             1,285
       Finished goods ...............             3,925             4,483
                                                 ------            ------
                                                 $6,448            $9,853
                                                 ======            ======
</TABLE>

         During the quarter, the Company sold and disposed of obsolete inventory
of approximately $2 million. 

NOTE 5. COMMITMENTS AND CONTINGENCIES

         The Internal Revenue Service examinations of the Company's tax returns
for years 1993 through 1995 have resulted in a preliminary finding that the
Company owes additional taxes and interest amounting to approximately $3.9
million. Although it is reasonably possible the Company may incur a loss upon
conclusion of this claim, the Company believes that adequate tax payments have
been made and accruals recorded for all years and that this matter will, when
resolved, not have a significant material adverse effect on the Company's
financial condition or results of operations.

         The Company is a party to various legal actions which arose in the
normal course of business. In the opinion of management and its legal advisors,
the ultimate disposition of these matters will not have a material adverse
effect on the financial condition or results of operations of the Company.

         The Company has purchase commitments with at least two of its suppliers
for approximately $17 million in graphics and memory chips. The ultimate value
of these commitments to the Company is dependent on the Company's ability to
sell its graphics add-on card in fiscal 1998. It is reasonably possible that the
Company may not fulfill its sales projections for this product and therefore
these commitments may have a material adverse effect on the Company's results of
operations.

NOTE     6.  REPURCHASE OF COMMON STOCK

         On November 24, 1997, the Company repurchased from a single shareholder
approximately 1.2 million shares of its outstanding common stock for a cash
price less than the then market price, or approximately $2.4 million. These
shares have been retired.




                                      -7-


<PAGE>   8


ITEM 2:      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
             RESULTS OF OPERATIONS


RESULTS OF OPERATIONS:

         The Company's common stock price may be subject to significant
volatility. For any given quarter, a shortfall in the Company's announced
revenue or earnings from the levels expected by those who trade in the Company's
stock could have an immediate and adverse effect on the trading price of the
Company's common stock. The Company may not learn of, or be able to confirm,
revenue or earnings shortfalls until late in the quarter or following the end of
the quarter. In general, the Company participates in a very dynamic high
technology industry which can result in significant fluctuations in the
Company's common stock price at any time.

         Except for the historical information contained herein, the matters
discussed in this Form 10-Q are forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A
of the Securities Act of 1933, as amended, that involve risks and uncertainties,
including the rate of orders for the Company's products, the timely availability
and acceptance of new products, changes in management of the Company,
difficulties experienced by the Company with respect to hiring and retaining
qualified personnel, the impact of competitive products and pricing, the impact
of the Company's efforts to implement its evolving long-term strategy and the
other risks detailed below including, without limitation, the risks described in
the section labeled "Factors That May Affect Future Results," and the risks
described from time to time in the Company's other reports filed with the
Securities and Exchange Commission. The actual results that the Company achieves
may differ materially from any forward-looking projections due to such risks and
uncertainties. Words such as "believes," "anticipates," "expects," "future,"
"intends," and similar expressions are intended to identify forward-looking
statements but are not the exclusive means of identifying such statements.

FACTORS THAT MAY AFFECT FUTURE RESULTS

         Micronics Computers, Inc. operates in a rapidly changing environment
that involves a number of risks, some of which are beyond the Company's control.
The following discussion highlights some of those risks.

         The Company's operating results are subject to quarterly and other
fluctuations due to a variety of factors, including the volume and timing of
orders received, potential cancellation or rescheduling of orders, competitive
pressures, availability and cost of component parts and materials from the
Company's suppliers, adequate forecasting of the mixed product demand due to
production lead times, the timing of new product announcements and introductions
by the Company or its competitors, changes in the mix of products sold, research
and development expenses associated with new product introductions, the timing
and level of development costs, market cyclical nature of the semiconductor
industry and economic conditions generally or in various geographic areas and
the Company's ability to develop new product features.

         In recent quarters, the Company has experienced declining net sales and
has incurred lower gross margins as a result of competitive pressures and the
effects of the loss of and slowing order rate from its major OEM and government
customers. The Company's ability to reduce the trend of declining net sales,
which have yielded net losses, is dependent on several factors including
increased order rates for the Company's products, successful and timely
development and market acceptance of the Company's next generation products, the
availability of qualified sales and engineering personnel and successful
competition with the Company's competitors on a price, service and performance
basis. Many of these factors are not within the Company's control, and if order
rates for the Company's products fail to increase, if the Company's next
generation products are not successfully and timely developed and accepted by
the Company's customers, or if the Company cannot successfully compete with its
competitors, many of whom have substantially greater resources than the Company,
the Company's net sales will continue to decline. To the extent that the Company
is unable to offset such sales declines with cost reductions, recurring losses
are likely. The Company cannot at this time foresee when it will again reach
profitability, if at all.




                                      -8-

<PAGE>   9


         Many of the Company's technical employees are critical to its success.
The loss of one or more of these employees could have a materially adverse
effect on the Company's operations. The demand for key technical employees in
the industry, and especially in the Silicon Valley, has become very intense.
Companies have been luring away key employees with very attractive offers. The
Company has lost, from time to time, some of its talent to this intense
competition, and there can be no assurance that the Company will be able to hire
and retain its key talent due to this intense competition.

         The Company has had several personnel changes in other areas of the
organization. The Company tries to find the best talent available; however, new
employees have a ramp-up time to understand and learn the Company's products,
build customer relationships, and manage administrative activities. These
changes could have a negative impact on the Company's future sales and
profitability.

COMPARISON OF RESULTS

         NET SALES Net sales were $10.9 million for the three months ended March
31, 1998, a decrease of 55% from $24.3 million for the similar period ended
March 31, 1997. Net sales for the six months ended March 31, 1998 were $30.3
million, down 50% from $60.5 million through last year's second quarter. The
reduction in revenue from the prior year's three-month and six-month periods is
primarily the result of a decline in unit sales of motherboards in the OEM
channel to Micron Electronics, Inc., maturation of the Company's products in the
motherboard business and declining average selling price (ASP). The Company does
not presently expect sales to Micron to return to historical levels. The revenue
decline is partially offset by an increase in unit sales for the Righteous 3D(R)
add-in card marketed by the Company through its wholly-owned subsidiary, Orchid
Technology and by sales of motherboards to a new OEM customer.

         The Company anticipates that the aggregate dollar value of motherboard
sales may further decline during the quarter ending June 30, 1998 (the third
quarter of fiscal 1998) over sales reported for the second quarter and that
sales of the Company's multimedia graphics accelerator add-in cards may increase
during the same period.

         The Company attempts to minimize sales price erosion by continually
shifting its product mix to newer products based upon more powerful
microprocessors, higher clock speeds, faster bus architectures and other
advanced features for which the Company can often realize higher prices.
However, several of the Company's current products are end-of-life products.
Future revenue will depend on the level of sales to existing major customers,
the ability to sign on new customers, the mix of products developed and sold by
the Company, the ability of the Company to obtain key components on a timely
basis and the Company's ability to maintain unit prices despite competitive
pressures.

         The Company's customers are in the computer industry, which is subject
to rapid technological change, product obsolescence and intense price
competition. The factors affecting the computer industry in general, and the
Company's major customers in particular, could have a material adverse effect on
the Company's results of operations.


         COST OF SALES/GROSS PROFIT The Company's gross profit as a percentage
of net sales was 4.4% and 8.8% for the three months ended March 31, 1998 and
March 31, 1997,respectively. The gross profit margin percentage for the six
months ended March 31, 1998 was 10.0% compared to 11.3% for the same period in
the prior year. The lower margin in the second quarter of fiscal 1998 is
primarily related to the writedown of inventory to the lower of cost or market
and reserves for end-of-life products.

         OPERATING EXPENSES Operating expenses for the second quarter ended
March 31, 1998 decreased 30% or $1.5 million to $3.6 million from $5.1 million
for the comparable quarter in the prior fiscal year. For the first six months of
fiscal 1998, operating expenses of $7.1 million were $2.7 million lower than
$9.8 million for the same period of the prior year. Research and development
expenses decreased $.2 million, selling and marketing expenses decreased $1.4
million while general and administrative expenses increased $.1 million for the
three months ended March 31, 1998 compared to the second quarter of the prior
year. For the six-month period, research and development expenses decreased $.6
million, selling and marketing expenses decreased $2.1 million and general and
administrative expenses remained unchanged. The reduction in operating expenses
for the three- and six-month periods is due primarily to lower salary and
benefit expenses associated with the reduction in employee headcount and lower
overhead costs due to the continued consolidation of functional groups within
the Company and its subsidiaries. The significant decrease in selling and
marketing expenses in the second quarter of the current fiscal year compared to
the same period of the prior year is due primarily to expenses incurred in the
prior year related to expanding sales and marketing efforts in the distribution
and international sales channels.





                                      -9-
<PAGE>   10

            INTEREST AND OTHER INCOME AND EXPENSE Interest income of $242,000
for the second quarter ended March 31, 1998 declined 17% compared to $292,000
for the comparable prior year period and decreased 17% to $494,000 for the six
months ended March 31, 1998 compared to $597,000 for the same period in the
prior year. Last year's invested balances were slightly higher for both the
three-month and six-month periods and included income of $44,000 from the
exercise of the Osborne put option.

         PROVISION FOR INCOME TAXES The Company recorded no income tax expense
in the second quarters and six-month periods ended March 31, 1998 and March 31,
1997. The Internal Revenue Service examinations of the Company's tax returns for
years 1993 through 1995 have resulted in a preliminary finding that the Company
owes additional taxes and interest amounting to approximately $3.9 million.
Although it is reasonably possible the Company may incur a loss upon conclusion
of this claim, the Company believes that adequate tax payments have been made
and accruals recorded for all years and that this matter will when resolved not
have a significant material adverse effect on the Company's financial condition
or results of operations.


LIQUIDITY AND CAPITAL RESOURCES:

         Working capital at March 31, 1998 was $24.2 million, down $5.4 million
from $29.6 million at September 30, 1997. The decrease in working capital was
primarily due to losses in the first two quarters of the fiscal year and the use
of approximately $2.4 million to repurchase Micronics common stock from a single
shareholder.

         At March 31, 1998, the Company's principal sources of liquidity
included $20.4 million of cash and cash equivalents and short-term
interest-bearing financial instruments.

         Management believes existing cash and cash equivalents and short-term
investments will provide sufficient funds to meet the Company's operating and
capital requirements over the next twelve months.


ITEM 3:  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Not Applicable






                                      -10-

<PAGE>   11

                           PART II - OTHER INFORMATION


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

         The Company's Annual Meeting of Stockholders was held on April 20, 1998
at the Company's headquarters in Fremont, California. Of the 12,902,565 shares
outstanding as of the record date, 11,266,673 shares were present or represented
by proxy at the meeting. The following matters were submitted to a vote of
security holders:

(1) To elect the following to serve as a Director of the Company:


<TABLE>
<CAPTION>
                                           Votes in Favor     Votes Withheld
                                           --------------     --------------
<S>                                          <C>               <C>      
       William E. Shelander                   8,516,793         2,749,880
       Charles J. Hart                        8,517,343         2,749,330
       Diane Simon                            8,513,443         2,753,230
       Jim Timmins                            8,510,343         2,718,330
</TABLE>


(2) To approve the adoption of the 1998 Equity Incentive Plan:

<TABLE>
<CAPTION>
                                                                         Votes
                                                                       ---------
<S>                                                                    <C>      
Votes for:                                                             1,845,332
Votes against:                                                         3,687,241
Votes abstaining                                                          76,127
Broker non-votes                                                       5,657,973
</TABLE>


(3) To ratify the selection of KPMG Peat Marwick LLP as the Company's principal
independent auditors:

<TABLE>
<CAPTION>
                                                                         Votes
                                                                       ---------
<S>                                                                    <C>    
Votes for:                                                             9,925,447
Votes against:                                                           890,526
Votes abstaining:                                                        450,700
Broker non-votes                                                               0
</TABLE>


ITEM 5:  OTHER INFORMATION

         Effective February 6, 1998, the Company changed its principal officers.
Charles J. Hart was appointed Chief Executive Officer, President and a director
of the Company. Mr. Hart replaces interim President Fred Dietrich and interim
Chief Executive Officer Bill Shelander. Mr. Shelander continues as Chairman of
the Board of the Company.

ITEM 6:           EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits.

                  10.01       Employment Agreement with Charles J. Hart

                  27.01       Financial Data Schedule





                                      -11-

<PAGE>   12

                                   SIGNATURES

Pursuant to the requirements 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.


                                           Micronics Computers, Inc.
                                           -----------------------------------
                                           Registrant



Date:  May 8, 1998                         /s/Bill R. Finley
     -----------------------               -----------------------------------
                                           Bill R. Finley
                                           Duly Authorized Officer,
                                           Vice President, Finance and
                                           Chief Financial Officer













                                      -12-
<PAGE>   13

                                 Exhibit Index

Exhibit 
Number          Description
------          -----------


 10.01          Employment Agreement with Charles J. Hart

 27.01          Financial Data Schedule




                                      -13-