<PAGE>   1

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

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

                                   FORM 10-Q
(MARK ONE)

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

                 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001

                                       OR

     [ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
          OF THE SECURITIES EXCHANGE ACT OF 1934

                         FOR THE TRANSITION PERIOD FROM
                             ------------------ TO
                               ------------------

                         COMMISSION FILE NUMBER 0-28328

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

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

<TABLE>
<S>                                            <C>
                   DELAWARE                                      75-2117882
           (State of incorporation)                  (IRS Employer Identification No.)
   840 RESEARCH PARKWAY, OKLAHOMA CITY, OK                         73104
   (Address of principal executive offices)                      (zip code)
</TABLE>

                                 (405) 290-4000
              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE
   (Former name, former address and former fiscal year, if changed since last
                                    report)

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

     Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes [X]  No [ ]

     The number of shares of issuer's Common Stock, $.01 par value, outstanding
on May 7, 2001 was 9,874,263 shares.

--------------------------------------------------------------------------------
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<PAGE>   2

                                  UROCOR, INC.
                                   FORM 10-Q
                      FOR THE QUARTER ENDED MARCH 31, 2001

                                     INDEX

                         PART I--FINANCIAL INFORMATION

<TABLE>
<CAPTION>
                                                                       PAGE
                                                                       -----
<S>      <C>                                                           <C>
ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED)
         Consolidated Balance Sheets as of March 31, 2001 and
           December 31, 2000.........................................      3
         Consolidated Statements of Operations for the three months
           ended March 31, 2001 and 2000.............................      4
         Consolidated Statements of Cash Flows for the three months
           ended
           March 31, 2001 and 2000...................................      5
         Notes to Unaudited Interim Consolidated Financial
           Statements--March 31, 2001................................    6-8

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
           AND RESULTS OF OPERATIONS.................................   9-12

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
           RISK......................................................     12

         PART II--OTHER INFORMATION
ITEM 1.  LEGAL PROCEEDINGS...........................................     13
ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS...................     13
ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.............................     13
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.........     13
ITEM 5.  OTHER INFORMATION...........................................  13-21
         Cautionary Statements
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K............................     21
Signatures...........................................................     22
</TABLE>

                                        2
<PAGE>   3

                         PART I--FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                                  UROCOR, INC.
                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                               MARCH 31,     DECEMBER 31,
                                                                  2001           2000
                                                              ------------   ------------
                                                              (UNAUDITED)
<S>                                                           <C>            <C>
                           ASSETS
CURRENT ASSETS:
  Cash and cash equivalents.................................  $ 16,531,251   $ 11,006,568
  Short-term marketable investments.........................     2,074,075        488,587
  Accounts receivable, net of allowance for doubtful
    accounts of $4,579,991 at March 31, 2001 and $4,130,275
    at December 31, 2000....................................    13,415,803     12,476,454
  Prepaid expenses..........................................       866,176        565,167
  Laboratory supplies, at average cost......................       451,502        473,205
  Inventory.................................................       316,219        309,308
  Deferred tax asset, net...................................     1,082,092      2,286,619
  Other current assets......................................       367,381        760,726
                                                              ------------   ------------
    Total current assets....................................    35,104,499     28,366,634
                                                              ------------   ------------
LONG-TERM MARKETABLE INVESTMENTS............................       513,412        996,261
PROPERTY AND EQUIPMENT, net.................................     9,935,456     10,037,696
NON-CURRENT DEFERRED TAX ASSET, net.........................     3,001,097      4,371,456
GOODWILL, net of accumulated amortization of $204,802 at
  March 31, 2001 and $155,224 at December 31, 2000..........     3,804,521      3,859,336
INTANGIBLE AND OTHER ASSETS, net............................     2,011,252      3,697,979
                                                              ------------   ------------
    Total assets............................................  $ 54,370,237   $ 51,329,362
                                                              ============   ============
            LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accounts payable..........................................  $  2,045,520   $  3,257,018
  Accrued compensation......................................     1,944,819        856,648
  Current installments of obligations under capital
    leases..................................................       398,079        249,679
  Accrued Special Charges...................................     9,365,126      9,892,432
  Other accrued liabilities.................................       217,814        728,516
                                                              ------------   ------------
    Total current liabilities...............................    13,971,358     14,984,293
DEFERRED COMPENSATION.......................................       537,961        469,855
OBLIGATIONS UNDER CAPITAL LEASES, net of current
  installments..............................................       592,614        594,280
LONG-TERM DEBT..............................................            --        175,000
                                                              ------------   ------------
    Total liabilities.......................................    15,101,933     16,223,428
                                                              ------------   ------------
STOCKHOLDERS' EQUITY:
  Preferred stock, $.01 par value, authorized 6,000,000
    shares at March 31, 2001 and at December 31, 2000; no
    shares issued and outstanding at March 31, 2001 or at
    December 31, 2000.......................................            --             --
  Common stock, $.01 par value, authorized 20,000,000 shares
    at March 31, 2001 and at December 31, 2000; 11,058,967
    shares issued at March 31, 2001 and 11,030,131 shares
    issued at December 31, 2000.............................       110,590        110,301
  Additional paid-in capital................................    59,654,457     59,536,736
  Common stock held in treasury at cost, 1,194,604 shares at
    March 31, 2001 and at December 31, 2000.................    (5,397,308)    (5,397,308)
  Accumulated deficit.......................................   (15,099,435)   (19,143,795)
                                                              ------------   ------------
    Total stockholders' equity..............................    39,268,304     35,105,934
                                                              ------------   ------------
    Total liabilities and stockholders' equity..............  $ 54,370,237   $ 51,329,362
                                                              ============   ============
</TABLE>

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

                                        3
<PAGE>   4

                                  UROCOR, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                 THREE MONTHS ENDED
                                                                      MARCH 31,
                                                              -------------------------
                                                                 2001          2000
                                                              -----------   -----------
<S>                                                           <C>           <C>
REVENUE.....................................................  $15,470,421   $12,040,557
OPERATING EXPENSES:
  Direct cost of services and products......................    5,228,361     4,376,323
  Selling, general and administrative expenses..............    8,084,882     6,756,252
  Research and development..................................      327,343       398,715
                                                              -----------   -----------
     Total operating expenses...............................   13,640,586    11,531,290
                                                              -----------   -----------
OPERATING INCOME............................................    1,829,835       509,267
OTHER INCOME (EXPENSE):
  Gain on termination of therapeutic agreement..............    4,597,011            --
  Interest, net.............................................      221,505       171,529
  Other.....................................................      (29,105)      (24,183)
                                                              -----------   -----------
     Total other income, net................................    4,789,411       147,346
                                                              -----------   -----------
Income before income taxes..................................    6,619,246       656,613
Income tax provision........................................    2,574,886       249,520
                                                              -----------   -----------
NET INCOME..................................................  $ 4,044,360   $   407,093
                                                              ===========   ===========
NET INCOME PER SHARE:
Basic:
  Net Income Per Common Share...............................  $       .41   $       .04
                                                              ===========   ===========
  Weighted Average Common and Common Equivalent Shares
     Outstanding............................................    9,834,204     9,367,268
                                                              ===========   ===========
Diluted:
  Net Income Per Common Share--Assuming Dilution............  $       .38   $       .04
                                                              ===========   ===========
  Weighted Average Common and Common Equivalent Shares
     Outstanding--Assuming Dilution.........................   10,524,025     9,662,141
                                                              ===========   ===========
</TABLE>

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

                                        4
<PAGE>   5

                                  UROCOR, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                 THREE MONTHS ENDED
                                                                      MARCH 31,
                                                              -------------------------
                                                                 2001          2000
                                                              -----------   -----------
<S>                                                           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income................................................  $ 4,044,360   $   407,093
  Adjustments to reconcile net income to net cash provided
    by operating activities:
    Depreciation and amortization...........................      722,722       704,040
    Deferred income tax provision...........................    2,574,886       249,520
    Deferred compensation expense...........................       68,106        91,667
    Stock option compensation expense.......................           --         2,063
    Loss on disposition of equipment........................       13,993        24,183
    Loss on asset write downs...............................       24,999            --
    Gain on termination of therapeutic agreement............   (4,597,011)           --
    Equity in net income of subsidiary......................       (9,889)           --
  Changes in assets and liabilities:
    (Increase) decrease in accounts receivable..............     (939,349)      839,890
    Increase in prepaid expense.............................     (301,009)     (125,336)
    Decrease in laboratory supplies.........................       21,703       137,595
    Increase in inventory...................................       (6,911)       (3,612)
    Decrease (increase) in other current assets.............      393,345      (722,737)
    Decrease in accounts payable............................   (1,211,498)     (604,890)
    Increase in accrued compensation........................    1,088,171       304,503
    (Decrease) increase in accrued liabilities..............   (1,038,008)       50,630
                                                              -----------   -----------
       Net cash provided by operating activities............      848,610     1,354,609
                                                              -----------   -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of short-term marketable investments............   (1,585,488)   (2,264,489)
  Maturities of long-term marketable investments............      482,849     2,687,292
  Capital expenditures......................................     (556,320)     (794,340)
  Proceeds from termination of therapeutic agreement........    7,000,000            --
  Intangibles and other assets..............................     (754,712)      253,359
                                                              -----------   -----------
       Net cash provided by (used in) investing
       activities...........................................    4,586,329      (118,178)
                                                              -----------   -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from exercise of stock options...................      118,010       266,688
  Proceeds from exercise of warrants........................           --        27,000
  Payment of long term debt.................................     (175,000)           --
  Proceeds from fixed asset sale/leaseback..................      236,253            --
  Principal payments under capital lease obligations........      (89,519)       (8,454)
                                                              -----------   -----------
       Net cash provided by financing activities............       89,744       285,234
                                                              -----------   -----------
Net increase in cash and cash equivalents...................    5,524,683     1,521,665
CASH AND CASH EQUIVALENTS, beginning of year................   11,006,568     5,259,218
                                                              -----------   -----------
CASH AND CASH EQUIVALENTS, end of period....................  $16,531,251   $ 6,780,883
                                                              ===========   ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid for interest....................................  $    20,491   $        --
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING
  ACTIVITIES:
  Obligations under therapeutic product distribution
    agreement...............................................  $        --   $ 1,750,000
</TABLE>

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

                                        5
<PAGE>   6

                                  UROCOR, INC.
         NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2001

NOTE 1--BASIS OF PRESENTATION:

     The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring items) considered necessary for a fair presentation have
been included. These interim financial statements should be read in conjunction
with the financial statements and notes included in the Company's Annual Report
on Form 10-K for the year ended December 31, 2000 filed with the Securities and
Exchange Commission on April 2, 2001.

     The consolidated financial statements include the accounts of all
majority-owned subsidiaries. All significant intercompany transactions have been
eliminated. Operating results for the three-month period ended March 31, 2001
are not necessarily indicative of the results that may be expected for the full
year ending December 31, 2001.

NOTE 2--INVESTMENTS:

     Pursuant to the Company's investment policy, idle and excess funds are
invested in high grade, fixed income securities generally for no more than two
years. These securities are considered available-for-sale as of March 31, 2001
and December 31, 2000. The Company considers any net unrealized gain or loss on
these investments to be temporary, and reflects such gains or losses as a
component of stockholders' equity. As of March 31, 2001 and December 31, 2000,
there was not a material net unrealized gain or loss on these investments.

NOTE 3--COMMITMENTS AND CONTINGENCIES:

     In February 2001, the Company reached a tentative settlement with the
United States Department of Justice (the "DOJ") to settle matters covered by the
DOJ investigation pursuant to which UroCor would refund the various programs a
total of $8.5 million by paying $6.0 million at the consummation of the
settlement and the remaining balance of $2.5 million pursuant to a promissory
note payable in equal annual installments over three years bearing interest at a
rate of 7% per annum. In March 2001, the Company and the DOJ amended this term
of the tentative settlement to provide that the Company would refund the various
programs a total of $9.0 million, all payable at the closing of the final
settlement agreement. Pursuant to the current other principal terms of the
tentative agreement, the proposed settlement would cover Company liabilities to
the federal government and state insurance programs with respect to the matters
under investigation through December 31, 2000, would settle matters covered by
the investigation without any admission by the Company of any wrongdoing in
connection with such matters and would require UroCor to operate under a
corporate integrity agreement for a period of time to be determined as part of
the final settlement agreement. Determination of the final terms and
consummation of the tentative settlement are subject to certain judicial and
governmental approvals and the negotiation and approval of the specific
provisions of the final settlement agreement and the contemplated corporate
integrity agreement.

     In the event the Company and the DOJ were unable to consummate the proposed
settlement, no assurances may be given regarding the resolution of the DOJ
investigation, and the Company is unable to predict its impact, if any, on the
Company. If the DOJ or, if applicable, any other plaintiff were to pursue and
prevail on matters that may arise from this investigation, any judgment
resulting from such litigation or any administrative penalties, including,
without limitation, significant recoupment of funds or civil or criminal

                                        6
<PAGE>   7
                                  UROCOR, INC.
                         NOTES TO INTERIM CONSOLIDATED
                  FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
                                 MARCH 31, 2001

NOTE 3--COMMITMENTS AND CONTINGENCIES: (CONTINUED)

penalty or exclusion from federal and state health care programs potentially
resulting from such proceedings could have a material adverse effect on the
financial condition and results of operations of the Company.

NOTE 4--STOCK REPURCHASE PROGRAM:

     On April 20, 1999, the Company's Board of Directors authorized the
repurchase by the Company of up to $10 million of UroCor common stock.
Management expects that the repurchase program will be conducted from time to
time on the open market or in privately negotiated transactions, depending upon
market conditions, securities regulations and other factors. As of March 31,
2001, the Company had repurchased approximately $7.6 million (or approximately
1.7 million shares) of common stock and reissued 477,700 treasury shares for the
acquisition of Mills Biopharmaceuticals, Inc. There were no stock repurchases
during the first quarter of 2001.

NOTE 5--SEGMENT REPORTING:

     Statement of Financial Accounting Standards ("SFAS") No. 131, "Disclosures
about Segments of an Enterprise and Related Information," requires selected
information about reportable segments in interim financial reports that is
consistent with that made available to management to assess financial
performance. The Company operates in two reportable segments--1) diagnostic
services and 2) therapeutic products. The diagnostic services segment provides
testing services to urologists for diagnosing, selecting appropriate therapies
and managing patients with urologic diseases. The therapeutic products segment
currently offers ProstaSeed(R) for early stage prostate cancer and offered PACIS
BCG(R) for bladder cancer until February 2001, when an agreement was reached
with the manufacturer of PACIS BCG to terminate the related distribution
agreement. The Company's management evaluates performance based on several
factors. However, the primary measurement focus is "Gross Profit" (revenue less
direct costs) and "Operating Income," excluding special charges and any other
unusual items. The accounting policies of the segments are the same as those
described in the summary of significant accounting policies contained in the
Company's Annual Report on Form 10-K filed with the Securities and Exchange
Commission for the year ended December 31, 2000. Corporate expenses include
overhead expenses not allocated to specific business segments, including
administrative expenses and information services expenses. The expenses that are
allocated to business segments after the gross profit calculation to result in
the operating income figures include sales and marketing expenses, certain
administrative expenses directly attributable to the segments and bad debt
expense. Asset information by segment is not reported, because the Company does
not yet produce such information internally. The following table presents
information about the Company's segments for the three months ended March 31,
2001 and 2000:

<TABLE>
<CAPTION>
                                           DIAGNOSTIC    THERAPEUTIC
THREE MONTHS ENDED MARCH 31:                SERVICES      PRODUCTS        TOTAL
----------------------------               -----------   -----------   -----------
<S>                                        <C>           <C>           <C>
2001:
Revenue..................................  $14,910,895    $ 559,526    $15,470,421
Gross Profit.............................  $10,404,191    $(162,131)   $10,242,060
Operating Income (Loss)..................  $ 5,281,875    $(742,526)   $ 4,539,349
2000:
Revenue..................................  $11,985,320    $  55,237    $12,040,557
Gross Profit.............................  $ 7,648,035    $  16,215    $ 7,664,250
Operating Income (Loss)..................  $ 3,250,093    $(615,146)   $ 2,634,947
</TABLE>

                                        7
<PAGE>   8
                                  UROCOR, INC.
                         NOTES TO INTERIM CONSOLIDATED
                  FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
                                 MARCH 31, 2001

NOTE 5--SEGMENT REPORTING: (CONTINUED)

     Reconciliation of operating income above to corresponding totals in the
accompanying financial statements:

<TABLE>
<CAPTION>
                                                           2001         2000
                                                        ----------   ----------
<S>                                                     <C>          <C>
Total for reportable segments.........................  $4,539,349   $2,634,947
Less: Corporate expenses..............................   2,709,514    2,125,680
                                                        ----------   ----------
Operating income......................................  $1,829,835   $  509,267
                                                        ==========   ==========
</TABLE>

NOTE 6--GAIN ON TERMINATION OF THERAPEUTIC AGREEMENT:

     In February 2001, ongoing manufacturing supply issues led UroCor and
BioChem Pharma, Inc. ("BioChem") to agree on a settlement to end their
distribution agreement for PACIS BCG that had been executed in 1994. Under the
terms of the settlement, UroCor received $7 million from BioChem, which resulted
in a pretax gain of $4,597,011.

NOTE 7--BASIC EARNINGS PER SHARE AND DILUTED EARNINGS PER SHARE:

     Basic earnings per share of common stock has been computed on the basis of
the weighted average number of shares outstanding during each period. The
diluted net income per share of common stock includes the dilutive effect of the
outstanding stock options and warrants.

     The following table summarizes the calculation of basic earnings per share
("EPS") and the diluted EPS components:

<TABLE>
<CAPTION>
                                   THREE MONTHS ENDED MARCH 31, 2001    THREE MONTHS ENDED MARCH 31, 2000
                                   ----------------------------------   ----------------------------------
                                     INCOME         SHARES                INCOME         SHARES
                                   (NUMERATOR)   (DENOMINATOR)   EPS    (NUMERATOR)   (DENOMINATOR)   EPS
                                   -----------   -------------   ----   -----------   -------------   ----
<S>                                <C>           <C>             <C>    <C>           <C>             <C>
Net income/shares................  $4,044,360      9,834,204             $407,093       9,367,268
Basic EPS........................                                $.41                                 $.04
Effect of Dilutive Securities:
  (Stock options/warrants).......                    689,821                              294,873
Adjusted net income/shares.......  $4,044,360     10,524,025             $407,093       9,662,141
Diluted EPS......................                                $.38                                 $.04
</TABLE>

                                        8
<PAGE>   9

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

     The following discussion of financial condition and results of operations
of UroCor, Inc. ("UroCor" or the "Company") should be read in conjunction with
the Consolidated Financial Statements and Notes thereto included elsewhere in
this Quarterly Report on Form 10-Q. Special Note: Certain statements set forth
below constitute "forward-looking statements" within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. See "Special Note Regarding Forward-Looking
Statements" and "Cautionary Statements" included elsewhere in this Report.

OVERVIEW

     UroCor markets a comprehensive range of integrated products and services
directly to urologists and managed care organizations to assist in detecting,
diagnosing, treating and managing prostate cancer, bladder cancer, kidney stones
and other complex urologic disorders. The Company's primary focus is helping
urologists improve patient care and outcomes while reducing the total cost of
managing these diseases.

     During the three months ended March 31, 2001, the Company derived
approximately 96% of its revenue from diagnostic products and services that
UroCor Labs(TM) provides to the urology market to assist in the diagnosis,
prognosis and management of prostate cancer, bladder cancer and kidney stones
disease. The Company recognizes revenue when products are sold or services are
rendered. The Company typically bills various third-party payors for its
products and services, such as private insurance, managed care plans and
governmental programs (e.g., Medicare), as well as individual patients and
physicians. During the three months ended March 31, 2001, approximately 46%,
42%, 8% and 4% of the Company's diagnostic revenue was attributable to Medicare,
private insurance and managed care, individual patients, and physicians and
hospitals, respectively.

     During the three months ended March 31, 2001, the Company derived
approximately 4% of its revenue from the sales of its therapeutic product,
ProstaSeed. ProstaSeed is a UroCor-branded line of radiation implants (also
referred to as "seeds") used in brachytherapy for early stage prostate cancer
that received regulatory approval for marketing in January 2000.

RESULTS OF OPERATIONS

     Revenue.  Revenue for the three months ended March 31, 2001 increased 28.5%
to approximately $15.5 million compared to $12.0 million for the three months
ended March 31, 2000.

     Diagnostic services revenue increased 24.5% for the three-month period
resulting primarily from the Company's price increase effective August 14, 2000,
slightly offset by an overall decline in reimbursement rates from Medicare
effective January 1, 2001. The Company's price increase and the overall decrease
in Medicare reimbursement resulted in an increase of approximately $1.6 million
in revenue for the three months ended March 31, 2001 compared to the same period
in 2000. Case volume for the three months ended March 31, 2001 compared to the
three months ended March 31, 2000 decreased 9.2%, however, the majority of the
decrease was in the Company's lower priced products, therefore, the shift in
product mix more than offset the decrease in volume. Diagnostic volumes have
declined primarily as the result of the revision of pricing on contractual
programs during the first quarter of 2000 that resulted in the loss of some
clients and decreased product usage from other clients. The Company's client
base for the first quarter of 2001 was approximately 2,500 urologists of which
approximately 45% used two or more products compared to approximately 2,575
urologists and approximately 46% using more than one product for the first
quarter of 2000.

     Therapeutic products revenue increased from approximately $55,000 during
the three months ended March 31, 2000 to approximately $560,000 during the three
months ended March 31, 2001. The Company's marketing of ProstaSeed accounted for
substantially all of the therapeutic products revenue in both periods.
Therapeutic products revenue in subsequent periods is contingent upon the
successful manufacturing and marketing of ProstaSeed and the future acquisition
of rights for, and the obtaining of appropriate United States Food and Drug
Administration (the "FDA") or other regulatory approvals for, any other
therapeutic products that could be marketed by the Company.
                                        9
<PAGE>   10

     Direct Cost of Services and Products.  As a percentage of revenue, direct
expenses decreased to 33.8% for the three months ended March 31, 2001 from 36.3%
for the three months ended March 31, 2000. In the aggregate, direct cost of
services and products increased 19.4%, from approximately $4.4 million for the
three months ended March 31, 2000 to approximately $5.2 million for the three
months ended March 31, 2001.

     Direct costs for diagnostic services, as a percentage of revenue, decreased
to 29.1% for the three months ended March 31, 2001 from 36.0% for the three
months ended March 31, 2000. The Company's price increases discussed above in
"Revenue" contributed to these decreased percentages, along with shifts in
volume mix towards the Company's higher margin tests. In the aggregate, direct
costs for diagnostic services increased 3.8%, from approximately $4.3 million
for the three months ended March 31, 2000 to approximately $4.5 million for the
three months ended March 31, 2001. These increases are primarily related to
personnel costs for initial data-entry and specimen processing.

     Direct costs for therapeutic products for the three months ended March 31,
2001 are principally comprised of the manufacturing and overhead costs related
to ProstaSeed. For the three months ended March 31, 2000, these direct costs
were also related to ProstaSeed, however, before the Company acquired the
manufacturer in April 2000, direct costs were for acquisition of the product.
These direct costs exceeded revenue by 29.0% for the three-month period ended
March 31, 2001 and were 29.6% of revenue for the three-month period ended March
31, 2000. In aggregate, the direct costs for therapeutic products increased to
approximately $722,000 for the three-month period ended March 31, 2001 from
approximately $39,000 for the three-month period ended March 31, 2000.
Attainment of positive gross profit margins for the Company's ongoing ProstaSeed
marketing efforts is contingent upon increasing sales volumes, which is
dependent on the efforts and results of the Company's product distributors.

     Selling, General and Administrative Expenses.  As a percentage of revenue,
selling, general and administrative expenses decreased to 52.3% for the three
months ended March 31, 2001 from 56.1% for the three months ended March 31,
2000. In the aggregate, selling, general and administrative expenses increased
19.7%, from approximately $6.8 million in the three months ended March 31, 2000
to approximately $8.1 million in the three months ended March 31, 2001. The
increase in selling, general and administrative expenses for the three-month
period was due principally to increased sales and administrative personnel costs
of approximately $760,000, an increase in the provision for doubtful accounts of
approximately $498,000 and increased conventions and meetings costs of
approximately $161,000.

     Research and Development Expenses.  As a percentage of revenue, research
and development expenses decreased to 2.1% for the three months ended March 31,
2001 from 3.3% for the three months ended March 31, 2000. In the aggregate,
research and development costs decreased 17.9%, from approximately $399,000 in
the three months ended March 31, 2000 to approximately $327,000 in the three
months ended March 31, 2001. The decrease in expenses was due primarily to the
Company's focus on strategic projects that it has determined have the highest
potential of being commercialized, which has resulted in overall lower base
research and development program costs.

     Other Income (Expense).  Other income, net of interest expense increased
from approximately $147,000 in the three months ended March 31, 2000 to
approximately $4.8 million in the three months ended March 31, 2001. The
increase was due principally to the realized gain of approximately $4.6 million
attributable to the termination in February 2001 of the Company's distribution
agreement with the manufacturer of PACIS BCG, a therapeutic product previously
distributed by the Company.

     Income Taxes.  Income tax expense recorded in the three months ended March
31, 2001 was approximately $2.6 million resulting in an effective 38.9% federal
and state income tax rate. Income tax expense recorded in the three months ended
March 31, 2000 was approximately $250,000 based upon an effective 38.0% federal
and state income tax rate.

LIQUIDITY AND CAPITAL RESOURCES

     As of March 31, 2001, cash, cash equivalents and marketable investments
totaled approximately $19.1 million, and the Company's working capital was
approximately $21.1 million. As of March 31, 2001, the

                                        10
<PAGE>   11

components of cash, cash equivalents and marketable investments were
approximately $16.5 million of cash and cash equivalents and approximately $2.6
million in short-term marketable investments, consisting principally of
high-grade fixed income securities with maturities of less than one year.

     Accounts receivable, net of allowance for doubtful accounts, totaled
approximately $13.4 million at March 31, 2001, an increase of approximately
$940,000 from December 31, 2000, or 7.5%, principally attributable to increased
revenue, offset by the collection of $500,000 from a therapeutic product
manufacturer relating to the termination at December 31, 1999 of a co-promotion
agreement between the Company and the manufacturer.

     At March 31, 2001 and December 31, 2000, the Company's average number of
days sales in net diagnostics receivables was approximately 78 and 77,
respectively.

     Virtually all of the Company's diagnostic services are rendered on a
fee-for-service basis. Accordingly, the Company assumes the financial risk
related to collection, including potential inability to collect accounts, long
collection cycles for accounts receivable, difficulties in gathering complete
and accurate billing information and delays attendant to reimbursement by
third-party payors, such as governmental programs such as Medicare, private
insurance plans and managed care organizations.

     The Company monitors the collection quality of its accounts receivable
through analytical review of aging categories by payor group and collections
performance. While the Company maintains what it believes to be an adequate
allowance for doubtful accounts, there can be no assurance that the Company's
ongoing assessment of accounts receivable will not result in the need for
additional provision for doubtful accounts. Such additional provision could have
an adverse effect on the Company's financial position and results of operations.

     Operating activities provided net cash of approximately $849,000 for the
three months ended March 31, 2001 compared to net cash provided of approximately
$1.4 million for the three months ended March 31, 2000.

     Net cash provided by investing activities was approximately $4.6 million
for the three months ended March 31, 2001 and consisted primarily of capital
expenditures purchases of approximately $556,000, milestone payments to obtain
rights to a therapeutic product of approximately $750,000 and net purchases of
marketable securities of $1.1 million, offset by the proceeds of approximately
$7.0 million from the termination of the PACIS BCG distribution agreement.

     Net cash provided by financing activities was approximately $90,000 for the
three months ended March 31, 2001, consisting primarily of approximately
$118,000 from the exercise of stock options by employees and $236,000 of
additional proceeds for financing of fixed assets, offset by payment of debt of
$175,000 and capital lease principal payments of approximately $90,000.

     The Company's capital expenditures of approximately $556,000 for the three
months ended March 31, 2001, were primarily for leasehold improvements,
furniture and fixtures, and computer equipment and software. Of the total
amount, approximately $317,000 related to internal software development costs
related primarily to installation and customization of third-party software.
While future capital expenditures will depend upon a number of factors, the
Company expects such expenditures to be comparable to recent levels as the
Company continues to expand to deliver therapeutics and information services and
to enhance current diagnostic services and operational capabilities. The Company
intends to finance the majority of these capital expenditures with existing cash
and investment balances and possibly debt.

     In February 2001, the Company and the United States Department of Justice
(the "DOJ") reached a tentative settlement that subsequently was amended in
March 2001 of the DOJ investigation into certain matters. Pursuant to the terms
of the current tentative settlement agreement between the Company and the DOJ,
upon the consummation of the final settlement agreement and related matters, the
Company will refund Medicare and various state programs $9.0 million. In
addition to any refund or similar amount, the Company has incurred and expects
to continue to incur certain expenses relating to the investigation, including
without limitation, expenses in connection with the indemnification of legal and
other fees and costs for current and

                                        11
<PAGE>   12

past directors, officers and employees of the Company. The Company intends to
make these payments from existing cash and investment balances.

     In March 2001, the Company entered into a collaborative agreement with a
manufacturer of therapeutic products giving UroCor the exclusive rights to
distribute one of the manufacturer's products in the United States. Under the
terms of the agreement, UroCor paid $750,000 during the first quarter of 2001
and will pay up to an additional $2.3 million in milestone payments in
subsequent years during the development and potential product launch of the
product. As milestones are achieved, the Company intends to make the additional
payments from existing cash and investment balances or debt.

     The Company intends to pursue the acquisition, licensing or co-promotion of
new therapeutic products and to acquire diagnostic products or possibly existing
business. As such opportunities are identified, the Company intends to make any
related acquisition payments from existing cash and investment balances or new
debt.

     In April 1999, the Company's Board of Directors authorized the repurchase
of up to $10 million of the Company's common stock. As of March 31, 2001, the
Company had repurchased approximately $7.6 million (or approximately 1.7 million
shares) of its common stock and reissued 477,700 treasury shares for the
acquisition of Mills Biopharmaceuticals, Inc.

     The Company believes that its existing capital resources will be sufficient
to provide the funds necessary to maintain its present level of operations and
implement its currently planned growth strategy. There may be circumstances or
new business opportunities, however, that would require additional resources. In
such event, the Company may be required to seek additional financing, and there
is no assurance that the Company would be able to obtain such financing on a
timely basis or on acceptable terms.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Pursuant to the Company's investment policy, idle and excess funds are
invested in high grade, fixed income securities generally for no more than two
years and are classified as Available-for-Sale. Marketable securities at March
31, 2001 consisted primarily of debt securities with maturities as long as one
year. The Company considers any net unrealized gain or loss on these investments
to be temporary, and reflects such gains or losses as a component of
stockholders' equity. As of March 31, 2001 and December 31, 2000, there were no
material net unrealized gains or losses on these investments.

                                        12
<PAGE>   13

                           PART II--OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

     None

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

     Use of Proceeds:

     The effective date of the registration statement for the Company's initial
public offering of Common Stock and for which this use of proceeds information
is being disclosed was May 16, 1996. The Commission file number assigned to the
registration statement was 333-3182.

     From the effective date of the registration statement through March 31,
2001, the following table identifies the purposes and amounts of the net
proceeds paid directly or indirectly to others:

<TABLE>
<S>                                                           <C>
Construction of plant, building and facilities..............  $       --
Purchase and installation of machinery and equipment........   6,953,252
Purchases of real estate....................................          --
Acquisition of other business(es)...........................          --
Repayment of indebtedness...................................   2,375,404
Working Capital.............................................   3,641,287
Temporary Investments:
  Short-term Commercial Paper...............................          --
  Long-term Corporate and Treasury Notes....................          --
  Cash Equivalents..........................................          --
Other Purposes:
  Development and Expansion of Diagnostic Product Line......   6,231,192
  Development of Information Products and Services and
     Urological Disease Databases...........................   2,917,130
  Development of Therapeutic Product Line...................   8,489,458
  Development and Expansion of Clinical and Research
     Laboratories and Lab Information System................   3,942,136
</TABLE>

     None of the net proceeds have been paid directly or indirectly to
directors, officers, general partners or their associates, to persons owning 10%
or more of any class of equity securities or affiliates.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     None

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

     None

ITEM 5.  OTHER INFORMATION

     Special Note Regarding Forward-Looking Statements

     This Quarterly Report on Form 10-Q includes "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. All statements
other than statements of historical facts included in this Report, including
without limitation, statements regarding the Company's financial position,
business strategy, products, products under development, markets, budgets and
plans and objectives of management for future operations, are forward-looking
statements. Although the Company believes that the expectations reflected in
such forward-looking statements are reasonable, it can give no assurance that
such expectations will prove to have been correct. Important factors that could
cause actual results to differ materially from the Company's

                                        13
<PAGE>   14

expectations are disclosed in statements set forth under "Cautionary Statements"
and elsewhere in this Report, including, without limitation, in conjunction with
the forward-looking statements included in this Report. All subsequent written
and oral forward-looking statements attributable to the Company, or persons on
its behalf, are expressly qualified in their entirety by the Cautionary
Statements and such other statements.

CAUTIONARY STATEMENTS

     Risks Associated with Management of Growth.  Over the last several years,
the Company has experienced substantial growth and expanded its operational
capabilities. The Company also intends to develop further and expand its
therapeutic products business and to offer additional information services
products. This growth and expansion has placed, and will continue to place, a
significant strain on the Company's management, production, technical, financial
and other resources. To date, the Company primarily has experience in managing a
diagnostics service business. There can be no assurance that the Company will be
able to manage successfully the operation and expansion of its therapeutics or
information services businesses.

     Potential Fluctuations in Operating Results.  The Company's quarterly and
annual operating results are affected by a wide variety of factors, many of
which are outside the Company's control, which have in the past and could in the
future materially and adversely affect revenue, operating expenses and income.
These factors include seasonality, the quantities and timing of specimens
received, competitive pricing pressures, reimbursement changes, availability and
cost of diagnostic supplies, availability and cost of logistic and delivery
services, changes in the mix of products sold, timing and costs of new product
and technology introductions by the Company or its competitors, retention and
expansion of the sales force and timing of payments from Medicare and other
third-party payors. The Company relies principally upon Federal Express, UPS and
Airborne Express for inbound and outbound shipping of specimens and kits for its
diagnostics operations; any disruption in the availability of such logistics and
delivery services could have a material adverse effect on the Company's
operating results. The need for continued investment in research and development
and expansion of its product lines could limit the Company's ability to reduce
expenses quickly. As a result of these factors, the Company's operating results
may continue to fluctuate in the future.

     Uncertainties Related to Government Regulation and Enforcement.  As a
provider of health care related services, the Company is subject to extensive
and frequently changing federal, state and local laws and regulations governing
licensure, billing, financial relationships, referrals, conduct of operations,
purchase of existing businesses, cost-containment, direct employment of licensed
professionals by business corporations and other aspects of the Company's
business relationships. The various types of regulatory activity affect the
Company's business by controlling its growth, restricting licensure of the
business entity or by controlling the reimbursement for services provided. The
Company cannot predict the timing or impact of any changes in such laws and
regulations or their interpretations by regulatory bodies, and no assurance can
be given that any such changes will not have a material adverse effect on the
Company's financial condition and results of operations.

     Existing federal laws governing federal health care programs, including
Medicare, as well as some state laws, regulate certain aspects of the
relationship between health care providers, including the Company, and their
referral sources, including physicians, hospitals and other facilities. The
Medicare and Medicaid Anti-Fraud and Abuse Amendments to the federal Social
Security Act (the "Federal Anti-Kickback Law) and the physician self-referral
and payment prohibition (commonly referred to as the "Stark law"), generally
prohibit providers and others from soliciting, offering, receiving or paying,
directly or indirectly, any remuneration in return for either making a referral
for a service or item or purchasing, ordering or leasing a service or item, and
prohibit physicians, subject to certain exceptions, from making such referrals
to certain entities in which they have an investment interest or with which they
have a compensation arrangement. Violation of these prohibitions is punishable
by disallowance of submitted claims, civil monetary penalties and criminal
penalties and/or exclusion from Medicare and other federally funded programs.
The federal government has expanded its investigative and enforcement activities
in these areas. The federal government also has become more aggressive recently
in examining billing by laboratories and other health care providers, and in
seeking

                                        14
<PAGE>   15

repayments and even penalties based on how the services were billed (e.g. the
billing codes used), regardless of whether carriers had furnished clear guidance
on this subject.

     In July 1998 and March 1999, the Company received Civil Investigative
Demands ("CIDs") from the DOJ issued under the Federal Civil False Claims Act
concerning allegations that the Company may have submitted false claims in
connection with bills for services submitted to Medicare and other federal
insurance programs, submitted false statements in support of false claims or
conspired to submit false claims to government officials in connection with
bills for services submitted to Medicare and other federal insurance programs
by, among other things, bundling tests, billing for medically unnecessary tests
and upcoding. In February 2001, the Company reached a tentative agreement with
the DOJ to settle matters covered by the DOJ investigation pursuant to which
UroCor would refund the various programs a total of $8.5 million by paying $6.0
million at the consummation of the settlement and the remaining balance of $2.5
million pursuant to a promissory note payable in equal annual installments over
three years bearing interest at a rate of 7% per annum. In March 2001, the
Company and the DOJ amended this term of the tentative settlement to provide
that the Company would refund the various programs a total of $9.0 million, all
payable at the closing of the final settlement agreement. Pursuant to the
current other principal terms of the tentative agreement, the proposed
settlement would cover Company liabilities to the federal government and state
insurance programs with respect to the matters under investigation through
December 31, 2000, would settle matters covered by the investigation without any
admission by the Company of any wrongdoing in connection with such matters and
would require UroCor to operate under a corporate integrity agreement for a
period of time to be determined as part of the final settlement agreement.
Determination of the final terms and consummation of the tentative settlement
are subject to certain judicial and governmental approvals and the negotiation
and approval of the specific provisions of the final settlement agreement and
the contemplated corporate integrity agreement.

     In the event the Company and the DOJ were unable to consummate the proposed
settlement, no assurances may be given regarding the resolution of the DOJ
investigation, and the Company is unable to predict its impact, if any, on the
Company. If the DOJ or, if applicable, any other plaintiff were to pursue and
prevail on matters that may arise from this investigation, any judgment
resulting from such litigation or any administrative penalties, including,
without limitation, significant recoupment of funds or civil or criminal penalty
or exclusion from federal and state health care programs potentially resulting
from such proceedings could have a material adverse effect on the financial
condition and results of operations of the Company.

     The Company's diagnostic laboratory operations currently are required to be
certified or licensed under the federal Clinical Laboratory Improvements Act of
1976, as amended ("CLIA"), the Medicare and Medicaid programs and various state
and local laws. In some instances, the Company is also subject to licensing or
regulation under federal and state laws relating to the handling and disposal of
medical specimens, infectious and hazardous waste and radioactive materials, as
well as to the safety and health of laboratory employees. Although the Company
seeks to structure its practices to comply with such laws and regulations, no
assurances can be given regarding compliance in any particular factual
situation. The possible sanctions for failure to comply with these licensing
provisions or regulations may include denial of the right to conduct business,
significant fines and criminal penalties. Any exclusion or suspension from
participation in the Medicare program or certain state programs, any loss of
licensure or accreditation or any inability to obtain any required license or
permit, whether arising from any action by the United States Department of
Health and Human Services (the "DHHS") or any state or any other regulatory
authority, would have a material adverse effect on the Company's business. Any
significant civil monetary or criminal penalty resulting from such proceedings
could have a material adverse effect on the Company's financial condition and
results of operations.

     Additionally, with the acquisition in April 2000 of Mills
Biopharmaceuticals, Inc. ("Mills"), the manufacturer of its ProstaSeed product,
the Company became subject to regulation by the United States Environmental
Protection Agency, the Nuclear Regulatory Commission (the "NRC") and other
federal, state and municipal regulatory agencies for the hazardous waste
generated through the Mills Biopharmaceuticals manufacturing facility. Such
waste is segregated and disposed of through hazardous waste transporters.
Although the Company believes that it is currently in compliance in all material
respects with applicable
                                        15
<PAGE>   16

environmental regulations, failure to comply fully with any such regulations
could result in the imposition of penalties, fines or sanctions that could have
a material adverse effect on the Company's financial condition and results of
operations. In addition, the Company is subject to regulation by the Board of
Pharmacy in each state where the ProstaSeed product is sold.

     While the Company currently knows of no plans that the FDA has to require
FDA approval of assays developed by laboratories for in-house use, the FDA has
in the past considered drafting guidelines for such regulation. If in the future
the FDA were to issue guidelines for the clinical laboratory market sector, such
guidelines might require the Company to meet certain FDA medical device approval
requirements for the Company's in-house assays. Such regulations, if enacted in
a way that affects the Company, would increase the cost of development and
approval of new products, slow their introduction to the market and could have a
material adverse effect on the Company's financial condition and results of
operations. Additionally, FDA regulations require that in some circumstances
involving in-house assays, laboratories are required to indicate that the assay
has not been cleared by the FDA. There can be no assurance that such disclosure
will not have an adverse impact on reimbursement of the Company's diagnostic
laboratory tests.

     The FDA currently regulates a number of the products that the Company
purchases from third parties for use in its diagnostic services. The
manufacturers of such products are responsible for compliance with FDA
regulations relating to such products. There can be no assurance, however, that
action by the manufacturers or by the FDA would not impair the Company's ability
to obtain and offer certain services. The unavailability of certain services and
materials used in the Company's diagnostics business would have a material
adverse effect on the Company's financial condition and results of operations.

     The FDA currently regulates products that the Company licenses or otherwise
acquires from third parties for distribution or marketing by the Company. The
manufacturers of such products are responsible for compliance with the approval
and marketing regulations of the FDA. The ability of third parties to address
their FDA regulatory issues is outside the Company's control. Failure of such
third parties to address their FDA regulatory matters adequately could have a
material adverse effect on the Company's financial condition and results of
operations.

     The FDA currently also regulates the sale, manufacturing, labeling and
record-keeping of the therapeutic products that the Company currently
manufactures and markets and that it may market in the future. Failure to comply
with applicable requirements could have a material adverse effect on the
Company. In addition, most users of the Company's ProstaSeed product are
required to possess licenses issued by the state in which they reside or by the
NRC. The Company has received 510(k) marketing clearance from the FDA and NRC
approval for the ProstaSeed product. Future discovery of previously unknown
problems may result in restrictions on a product's marketing, or withdrawal of
the product from the market. The commercial distribution in the United States of
any new products developed by the Company will be dependent upon obtaining the
prior approval or clearance of the FDA and/or other regulatory agencies, which
can take many years and entail significant costs.

     Congress made sweeping changes to various health care fraud provisions in
the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"). HIPAA
called upon the Secretary of the Department of Health and Human Services
("DHHS") to establish a program aimed at controlling fraud and abuse. HIPAA also
expanded the criminal laws and sanctions to strengthen the enforcement
capabilities of the federal government in attempting to prevent health care
fraud and abuse. HIPAA has increased the risk of fraud investigations. HIPAA
also created a federal crime of health care fraud that applies to anyone who
knowingly and willfully executes, or attempts to execute, a scheme or artifice
to defraud any health care benefit program affecting commerce, including any
public or private plan or contract, under which any medical benefit, item or
service is provided to any individual.

     Uncertainties Related to Third-Party Reimbursement.  The Company typically
bills governmental programs such as Medicare and other third-party payors such
as private insurance and managed care plans for its products and services. Such
third-party payors are increasingly negotiating prices with the goal of lowering
reimbursement rates, which may result in lower profit margins for the Company.
Reimbursement rates have been established for most but not all of the services
performed by the Company. The Company cannot collect
                                        16
<PAGE>   17

from Medicare or other third-party payors for services that those payors have
not approved for reimbursement. The Company routinely bills for direct
reimbursement for both medical services and products. As is common with all
suppliers of medical services and devices, there is a certain amount of
variability with respect to reimbursement among third party payor sources. There
can be no assurance that any new products the Company currently has under
development will be accepted for reimbursement by Medicare or other third party
payors. Such uncertainty makes the amount and timing of such products'
reimbursement difficult to predict, which potentially subjects the Company to
reimbursement risks with respect to accounts receivable. Furthermore, Medicare
and other third party payors have, on occasion, ceased reimbursement when
certain tests are ordered for patients with certain diagnoses while maintaining
reimbursement when those tests are ordered for other diagnoses deemed
appropriate by the carrier. This practice has recently become more prevalent
with respect to Medicare. Medicare may retroactively audit and review its
payments to the Company and may determine that certain payments for services
must be returned.

     Medicare reimbursement amounts for brachytherapy products, such as
ProstaSeed, are currently significantly less than for an alternative treatment,
a radical prostatectomy. Although brachytherapy requires less physician time
than a radical prostatectomy, lesser reimbursement amounts, combined with
physician familiarity with a radical prostatectomy, may provide disincentives
for urologists to perform brachytherapy. Current or future limitations on
reimbursement by Medicare or Medicaid or other third party payors for prostate
cancer treatment could materially adversely affect the market for the ProstaSeed
product and there can be no assurance that such reimbursement will continue at
rates that enable the Company to maintain prices at levels sufficient to realize
an appropriate profit. The occurrence of any such factors could have a material
adverse effect on the results of operations and financial condition of the
Company.

     Potential Health Care Reform.  From time to time, the public and federal
government focus significant attention on reforming the health care system in
the United States. In 1997, Congress enacted the Balanced Budget Act of 1997
("BBA") that effected numerous changes to the Medicare and Medicaid programs
that could affect health care providers, including clinical laboratories. The
1997 act also revised the resource-based relative value scale system that could
affect health care providers that offer physician pathology services. These 1997
changes and any future changes in Medicare and other third-party payor
reimbursement which may result from health care reform or deficit reduction
legislation will likely continue the downward pressure on prices. A number of
other legislative proposals have been introduced in Congress and state
legislatures in recent years that would effect major reforms of the health care
system and otherwise reduce health care spending. In addition, the Health Care
Financing Administration ("HCFA") has made a number of proposals regarding the
payment and coverage of clinical laboratory services including the development
of national coverage policies. Because of the uncertainties surrounding the
nature, timing and extent of any such reimbursement changes, audits and reform
initiatives, the Company is unable to predict the effects of any such matters on
the Company.

     Dependence on Certain Product Lines.  A significant portion of the
Company's revenue has been, and is expected to continue to be, dependent upon
the Company's prostate tissue analysis and bladder cellular analysis product
lines. Any negative event related to these product lines, such as increased
competition, pricing pressures, reimbursement changes and clinical or
technological obsolescence, would have a material and adverse effect on the
Company's financial condition and results of operations.

     No Assurance of Access to and Delivery of New Diagnostic Technology.  The
markets for the Company's diagnostic products and services are characterized by
rapidly changing technology, frequent new product introductions and enhancement
and, therefore, rapid product obsolescence. There can be no assurance the
Company will be able to identify new products, trends or opportunities, develop
and bring to market new products, respond effectively to new technological
changes or product announcements by others, develop or obtain access to advanced
materials and technologies or receive commercial acceptance for its products.

     Uncertainties Related to the Regulatory Review of Therapeutic Products. The
Company has a collaboration agreement with Bioniche Life Sciences, Inc.
("Bioniche") for a therapeutic product for use in treating interstitial
cystitis, a painful condition of the bladder. Pursuant to the agreement,
Bioniche is responsible for

                                        17
<PAGE>   18

obtaining approvals from the FDA for marketing the therapeutic product in the
United States. The Company can give no assurance that approval will be obtained.

     No Assurance of Successful Marketing Arrangements for Therapeutic
Products.  The Company conducts marketing activities for therapeutic products.
The Company currently has acquired distribution rights for one therapeutic
product. The Company has entered into marketing and distribution agreements with
other product distributors for sales of the Company's ProstaSeed product. These
agreements can be terminated by either party. While the Company has previous
experience marketing four other therapeutic products, there can be no assurance
that the Company's future efforts will be successful or that the other product
distributors' efforts will be successful. UroCor's future therapeutics marketing
efforts are dependent, in part, upon acquiring, licensing and co-promoting
additional pharmaceuticals or devices from others. Other companies, including
those with substantially greater resources, are competing with UroCor for the
rights to such products. There can be no assurance that UroCor will be able to
acquire, license or co-promote additional pharmaceuticals or devices on
acceptable terms, if at all. The failure to acquire, license, co-promote or
market commercially successful pharmaceuticals or devices could have a material
adverse effect on the Company's financial condition and results of operations.
There can be no assurance that, once it has obtained rights to a pharmaceutical
product or device and committed to payment terms, UroCor will be able to
generate sales sufficient to create a profit or otherwise avoid a loss on such
product. Additionally, the Company has not previously marketed to the radiation
oncology and medical oncology markets that are being pursued for sales of the
Company's ProstaSeed product, and there can be no assurance that the Company
will be successful in these marketing and sales efforts.

     In addition, the Company is and will be dependent on third-party
manufacturers to produce the products that are the subject of the Company's
marketing and distribution agreements. If such manufacturers are unable to
produce the products, produce adequate quantities or produce them in a manner
that is compliant with all regulatory requirements, the Company's marketing and
distribution agreements are subject to termination and potential liabilities
that could have a material and adverse effect on the Company's financial
condition and results of operations. In addition, in the case of the Company's
ProstaSeed product, the Company has been manufacturing this therapeutic product
for only approximately 12 months and there can be no assurance that the Company
will be able to produce quantities effectively or in a manner compliant with all
regulatory requirements.

     Potential Therapeutics Product Liability or Recall.  UroCor intends to
increase its marketing of therapeutic products; if the Company is successful in
these efforts, it will face increasing exposure to product liability claims in
the event that the use of any of its therapeutic products is alleged to have
resulted in adverse effects. Such risks will exist even with respect to those
products that receive regulatory approval for commercial sale. While UroCor has
taken, and intends to continue to take, what it believes are appropriate
precautions, there can be no assurance that it will avoid significant product
liability exposure or product recalls. There can be no assurance that a product
liability claim or recall would not have a material adverse effect on the
Company's financial condition and results of operations.

     Uncertainties Regarding Insurance Coverage.  Although the Company currently
maintains medical malpractice and general liability insurance, there can be no
assurance that the insurance coverage will provide sufficient funds to satisfy
any judgments which could be entered against the Company in the future or that
liability insurance in such amounts will be available or affordable in the
future. In addition, there can be no assurance that all of the activities
encompassed within the Company's business are covered under the Company's
insurance policies. The lack of such coverage could have a material adverse
effect on the Company's financial condition and results of operations.

     The commercial sale of therapeutic products by the Company exposes it to
potential product liability risks that are inherent in the marketing of such
products for human use. These claims might be made directly by consumers.
Although the Company currently maintains product liability insurance, there can
be no assurance that the Company will be able to obtain or maintain such
insurance on acceptable terms or that such insurance will provide adequate
coverage against potential liabilities. A product liability claim could have a
material adverse effect on the Company's financial condition and results of
operations.

                                        18
<PAGE>   19

     Moreover, although the Company maintains personal property and business
interruption insurance and has taken what it believes to be adequate safeguards,
the loss of the Company's specimen repository could have a material adverse
effect on the continued development of its database in a manner that would not
be compensated fully by insurance and could have a material adverse effect on
the Company's financial condition and results of operations.

     Uncertainties Related to Accounts Receivable.  Virtually all of the
Company's diagnostic services are rendered on a fee-for-service basis.
Accordingly, the Company assumes the financial risk related to collection,
including potential inability to collect accounts, long collection cycles for
accounts receivable, difficulties in gathering complete and accurate billing
information and delays attendant to reimbursement by third-party payors, such as
governmental programs, private insurance plans and managed care organizations.
At times, the Company's accounts receivable have increased at a rate greater
than revenue growth and, therefore, have affected the Company's cash flow from
operations. In addition, in 1998, the Company determined that it had not sent
invoices timely to certain patients, primarily managed care patients, for
certain co-pays, deductibles and other amounts relating principally to services
rendered in 1998. In December 1998, the Company commenced collection efforts for
certain of these amounts. As a result of delay in sending such invoices, the
Company had difficulty in its related collection efforts. During the second
quarter of 1999, the Company discontinued certain managed care and payor related
marketing programs and identified significantly aged segments of its accounts
receivable for which the likelihood of collectibility was doubtful and recorded
an additional provision. The Company has previously taken steps to implement
systems and processing changes intended to improve billing procedures and
related collections results and, in response to the unsent invoices, it has
undertaken additional initiatives to further improve claims efficiencies and
collections results, in addition to assessing the ultimate collectibility of
outstanding balances. While the Company's management believes it has made
progress by reorganizing and streamlining its accounts receivable and billing
functions, and the Company maintains what it believes to be an adequate
allowance for doubtful accounts, there can be no assurance that the Company's
ongoing assessment of accounts receivable will not result in the need for
additional provision for doubtful accounts. Such additional provision could have
a material adverse affect on the Company's results of operations.

     Risks Associated with Investments in Management Information Systems.  The
Company has been and expects to continue investing in the development of
information-based capabilities and services which it plans to introduce or use
in the future related to the clinical management of urologists' patients. The
Company has developed and introduced, on a limited basis, disease outcomes
reporting capabilities in two disease states. Further development and delivery
of these new services may require substantial additional investment and
represents an expansion of the type of services the Company presently provides
to urologists. There can be no assurance that any future revenues directly or
indirectly from these services will be sufficient to cover or otherwise justify
the costs of development and introduction.

     Risks Associated with Confidentiality of Health Information.  The
confidentiality of patient medical records is subject to considerable regulation
by the state and federal governments. Most state and federal laws and
regulations govern both the disclosure and the use of confidential patient
medical record information. Legislation and regulations governing the
dissemination and use of medical record information are being proposed
continually at both the state and federal levels. Virtually all states have
enacted laws governing the confidentiality of health information. At the federal
level, the Secretary of the DHHS has published two final regulations in the area
of health information that could have significant effects on the operations of
health care providers, including the Company. The first regulation, published in
August 2000, governs electronic transactions and health information, and adopts
standards for eight types of transactions and their code sets, including health
care payment and remittance advice. The second regulation, published in December
2000, establishes the first federal privacy regulation regarding the use and
disclosure of personal health information, and will apply to most health care
providers, health insurers and health care clearinghouses. This regulation
restricts the manner in which covered health care entities may use and disclose
health information, and allows patients greater access to their medical records.
If the Company is found to have violated any law or regulation with regard to
the privacy, security, confidentiality, dissemination or use of a patient's
health information, it could be liable for damages or civil or criminal
penalties. In February 2001, DHHS announced that due to an

                                        19
<PAGE>   20

administrative oversight, the effective date of the final privacy regulations
was delayed until April 14, 2001. This means that covered entities generally
will have until April 14, 2003 to come into compliance with the requirements of
the new regulations. The Company believes that it complies in all material
respects with all applicable state and federal laws and regulations governing
the confidentiality, dissemination and use of medical record information. There
can be no assurance, however, that differing interpretations of existing laws
and regulations or the adoption of new laws and regulations would not have a
material adverse effect on the ability of the Company to obtain or use patient
information. In addition, complying with the two new regulations published by
the DHHS in the area of health information may require significant effort and
expense that also could have a material adverse effect on the Company's
financial condition and results of operations. Moreover, the American Medical
Association (the "AMA") has issued an opinion to the effect that a physician who
does not obtain a patient's consent to the disclosure of the patient's medical
record information violates the AMA's ethical standards. While the AMA's
opinions are not law, they may influence the willingness of physicians to obtain
patient consents or to disclose patient medical information to the Company and
thus could have a material adverse effect on the Company's ability to obtain or
use patient information. Existing laws and regulations or new laws and
regulations that may be adopted in the future regarding confidentiality of
patient health information also could have a material adverse effect on the
Company's plans to develop and market its urology disease information databases.

     Uncertainties Related to Managed Care.  Managed care organizations are
gaining increasing control over access to health care and payment for an
increasing number of patients with urologic diseases. There can be no assurance
that the Company will be able to maintain its existing contracts with managed
care organizations or that it will be able to obtain additional contracts with
such organizations in the future which could preclude the Company from serving
large groups of patients in certain markets. The Company has experienced
increasing pricing pressure from managed care organizations, and such pressure
is expected to continue. There can be no assurance that such pricing pressure
and any contract restrictions will not have a material adverse effect on the
Company's financial condition and results of operations. In addition, the
Company is focused on the field of urology, and managed care providers tend to
contract exclusively with companies that serve a wider breadth of the healthcare
market. There can be no assurance that the Company will be able to overcome this
managed care trend. If the Company is unable to become an approved participating
provider under certain managed care programs that cover a number of patients of
any particular physician, that physician, to simplify purchasing and billing,
may elect to use a competitor of UroCor that is approved by such managed care
organizations for all of the physician's needs, regardless of whether other
patients are covered by Medicare or other third party payors. The loss of
business from key urologists and their patients could have a material adverse
affect on the Company's financial condition and results of operations.

     Uncertainties Related to Patents and Proprietary Rights.  While UroCor's
success does not depend on its ability to obtain patents, there can be no
assurance that it can operate without infringing upon the proprietary rights of
others. UroCor has licenses or license rights to certain United States patent
and patent applications. On UroCor's own patent applications, there can be no
assurance that patents, United States or foreign, will be obtained, or that, if
issued or licensed, they will be enforceable or will provide substantial
protection from competition or be of commercial benefit, or that UroCor will
possess the financial resources necessary to enforce or defend any of its patent
rights. Federal court decisions establishing legal standards for determining the
validity and scope of patents in the field are in transition. There can be no
assurance that the historical legal standards surrounding questions of validity
and scope will continue to be applied or that current defenses as to issued
patents in the field will offer protection in the future. UroCor must also avoid
infringing patents issued to competitors and must maintain technology licenses
upon which certain of its current products are, or any future products under
development might be, based. Litigation, which could result in substantial cost
to the Company, may be necessary to enforce its patent and license rights or to
determine the scope and validity of proprietary rights of third parties. If any
of UroCor's products are found to infringe upon patents or other rights owned by
third parties, it could be required to obtain a license to continue to utilize
or market such products. There can be no assurance that licenses to such patent
rights would be made available to the Company on commercially reasonable terms,
if at all. If UroCor does not obtain such licenses, it could encounter delays in
marketing affected products or be precluded from marketing them at all.

                                        20
<PAGE>   21

     Competitive Pressures.  The industry in which the Company's diagnostics
business operates is characterized by intense competition with many different
types of competitors including specialty laboratories, diagnostic kit and
instrumentation manufacturers, local, regional and national pathology services,
hospital laboratories and general reference clinical laboratories. Many of the
Company's competitors are significantly larger and have significantly greater
financial, technical and administrative resources than the Company; many also
have long established relationships with the Company's current and prospective
customers and with managed care organizations. There can be no assurance that
the Company will be able to compete successfully with such entities in the
marketing of products and services and in the acquisition of new technologies.

     Many companies, including large pharmaceutical firms with financial and
marketing resources and development capabilities substantially greater than
those of UroCor, are engaged in developing, marketing and selling therapeutic
products that compete with the drugs and devices offered or planned to be
offered by the Company. The selling prices of such products frequently decline
as competition increases. Further, other products now in use or under
development by others may be more effective than UroCor's current or future
products. The industry is characterized by rapid technological change, and new
or presently competing products may prevent the Company's products from gaining
sufficient market share to attain profitability. As a result of increasing
competition in marketing to urologists, the Company's ability to attract and
retain sales representatives and management may also affect its ability to
compete in the marketing of both diagnostic services and therapeutics. There can
be no assurance that the Company will be able to compete successfully in
marketing therapeutic products.

     Sources and Availability of Raw Materials.  The Company is dependent upon a
limited number of outside unaffiliated suppliers for its radioisotopes. To date,
the Company has been able to obtain the required radioisotopes for its products.
The Company believes that it will be able to continue to obtain required
radioisotopes from these or other sources, although there can be no assurance
thereof. The delay or unavailability of radioisotopes could have a material
adverse effect on the Company's production and sales levels and consequently
upon its financial condition and results of operations.

     Access to Capital.  Historically, the Company's growth has required, and
any future growth will require, significant amounts of working capital. Although
the Company believes that existing capital resources will be adequate to fund
its current level of operations and implement its currently planned growth
strategy, there may be circumstances or new business opportunities that would
require the Company to seek additional resources. There is no assurance that the
Company would be able to obtain such financing on acceptable terms.

     Possible Volatility of Stock Price of Common Stock.  There has been a
history of significant volatility in the market prices for shares of companies
engaged in the health care and biotechnology fields, and the market price of the
shares of the Company's common stock may be highly volatile. Factors such as
fluctuations in the Company's quarterly revenues and operating results,
announcements of technological innovations or new analytical services by the
Company and its competitors and changes in third-party reimbursement and
governmental regulation may have a significant effect on the market price of the
common stock. In addition, any regulatory announcements or action with respect
to the DOJ investigation, or the current tentative settlement of certain matters
covered by the DOJ investigation, could have a negative impact on the market
price of the Common Stock pending and regardless of the ultimate outcome of any
matter under investigation.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

     (a) Exhibits:

<TABLE>
        <S>   <C>
        10.1  Form of Indemnity Agreement between UroCor, Inc. and each of
              the individuals named in Schedule 10.1 thereto.
        10.2  Form of Change in Control Agreement between UroCor, Inc. and
              each of the individuals named and with the terms listed on
              Schedule 10.1 thereto.
</TABLE>

     (b) Reports on Form 8-K

        None.

                                        21
<PAGE>   22

                                   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.

                                            UROCOR, INC.

                                            By:    /s/ MICHAEL W. GEORGE
                                              ----------------------------------
                                                      Michael W. George
                                                President and Chief Executive
          May 14, 2001                                      Officer

                                            By:     /s/ BRUCE C. HAYDEN
                                              ----------------------------------
                                                      Bruce C. Hayden
                                                Senior Vice-President, Chief
                                                     Financial Officer,
          May 14, 2001                            Treasurer and Secretary

                                        22
<PAGE>   23

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
      EXHIBIT
      NUMBER                           DESCRIPTION
      -------                          -----------
      <S>      <C>
       10.1    Form of Indemnity Agreement between UroCor, Inc. and each of
               the individuals named in Schedule 10.1 thereto.
       10.2    Form of Change in Control Agreement between UroCor, Inc. and
               each of the individuals named and with the terms listed on
               Schedule 10.1 thereto.
</TABLE>