<PAGE>
 
                    U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                  Form 10-KSB
 
(Mark One)
    [X]       ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
              SECURITIES EXCHANGE ACT OF 1934 [Fee Required]
 
                    For the fiscal year ended      June 30, 1996
                                               -----------------------
 
    [ ]       TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
              THE SECURITIES EXCHANGE ACT OF 1934 [No Fee Required]
 
                   For the transition period from _________ to _________
 
                        Commission file number   0-14068
                                               -------------------------

                               MEMRY CORPORATION
    --------------------------------------------------------------------
                (Name of small business issuer in its charter)
 
          Delaware                                      06-1084424
----------------------------------          ----------------------------------
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)

57 Commerce Drive, Brookfield, CT                            06804
--------------------------------------             --------------------------
(Address of principal executive offices)                 (Zip Code)

Issuer's telephone number         (203) 740-7311
                              ------------------------

Securities registered under Section 12(b) of the Exchange Act:
 
     Title of each class      Name of each exchange on which registered
 
        None                                  None
---------------------------   -----------------------------------------

Securities registered under Section 12(g) of the Exchange Act:

                 Common Stock, par value $.01 per share
       -----------------------------------------------------------
                           (Title of class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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  
                                                               ----     ----  

Check if no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is contained in this form, and no disclosure will 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-KSB or any
amendment to this Form 10-KSB.  [ ]

Consolidated revenues of the issuer for the fiscal year ended June 30, 
1996 were $_________.

The aggregate market value of voting stock held by non-affiliates of the
registrant was approximately $14,310,400 on June 28, 1996 based upon the
average of the bid and asked prices on that date.

The number of shares of Common Stock outstanding as of June 30, 1996:
12,977,854.   All references to numbers of shares of Common Stock contained
herein with respect to periods prior to August 8, 1994 give effect to the one-
for-ten reverse stock split of the Company's Common Stock (the "Reverse Split")
effected on August 8, 1994.

Documents Incorporated by Reference.  Memry Corporation's 1996 Proxy Statement
-----------------------------------                                           
to be filed with the Commission within 120 days after June 30, 1996, is
incorporated by reference in Part III of this Form 10-KSB.

                 Transitional Small Business Disclosure Format
                 ---------------------------------------------

                                    Yes  ____    NO     X
                                                      -----

Omitted Disclosure Items. This Form 10-KSB omits consolidated revenues of the
------------------------
issuer for the fiscal year ended June 30, 1996 on the cover page, "Item 6.
Management Disclosure and Analysis or Plan of Operation" and "Item 7. Financial
Statements" which will be filed within fifteen days after the prescribed due
date hereof, pursuant to Rule 12b-25 promulgated under the Securities Exchange
Act of 1934, as amended.
<PAGE>
 
                                     PART I

Item 1.  DESCRIPTION OF BUSINESS

Memry Corporation (referred to as "Memry" or the "Company"), a Delaware
corporation incorporated in 1981, is primarily engaged in the business of
developing, manufacturing and marketing materials, components and products
utilizing the properties exhibited by shape memory alloys (the "Memry Segment").
In addition, the Company is engaged in the manufacturing and marketing of metal
parts and components machined on screw machines and smaller metal working
machines (the "Wright Machine Segment").  The Company's principal executive
offices are located at 57 Commerce Drive, Brookfield, Connecticut 06804, and its
telephone number at such address is (203) 740-7311.

On June 28, 1996, the Company acquired from Raychem Corporation, a Delaware
corporation located in Menlo Park, California ("Raychem"), the assets comprising
Raychem's nickel-titanium product line.  Said acquired business is described in
more detail below under the heading "-- Memry Segment -- Operating Divisions."

                                 MEMRY SEGMENT

SHAPE MEMORY EFFECT
-------------------

Shape memory alloys ("SMAs") possess the ability to change from one shape to
another in response to thermal changes, as well as the ability to return to
their original shape following deformations substantially greater than
deformations from which conventional materials can recover.  This ability
results from the transformation of the structure of the SMA from one crystalline
form to another in reaction to thermal changes.  It is not related to the normal
thermal expansion and contraction properties of most materials.  Due to the
crystalline structure change taking place, SMAs are also able to produce forces
many times greater than forces caused by thermal reactions in items such as bi-
metallic elements.  SMAs are capable of producing both force and motion at
predetermined temperatures in order both to control and to drive various types
of devices.

The major defining properties of SMAs with which the Company works are their
"super-elasticity" and their ability to demonstrate both a "one-way" memory and
a "two-way" memory.  Unlike an ordinary metal, certain SMAs are capable of fully
recovering their shape after being deformed as much as five percent, and of
performing this recovery on a repeated basis.  This is more than 50 times the
recovery ability of ordinary metals.  This "superelasticity" feature has
applications for surgical instruments and devices, the hitting surface on golf
clubs, orthodontic apparatus, cellular telephone antennae and other devices.
When an actuator (a device that causes action or motion) is required to perform
just a single actuation, it is processed to return to and permanently retain its
original shape when it reaches its actuation temperature, a procedure referred
to as imparting "one-way" memory.  One-way memory applications include
fasteners, couplings and sealing devices.  "Two-way" memory refers to the
processing of a material so that it has its original shape at one temperature
and other shapes at different temperatures.  The cycle of shape changes can (if
the actuator is so processed) be made to repeat almost indefinitely in response
to
<PAGE>
 
temperature changes.  SMA actuation temperatures can be set from approximately -
100 degrees C (-150 degrees F) to 200 degrees C (392 degrees F).  Two-way memory
applications include products and devices which rely upon the SMA to actuate a
mechanism at a predetermined temperature and reverse the action at another
temperature on a repeated basis, such as various types of valves, circuit
breakers and electronic connectors.

OPERATING DIVISIONS
-------------------

Due to the Company's June 28, 1996 acquisition of Raychem's nickel-titanium
product line (referred to at times herein as the "Raychem Acquisition"), the
Company has restructured its Memry Segment.  "Memry West," consisting of most of
the business acquired from Raychem, manufactures semi-finished materials
utilizing SMAs and, through Raychem, sells such materials into various
industrial electronic, automotive and medical markets.  "Memry East," which
prior to the Raychem Acquisition constituted the entire Memry Segment, engages
in the manufacture and sale of finished assemblies and products utilizing SMAs
into the medical, industrial and consumer markets, as well as performing funded
research and product development activities.

        A.  MEMRY WEST

On June 28, 1996, the Company acquired Raychem's nickel-titanium product line.
This business utilized inventory, leasehold improvements, machinery and
equipment and patent and other intellectual property rights to manufacture and
sell SMAs primarily composed of nickel-titanium.  Prior to the Raychem
Acquisition, Raychem was both a supplier of nickel-titanium SMAs to the Company
and a competitor in certain markets (particularly in the medical market for
finished components).  The acquired business differed from that of the Company,
however, in that where the Company's Memry Segment had historically specialized
in the manufacture of finished products and components, Raychem specialized more
in the manufacture of semi-finished materials used by original equipment
manufacturers ("OEMs").  Not surprisingly, therefore, the point at which Memry
and Raychem most competed was at the level of components sales to OEMs,
particularly in the medical industry.  The leased facility, inventory, machinery
and equipment, leasehold improvements and know-how purchased from Raychem now
constitute Memry West (except that, as discussed below under "-- Memry East,"
Raychem's operations relating to the finishing of materials into components for
sales to United States Surgical Corporation will be relocated to Memry East
prior to December 31, 1996, and is included within the discussion of Memry
East).

Memry West, located in Menlo Park, California, is engaged in the processing and
manufacture of SMAs, the vast majority of which result in the sale of custom
designed semi-finished materials  used by OEMs.  Memry West sells semi-finished
SMAs in three basic forms:  wire, strip and tube.   To a lesser degree, Memry
West also sells subcomponents to OEMs, including helical and strip actuators,
patented locking rings for electronic connectors, coated antenna materials, and
sealing components.  In connection with the Raychem Acquisition, Memry and
Raychem entered into a Private Label/Distribution Agreement pursuant to which
Raychem

                                       2
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was made Memry's exclusive distributor for the acquired product line in certain
specified fields of use for an initial term of five years.  Sales by the Company
to certain customers, including United States Surgical Corporation (as described
below in "-- Memry East"), were excluded, as were any future sales for medical
implant applications.  Therefore, at the present time, substantially all of
Memry West's sales are made to Raychem.  Raychem's largest customers for the
products sold to it are cellular telephone antenna manufacturers who utilize the
superelasticity of SMAs for a more durable antenna.  Raychem's other customers
of Memry West's products include orthodontic manufacturers, who use SMA strip
for braces, medical products and instrument companies, whose uses of the Memry
West's products include catheter guidewire and medical tubing, automotive
manufacturers, who use SMA actuators to control coolant systems and SMA plugs
for high-pressure fuel injector sealant devices, and industrial product
manufacturers who use SMAs for a variety of other uses including electronic
connectors.  In addition, Raychem purchases some of Memry West's semi-finished
materials for its own use.  The sales to Raychem under the agreement are
discounted from the ultimate resale price to OEMs in order to allow Raychem to
recover its sales and marketing expenses and to realize a profit upon resale of
such products to its customers (primarily OEMs).  Because of this relationship,
Memry West does not have any internal sales force.  In addition, Memry West
supplies Memry East with semi-finished materials for processing by Memry East
into finished products and components, much as Raychem sold these materials to
Memry East prior to the Raychem Acquisition.

        B.  MEMRY EAST

Memry East, located in the same facility as the Company's corporate headquarters
in Brookfield, Connecticut, is engaged in (i) the development and manufacture
(and, in the case of proprietary products, marketing) of finished components and
products utilizing SMA materials, and (ii) the conduct of both funded product
research and customer-sponsored development projects.

(i)  Finished Assemblies and Components.  Memry East manufactures and sells
     ----------------------------------                                    
finished assemblies and components for OEMs and also manufactures, sells, and
markets proprietary finished products. While historically the Company has had
more revenues from the sale of its proprietary products than from the sale of
semi-finished materials, assemblies and components to OEMs, both the
consummation of the Raychem Acquisition and the growth in sales of SMA
assemblies to the medical industry have made the materials, assemblies and
components business the greatest part of both the Memry Segment and even Memry
East.

The single largest portion of Memry East's business is selling assemblies and
components to United States Surgical Corporation ("USSC") and other medical
industry OEMs.  The primary item sold by Memry to USSC is an SMA subassembly
used by USSC for endoscopic instruments.  The use of two-way memory SMAs allows
the instruments to be constrained outside the body, inserted into the body in
its constrained form through small passages, to then take a different shape
while inside the body, and then to return to its constrained shape for removal.
While USSC was working with Memry on a number of projects at the time of the
Raychem

                                       3
<PAGE>
 
Acquisition, the bulk of this business represents selling finished medical sub-
assemblies that Raychem manufactured at a separate Menlo Park facility and sold
to USSC.  Memry is currently subleasing a separate facility from Raychem in
which it is continuing to process semi-finished materials into sub-assemblies
for sale to USSC.  This separate facility will be relocated into Memry East's
facility prior to December 31, 1996.  Products and devices being sold to other
medical OEMs include stents, surgical clips, catheter guidance forms and others
using plastic with shape memory properties for orthoscopic procedures.  All of
the Company's major SMA competitors compete with the Company in this market (see
"-- Competition").

In 1992 the United States Golf Association ("USGA"), professional golf's
regulating body in the U.S., modified its rules to allow SMAs to be used for the
hitting surface of golf clubs.  Prior to that time, the Company had developed an
application of certain properties of SMAs for such purpose.  The SMA alloy
allows the energy created when a club strikes a golf ball to be absorbed,
without deformation of the club's shape, to a far higher degree than other
materials used in the golf club industry.  Through an exclusive distribution
arrangement that prevents the Company from selling these products to other golf
club manufacturers and the purchaser from sourcing these components elsewhere,
in fiscal 1996 the Company began selling SMA inserts utilizing a alloy trade
named ZeeMet/(R)/ to the Nicklaus Golf Equipment Company ("Nicklaus").  Nicklaus
inserts these ZeeMet/(R)/ inserts into a new line of wedges and a putter, where
they constitute the hitting surface of such clubs.  The golfing equipment
industry is highly competitive and various manufacturers have in recent years
been developing more and more technical sophistication.  While the Company
believes that the current SMA application, as utilized by Nicklaus, has several
advantages over current competing technology, there can be no assurances that it
will continue to hold such advantages.

In addition to its sales of finished assemblies to OEMs, Memry East currently
manufactures and markets a number of consumer and industrial products utilizing
SMAs. The Company's two principal proprietary products are the MEMRYSAFE/(R)/
line of temperature-actuated water flow reduction products and the
ULTRAVALVE/TM/ electronic combination shower/tub mixing valve. In addition, the
Company manufactures and markets the FIRECHECK/TM/ line of industrial fire
safety valves, but has not yet derived any material amount of revenues
therefrom.

The MEMRYSAFE/(R)/ products provide protection from accidental scalding in
showers, bathtubs and sinks by instantly restricting the flow at the point of
outlet prior to the onset of a scalding condition.  The Company sells this
product to distributors for sales as retrofit products into the retail market,
to OEMs as components and, through sales agents, to governmental authorities for
installation in governmental housing.  While the majority of sales of the
MEMRYSAFE/(R)/ products are being made in North America, distribution is also
underway in Canada, Australia and New Zealand.  Retail prices in the U.S. range
from $7.89 to $24.99.  The Company is aware of only one directly competitive
product in the U.S. and another in Australia.  However, the primary competition
for the product comes from major U.S. plumbing manufacturers who market and sell
conventional thermostatic and pressure balanced mixing valves.  Sales to

                                       4
<PAGE>
 
date have fallen short of the Company's expectations, presumably due to lack of
consumer awareness of the product.  Nonetheless, the Company believes that these
alternative products are more expensive to manufacture and install and less
effective in protecting the user from burns.

The Company has been selling the micro-processor controlled ULTRAVALVE/TM/
shower and bath valve since June of 1990. Because it combines the safety and
comfort of a thermostatic mixing valve with the ease and accuracy of a computer-
controlled temperature setting, the Company believes that its ULTRAVALVE/TM/
systems have clear performance advantages over the other premium competing
products on the market today. In addition, the ULTRAVALVE/TM/ system
incorporates the Company's patented anti-scald protection. The ULTRAVALVE/TM/
system is assembled at Memry East with certain components purchased from outside
vendors. In May 1995, the Company entered into a three year agreement with
American Standard, Inc., whereby American Standard became the exclusive marketer
and distributor of the ULTRAVALVE/TM/ product line in the United States. The
Company has retained the right to market the products outside of the United
States. American Standard markets the products in the U.S. under both the
American Standard and the Ideal Standard brand names. Due to American Standards'
delay in launching the product, sales of ULTRAVALVE/TM/ products to American
Standard have fallen short of the contractual mandated minimum purchase
requirements for American Standard and product sales still have not achieved a
substantial volume. The primary competition for this product line are the 
higher-end pressure-balanced valves manufactured and sold by most major U.S.
plumbing companies and thermostatic valves manufactured by selected European
companies such as F. Grohe.

(ii) Customer Sponsored Development Projects and Funded Product Research.  In
     -------------------------------------------------------------------     
addition to the manufacture and sale of commercialized components and products,
Memry East is also engaged in both sponsored development projects in which the
Company designs, manufactures and sells prototype components and products to
customers, and funded product research.

Memry East is currently working on a number of programs to develop SMA
components for OEM customer's products.  The Company will accept customer-
sponsored development contracts when management believes that the customer is
likely to order a successfully developed component or product in sufficient
quantity to justify the allocation of the engineering resources necessary.
Generally under such programs, the identity of the customer is confidential; the
data, inventions, patents and intellectual property rights which specifically
relate to the SMA component are either owned by the customer, or in several
instances shared between the Company and the customer; data, inventions,
patents, and intellectual property rights pertaining to the SMA technology that
do not specifically relate to the customer's product are to be owned in all
cases by the Company.  The largest such projects that Memry East is currently
working on include superelastic eyeglass frames under development with a major
U.S. eyewear manufacture and a specialized coolant valve for high performance
commercial aviation jet engines in conjunction with a major aerospace company.
In addition, the Company has only recently completed the development of a three-
way line valve

                                       5
<PAGE>
 
for a Canadian utility company intended for use in an off-peak residential
electric water heater system.  Because the decision as to when a program is
complete and ready for commercialization belongs to the customer, and not to the
Company, the Company is not able to accurately predict if or when any products
developed in this type of program will come to market.  In fact, the Company has
worked on this type of development projects for a number of years and, with the
exception of the sales that are now being made by Memry West for components for
a proprietary sealing system for high pressure fuel injectors that were
developed by Memry East and the customer in such a program, the Company does not
yet have any material sales of commercialized products or assemblies that have
arisen from these programs.

Memry East is also involved in a number of customer and government sponsored
research programs in which the Company gets paid not for the sale of products
but for performing the research.  The Company will continue to pursue funded
development programs which advance the Company's knowledge of shape memory
materials and/or demonstrate clear potential for commercialization.  Projects
undertaken by the Company in the last few years include a National Institute of
Health program to study the use of super-elastic titanium-based alloys as
replacement for the current nickel-based alloys used in orthodontic procedures,
a United States Air Force program for the development of SMA-based reusable lock
nuts, and a program with the National Aeronautical and Space Administration for
the development of shroud rings in the compressor sections of small jet
turbines.  The largest ongoing development program is with McDonnell Douglas for
the development of SMA actuated control surfaces on advanced helicopter blades.
Research contracts with the U.S. Government are subject to termination or
renegotiation by the U.S. Government pursuant to standard government procurement
contract terms.

SUPPLIERS
---------

The principal raw material used by the Memry Segment is SMA alloys.  The Company
expects to be able to continue to acquire, from several sources, shape memory
alloys in sufficient quantities for its needs.  While the Company relies heavily
on outside suppliers for its non-SMA components of finished products, the
Company also does not anticipate any difficulty in continuing to obtain non-SMA
raw materials and components necessary for the continuation of the Memry
Segment's business.

COMPETITION
-----------

The Company has competition on two levels:  technological competition by other
SMA processors, who compete with the Memry Segment mostly on the sale of semi-
finished materials (i.e., mostly with Memry West) and components (i.e., mostly
with Memry East), and end product competitors who compete with the Company in
the sale of the Memry Segment's finished products (i.e., who compete with Memry
East).  Competition with respect to Memry East's two major finished product
lines and two major component lines are discussed above.  See "-- Operating
Divisions --  Memry East."  Technologically, there are several major U.S.,
Japanese and European companies engaged in the supply or use of SMAs, some of
which have substantially greater resources than the Company.  Within the U.S.,
the

                                       6
<PAGE>
 
two major SMA alloy suppliers to both the Company and the industry as a whole
are Teledyne and Special Metals Corporation.  Each of these companies has
substantially greater resources than the Company and could determine that it
wishes to compete with the Company in the Company's markets.  Special Metals has
in fact become a competitor of Memry West for semi-finished wire and strip
materials.  Japanese competitors include Furakawa Electric Co., Sumitomo Co. and
Tokin Co., all of which produce SMAs and sell to users in Japan and
internationally.  The principal European competitors are AMT, a unit of the
SwissMetal group of companies, and G. Rau, a German company.  Within North
America, the Company believes that it is the largest single processor of SMAs,
accounting for approximately 35% of all SMA usage.  The Company believes that
Beta Group, Inc., and its subsidiary Nitinol Devices Company, are the next
largest, followed by Flexmedics, Nitinol Medical Technology and SMA
Applications, Inc.

The Company intends to compete, and advance its position, based upon its
worldwide sales and distribution alliance with Raychem Corporation, its
proprietary alloy positions, and its knowledge of the processing parameters of
the alloys and unique design and assembly capabilities, particularly in the
medical instrument and valuing fields.  While price and production capability
are obviously important, the Company believes that it competes mostly on
technological capabilities in the Memry Segment.


                             WRIGHT MACHINE SEGMENT

The Company's Wright Machine Segment consists of Wright Machine Corporation
("Wright"), a wholly-owned subsidiary of the Company with a 120-year history as
a New England manufacturer of screw machine and taper pin products.  Wright
provides these products to OEMs in the plumbing, electrical, electronic, fire
protection, valve, appliance and automotive markets through both direct sales
accounts and three manufacturers' representatives.  Within the overall activity
of Wright, it has three basic business segments:  (i) the manufacture of
threaded rings for the plumbing industry; (ii) the manufacture of predominantly
brass parts on screw machines ranging in size between 1.5 inches to 2.5 inches;
and (iii) the manufacture of custom and standard taper pins, most of which are
made of various grades of stainless and carbon steel.

CUSTOMERS AND SUPPLIERS
-----------------------

Wright sells its products to OEM's in the plumbing, electrical, electronic, fire
protection, valve, appliance and automotive markets.  The majority of Wrights's
customers are located within a 300 mile radius of Wright's factory in Worcester,
Massachusetts.  However, Wright services customers throughout the United States.
In fiscal 1996, Wrights's ten largest customers accounted for 49% of its total
revenues. Obviously, the loss of one or more of these customers would have a
material adverse effect on Wright's operations.

Wright buys free cutting brass rod and hollow brass tube at market prices direct
from producers and other suppliers.  Stainless and other steel supplies are
provided by a large number of suppliers.  These

                                       7
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materials are all available from numerous sources and Wright does not anticipate
any difficulties in being able to acquire any of such materials.

COMPETITION
-----------

Wright's competition comes from other screw machining job shops, primarily on
the East Coast (in proximity to most of Wright's customers) and, frequently, the
customer's own internal machining capacity.  The primary measures of
competitiveness are price, quality and delivery, with price frequently being the
most important.  There has been a significant contraction in Wright's industry
over the past few years, resulting in fewer but more able competitors.

Wright has enacted major cost reduction measures in both the spring of 1994 and
again in the spring of 1996 in order to become more cost competitive with its
competitors.  However, liquidity constraints over the last few years have
adversely affected Wright's ability to obtain timely deliveries of raw
materials, thus making Wright less competitive as to delivery and resulting in
diminished orders from customers and revenues.  In addition, several of the
machine shops and many internal screw machine facilities with which Wright
competes have greater financial strength and similar production capabilities.

                             PATENTS AND TRADEMARKS

As part of the Raychem Acquisition, the Company acquired five U.S. patents, as
well as a variety of foreign patents and domestic and foreign patent
applications, relating primarily to the production and utilization of nickel-
titanium alloys having shape memory effect. While these acquired patents in no
way dominate the entire field of shape memory metals, they do provide the
Company with some competitive advantages in the covered uses. In addition,
notwithstanding the Company's acquisition of these patents and patent
applications as part of the Raychem Acquisition, under certain circumstances the
Company will be required to license the acquired intellectual property back to
Raychem for specified uses. For example, (i) upon the termination of the
private/label distribution agreement between the Company and Raychem, Raychem
will have a non-exclusive perpetual license to utilize these patents to sell
products within specified fields of uses for a specified royalty, and (ii)
Raychem has a non-exclusive, transferable perpetual license to utilize these
patents in connection with certain intellectual property relating to the medical
market that was not acquired by the Company as part of the Raychem Acquisition.

With respect to specific products, the Company has a patent pending for the use
of SMA in the hitting surface of golf clubs.  The Company owns two patents
relating to the SMA scald-protection valves, the last of which expires in the
year 2010.  The Company owns three commercially material U.S. and one Canadian
patent for the ULTRAVALVE/TM/ system.  The Company has filed for patent
protection for the ULTRAVALVE/TM/ system in other countries, including the
European Economic Community.  U.S. patent protection for the ULTRAVALVE/TM/
product expires in 2007.  The Company also holds a variety of other patents
relating to both SMA technology generally and specific products.

The Company's patent rights do not dominate the field of SMA utilization,
although the patents acquired from Raychem do dominate the use of nickel-
titanium alloys having a two-way shape memory effect, although not in the
medical instrument and in-body applications fields.  The Company does not,
however, have specific patent protection for many of its present or presently
proposed products or product components.  The Company's patent rights obviously
do not dominate any specific fields in which the Company sells products (medical
instruments, plumbing products, etc.).  The Company does believe, however, that
various patents provide it with advantages in the manufacture and sale

                                       8
<PAGE>
 
of different products, and that its know-how relating to various SMA alloys
provides the Company with a competitive advantage.

While a U.S. patent is presumed valid, the presumption of validity is not
conclusive, and the scope of a patent's claim coverage, even if valid, may be
less than needed to secure a significant market advantage.  Gaining effective
marketing advantage through patents can require the expense, uncertainty and
delay of litigation.  Although the Company's technical staff is generally
familiar with the SMA patent environment and has reviewed patent searches when
considered relevant, the Company has not requested any legal opinion to
determine whether any of its contemplated products would infringe any existing
patents.

The Company has trademark registrations for the MEMRYSAFE/(R)/, SHOWERGARD/(R)/
and FLOWGARD/(R)/ valves, as well as for the ZeeMet/(R)/ golf club inserts.

                            RESEARCH AND DEVELOPMENT

During fiscal 1996, the Company did not spend any material amounts on "pure" 
research and development (i.e., research and development done by the Company at 
its own cost for purposes of developing future products).  However, the Company 
spent approximately $422,000 on research and development contributing to the 
development of SMA components pursuant to customer and government sponsored 
development arrangements. These research and development costs are borne
directly by the federal government and customers of the Company, as applicable,
and, for purposes of the Company's financial statements, are part of "costs of
goods sold," rather than research and development. By comparison, the Company
spent approximately $300,000 on funded research and development in fiscal 1995,
which amount was also accounted for as "costs of goods sold." The aforesaid
numbers do not include amounts spent by Raychem for research and development in
said fiscal years (approximately $1.88 million in fiscal 1996 and $2.04 million
in fiscal 1995), as these amounts were expended primarily for the development of
intellectual property in the medical applications area that was not sold to
Memry as part of the Raychem acquisition.

                                   EMPLOYEES

As of June 30, 1996 (and giving effect to the employees hired in connection with
the Raychem Acquisition which was consummated on June 28, 1996), the Company and
its subsidiary had seventy-six full-time and two part-time employees.  Of the
full-time employees, thirteen were executive or management personnel and three
were science and research personnel. Thirty of the full-time employees and
none of the part-time employees were employed by Wright. In addition, pursuant
to a transitional services agreement entered into with Raychem as part of the
Raychem acquisition, Raychem was as of such date supplying Memry, on a temporary
basis at Memry's cost, with the use of two Raychem employees. The Company
anticipates replacing such temporary workers by January of 1997 through a
combination of temporary and permanent employees working out of both Memry West
and Memry East. None of the employees is represented by collective bargaining
units.

                                       9
<PAGE>
 
Item 2.  DESCRIPTION OF PROPERTY

The Company has a lease, which was renewed as of September 30, 1995, for a term
to expire on September 30, 2000, for office and manufacturing space located at
57 Commerce Drive, Brookfield, Connecticut 06804.  The premises have a floor
area of approximately 21,350 square feet, of which approximately 5,500 square
feet is used by the Company for general administrative, executive, and sales
purposes, and approximately 11,350 square feet is used for manufacturing and
research and development operations.  The lease provides for an average annual
base rental of approximately $135,000.

The Company has a lease, for a term to expire on September 30, 1998, for office
and manufacturing space located at 4065 Campbell Avenue, Menlo Park, California
94025.  These premises, formerly used by Raychem, are the headquarters of the
Company's west coast operations.  These premises have a floor area of
approximately 28,032 square feet, which is used by the Company for
manufacturing, warehousing, general administrative and research and development
operations.  The lease provides for monthly base rental of $20,743.68, subject
to adjustment in April of 1997 for increases in the consumer price index.  The
Company also has a lease, through December 31, 1996, for 3,300 square feet of
laboratory and manufacturing space at 220 Jefferson, Menlo Park, California
94025.  This space is leased to the Company by Raychem with base rent waived for
its term.  The space is primarily used as an environmentally controlled area
("clean room").  The Company intends to relocate this clean room to its
Brookfield headquarters when this lease expires.

Wright owns approximately 2.9 acres of land, together with manufacturing and
office facilities, located at 69 Armory Street, Worcester, Massachusetts.  Three
buildings have an aggregate floor area of approximately 85,000 square feet, of
which approximately 5,000 square feet is used for general administrative,
executive, and sales purposes, and the remainder for manufacturing screw machine
and taper pin products.  The property is subject to a mortgage in favor of the
Company's and Wright's principal lender, which secures a loan to the Company and
Wright.  See "Management Discussion and Analysis or Plan of Operations" and
the note to the Financial Statements entitled "Subsequent Events" for a
discussion of the status of the mortgage loan.

Management believes that the existing facilities of the Company and Wright are
suitable and adequate for their present needs and that additional facilities
will be readily available if needed.  Management also believes that the
properties are adequately covered by insurance.

Item 3.  LEGAL PROCEEDINGS

The Company is involved in various legal proceedings, none of which are believed
to involve a claim for damages exceeding 10% of the current assets of the
Company.  Although it is not feasible to predict the outcome of any such
proceedings, or any claims made against the Company, the Company does not
anticipate that the ultimate liability, if any, in any such proceeding will
materially affect the Company's financial position, results of operation or
liquidity/cash flows.

                                       10
<PAGE>
 
Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.


                                    PART II

Item 5.   MARKET FOR THE COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company's Common Stock is traded on the OTC Bulletin Board (through which
various market dealers make the market of the Company's Common Stock and trades
are reported through what is commonly known as the "pink sheets") under the
symbol MRMY.  Prior to August 8, 1994, the Company's Common Stock was traded
under the symbol MRMT.  On August 8, 1994, the Company effected a one-for-ten
reverse stock split (the "Reverse Split") of its Common Stock.  It should be
noted that all references to Common Stock (both number of shares and per share
prices) have been adjusted to reflect the Reverse Split.  On June 30, 1996,
there were 1,505 holders of record of the Company's Common Stock.

The following table sets forth, for the periods indicated, the quarterly high
and low representative bid quotations for the Company's Common Stock as reported
by the National Quotations Bureau.  Quotations reflect inter-dealer prices,
without retail mark-ups, mark-downs, or commissions, and may not necessarily
represent actual transactions.

<TABLE>
<CAPTION>
 
Fiscal year ended
     June 30                1996                          1995
-------------------        -----                          ----        
                     High         Low                High       Low
                     ----         ---                ----       ---

<S>                  <C>          <C>              <C>        <C>
1st Quarter          $0.94        $0.53             $2.50       $1.00 
2nd Quarter           0.91         0.44             1.88         0.75
3rd Quarter           1.13         0.50             1.69         0.50
4th Quarter           2.13         0.88             1.38         0.63
 
</TABLE>

The Company has never paid a cash dividend on its Common Stock and the Company
does not contemplate paying any cash dividends on its Common Stock in the near
future.

By letter agreement dated May 22, 1995 between Harbour Holdings Limited
Partnership ("Harbour") and the Company, Harbour agreed to accept the issuance
to it by the Company of 747,500 shares of Common Stock as payment in full of
declared, accrued and unpaid dividends in the amount of $598,000 that accrued
prior to June 30, 1993 with respect to shares of Series A Preferred Stock and
Series B Preferred stock held at such time by Harbour.

Pursuant to the Company's August 9, 1996 loan agreement with its principal
lender, the Company is prohibited from declaring or paying any dividends, or
making a distribution to its stockholders, until the termination of such
agreement and the repayment of all amounts due to such lender.

                                       11
<PAGE>
 
Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Management's Discussion and Analysis will be filed within fifteen days after the
prescribed due date hereof, pursuant to Rule 12b-25 promulgated under the
Securities Exchange Act of 1934, as amended.

Item 7. FINANCIAL STATEMENTS

Financial Statements will be filed within fifteen days after the prescribed due
date hereof, pursuant to Rule 12b-25 promulgated under the Securities Exchange
Act of 1934, as amended.

Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

None that have not been previously reported, as that term is defined in Rule 
12b-2 promulgated under the Securities Exchange Act of 1934, as amended.

                                    PART III

Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
        COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

The information required by this Item is incorporated herein by reference to the
sections entitled "Proposal No. 1 - Election of Directors," "-Executive Officers
of the Company" and "-Section 16(a) Beneficial Ownership Reporting Compliance"
of the Company's Definitive Proxy Statement to be filed with the Commission
within 120 days after June 30, 1996.

Item 10.  EXECUTIVE COMPENSATION

The information required by this Item is incorporated herein by reference to the
sections entitled "Proposal No. 1-Election of Directors-Compensation of
Directors" and "-Executive Compensation" of the Company's Definitive Proxy
Statement to be filed with the Commission within 120 days after June 30, 1996.

Item 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information required by this Item is incorporated herein by reference to the
section entitled "Security Ownership of Certain Beneficial Owners and
Management" of the Company's Definitive Proxy Statement to be filed with the
Commission within 120 days after June 30, 1996.

Item 12.  CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS

The information required by this Item is incorporated herein by reference to the
section entitled "Proposal No.1 -Election of Directors-Certain Relationships and
Transactions" of the Company's Definitive Proxy Statement to be filed with the
Commission within 120 days after June 30, 1996.

                                       12
<PAGE>
 
Item 13. EXHIBITS AND REPORTS ON FORM 8-K

  (a)   Exhibits

        The Exhibits listed in the Index to Exhibits following the Signature
        Page herein are filed as part of this Annual Report on Form 10-KSB.

  (b)   Reports on Form 8-K

        No Form 8-K was filed during the last quarter of the fiscal year ended
        June 30, 1995.  However, a Form 8-K was filed on July 15, 1996 with
        respect to disclosure regarding "Item 2.  Acquisition or Disposition of
        Assets" and "Item 7. Financial Statements and Exhibits," disclosing the
        consummation of the Raychem Acquisition.  On September 13, 1996, the
        Company filed a Form 8-K/A containing the financial statements relating
        to the Raychem Acquisition.

                                       13
<PAGE>
 
                                   SIGNATURES

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


                                            MEMRY CORPORATION


Date:  September 30, 1996                   By: /s/ James G. Binch
     ---------------------                     -------------------
                                               James G. Binch
                                               President, CEO,
                                               Treasurer and
                                               Chairman of the Board

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 and on the dates indicated.

<TABLE> 
<CAPTION> 

Signature                         Title                    Date
---------                         -----                    ----


<S>                         <C>                            <C>
/s/ James G. Binch          President, CEO, Treasurer      September 30, 1996
----------------------                                             
James G. Binch              and Chairman of the Board
                            (Principal Executive Officer)
 

/s/ Wendy A. Gavaghan       Corporate Controller           September 30, 1996
---------------------                                                        
Wendy A. Gavaghan           (Principal Financial
                             Officer)


/s/ Jack Halperin           Director                       September 30, 1996
----------------------                                                       
Jack Halperin


/s/ John A. Morgan          Director                       September 30, 1996
----------------------                                                       
John A. Morgan
</TABLE> 

                                      S-1
<PAGE>
 
<TABLE>
<CAPTION>
                                      Exhibit Index

Exhibit                                                                               Sequential
Number                    Description of Exhibit                                        Page
------                    ----------------------                                      ----------
<S>                      <C>                                                          <C>           
 3.1                     Certificate of Incorporation of the Company, as amended             (9)        
                                                                                                        
 3.2                     By-Laws of the Company, as amended                                  (8)        
                                                                                                        
10.1                     Employment Agreement, dated January 1, 1990,                        (1)        
                         between the Company and Ming H. Wu                                             
                                                                                                        
10.2                     Lease Agreement, dated January 24, 1991,                            (2)        
                         between the Company and Brookfield Commerce,                                   
                         relating to 57 Commerce Drive, Brookfield, CT                                   
 
10.3                     SBIR Contract, dated August 6, 1992, between the                    (4)
                         Company and the U.S. Air Force
 
10.4                     Warrant Issued to Connecticut Innovations,                          (3)
                         Inc. ("CII") as of March 1, 1992
 
10.5                     Employment Agreement, dated September 24,                           (5)
                         1993, between the Company and James G. Binch
 
10.6                     Warrant issued to American Equities Overseas                        (5)
                         Inc., pursuant to Placement Agreement of
                         September 8, 1993
 
10.7                     Warrant issued to American Equities Overseas                        (5)
                         Inc., pursuant to Placement Agreement of
                         November 22, 1993
 
10.8                     Agreement, dated January 25, 1993, between                          (5)
                         the Company and Sciatec, Inc.
 
10.9                     Memry Corporation Stock Option Plan adopted                         (6)
                         as of July 19, 1994                                          
 
10.10                    SBIR Contract dated December 9, 1993 between                        (6)
                         the Company and NASA
 
10.11                    Letter Agreement dated as of October 12, 1994                       (6)
                         between the Company and Harbour Holdings Limited
                         Partnership regarding Series A Preferred stock
                         conversion calculation
 
10.12                    Employee Non-Disclosure Agreement, dated as of                      (6)
                         October 18, 1994, between the Company and
                         James G. Binch
 
10.13                    Employee Non-Disclosure Agreement, dated as of                      (6)
                         January 24, 1994, between the Company and
                         Wendy A. Gavaghan
</TABLE>
<PAGE>
 
<TABLE>
<CAPTION> 
Exhibit                                                                              Sequential
Number                    Description of Exhibit                                     Page
-------                   ----------------------                                     ----------
<S>                      <C>                                                               <C> 
10.14                    Convertible Subordinated Debenture Purchase Agreement,             (9)
                         dated as of December 22, 1994, between the Company and
                         CII
 
10.15                    Escrow Agreement, dated as of December 22, 1994, among             (9)
                         the Company, CII and Finn Dixon & Herling as escrow
                         agent
 
10.16                    Letter Agreement, dated May 22, 1995, between                      (7)
                         Harbour Holdings Limited Partnership and the
                         Company regarding conversion of Series A and
                         Series B Preferred Stock and issuance of shares
                         of Common Stock as payment in full of accrued dividends.

10.17                    Form of Securities Purchase Agreement relating to                  (7)
                         sales of Series G Preferred Stock of Memry Corporation
 
10.18                    First Amendment to Convertible Subordinated Debenture              (7)
                         Purchase Agreement, dated October 11, 1995, between
                         the Company and CII
 
10.19                    First Addendum to Convertible Subordinated Debenture,              (7)
                         dated October 11, 1995, made by the Company and agreed
                         to by CII
 
10.20                    First Addendum to Stock Subscription Warrant (re:                  (7)
                         Warrant No. 94-4), dated October 11, 1995, made by the
                         Company and agreed to by CII
 
10.21                    First Addendum to Stock Subscription Warrant (re:                  (7)
                         Warrant No. 94-5), dated October 11, 1995, made by the
                         Company and agreed to by CII
 
10.22                    First Addendum to Stock Subscription Warrant (re:                  (7)
                         Warrant No. 94-6), dated October 11, 1995, made by the
                         Company and agreed to by CII
 
10.23                    Amendment to Escrow Agreement, dated October 11, 1995,             (7)
                         among the Company, CII and Finn Dixon & Herling as escrow
                         agent
 
10.24                    Second Amendment to Convertible Subordinated Debenture             (9)
                         Purchase Agreement, dated as of June 28, 1996, between
                         Memry and CII
 
10.25                    Second Amendment to Escrow Agreement, dated as of                  (9)
                         June 28, 1996, among Memry, CII and Finn Dixon & Herling
                         as escrow agent
 
10.26                    Amended and Restated Class I Warrant Certificate                   (9)
                         (Warrant Certificate No. 94-4A) issued by the
                         Company to CII
 
10.27                    Amended and Restated Class II Warrant Certificate                  (9)
                         (Warrant Certificate No. 94-5A) issued by the
                         Company to CII
</TABLE>
<PAGE>
 
<TABLE>
<CAPTION> 
Exhibit                                                                              Sequential
Number                    Description of Exhibit                                     Page
-------                   ----------------------                                     ----------
 
<S>                       <C>                                                        <C> 
10.28                    Second Addendum to Class III Warrants issued by the                (9)
                         Company to CII
 
10.29                    Sublease, dated as of June 28, 1996, between the Company           (8)
                         and Raychem Corporation
 
10.30                    Tinel-Lock Supply Agreement, dated as of June 28, 1996,            (8)
                         between the Company and Raychem Corporation
 
10.31                    Private Label/Distribution Agreement, dated as of                  (9)
                         June 28, 1996, between the Company and Raychem Corporation
 
10.32                    Warrant Certificate exercisable for 1,130,000 shares of            (8)
                         Common Stock, dated June 28, 1996, issued by the Company
                         to Raychem Corporation,
 
10.33                    Warrant Certificate exercisable for 1,250,000 shares of            (8)
                         Common Stock, dated June 28, 1996, issued by the Company
                         to Raychem Corporation,
 
10.34                    Finders Fee Agreement, dated as of June 28, 1996, between          (8)
                         the Company and Raychem Corporation,
 
10.35                    Amended and Restated Asset Purchase Agreement                      (8)
                         between the Company and Raychem Corporation,
                         dated May 10, 1996.
 
10.36                    Letter Agreement, dated June 20, 1996, between                     (8)
                         Memry Corporation and Raychem Corporation.
 
10.37                    Amendment No. 1 to Amended and Restated Purchase                   (8)
                         Agreement between Memry Corporation and Raychem
                         Corporation, dated June 28, 1996.
 
10.38                    Amendment No.2 to Amended and Restated Purchase Agreement          (9)
                         between Memry Corporation and Raychem Corporation, dated
                         August 11, 1996.
 
10.39                    Amendment to Lease Agreement between the Company and               (9)
                         Brookfield Commerce relating to 57 Commerce Drive,
                         Brookfield, CT.

10.40                    Securities Purchase Agreement, dated as of                         (9)
                         June 14, 1996, between Memry Corporation and
                         Wendy A. Gavaghan

10.41                    Warrant Cert. No. 96-4, dated as of July 16, 1996,                 (9)
                         issued to Dominion Captial Partners

10.42                    Warrant Cert. No. 96-5, dated as of July 15, 1996,                 (9)
                         issued to Dawn M. Morton

10.43                    Form of Securities Purchase Agreement relating to                  (9)
                         sales of Common Stock at $2.00 per share on
                         June 28, 1996

10.44                    Commercial Revolving Loan, Term Loan and Security                  (9)
                         Agreement, dated August 9, 1996, among the Company,
                         Wright Machine Corporation and Affiliated Business
                         Credit Corporation

10.45                    Mortgage and Security Agreement dated as of August 9, 1996,        (9)
                         from Wright Machine Corporation and Affiliated Business
                         Credit Corporation

10.46                    Letter Agreement, dated June 26, 1996, between Memry               (9)
                         Corporation and James Proft

10.47                    Warrant Certificate No. 96-7, dated September 19, 1996,            (9)
                         issued to James Proft

10.48                    Letter Agreement, dated as of May 29, 1996, between Memry          (9)
                         Corporation and Dominion Capital Partners re: stock issuance
 
21.1                     Information regarding Wright Machine Corporation                   (7)
                         
</TABLE>
---------------------------------
(1) Incorporated by reference to the Company's Annual Report on Form 10-K for
    the fiscal year ended June 30, 1990.
<PAGE>
 
(2)  Incorporated by reference to the Company's Annual Report on Form 10-K for
     the fiscal year ended June 30, 1991.

(3)  Incorporated by reference to the Company's Quarterly Report on Form 10-Q
     for the quarter ended September 30, 1991.

(4)  Incorporated by reference to the Company's Annual Report on Form 10-KSB for
     the fiscal year ended June 30, 1992.

(5)  Incorporated by reference to the Company's Annual Report on Form 10-KSB for
     the fiscal year ended June 30, 1993.

(6)  Incorporated by reference to the Company's Annual Report on Form 10-KSB for
     the fiscal year ended June 30, 1994.

(7)  Incorporated by reference to the Company's Annual Report on Form 10-KSB for
     the fiscal year ended June 30, 1995.

(8)  Incorporated by reference to the Company's Current Report on Form 8-K filed
     July 15, 1996.

(9) Submitted separately, electronically.