<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                AMENDMENT NO. 1
                         ON FORM 10-K/A TO FORM 10-K
                  FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO
           SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



(Mark one)

/X/       ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2000

/ /       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934

               For the transition period from _______ to _______.

                          Commission File No. 000-20698

                                BROOKTROUT, INC.
             (Exact Name of Registrant as Specified in Its Charter)

         MASSACHUSETTS                                    04-2184792
(State or Other Jurisdiction of                         (I.R.S.  Employer
 Incorporation or Organization)                         Identification No.)

            250 FIRST AVENUE, SUITE 300, NEEDHAM, MASSACHUSETTS 02494
               (Address of Principal Executive Offices)(Zip Code)

       Registrant's telephone number, including area code: (781) 449-4100

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

           Securities registered pursuant to Section 12(g) of the Act:
                         Common Stock (title of class)

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

       Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. /X/

       As of January 31, 2001, the aggregate market value of the voting and
non-voting common equity held by non-affiliates of the registrant was
approximately $91.1 million, based on the closing price of $10.0625 on such date
of the Company's common stock on the Nasdaq National Market System.

       As of January 31, 2001, 12,126,493 shares of common stock, $.01 par value
per share, were outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE



       Portions of (i) the Company's Annual Report to Shareholders for the
fiscal year ended December 31, 2000 are incorporated into Part II of this
Form 10-K/A and (ii) the Company's Proxy Statement relating to the 2001
Annual Meeting of Shareholders of the Company is incorporated into Part III
of this Form 10-K/A.



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                                EXPLANATORY NOTE

     The Company has added additional disclosure to notes 1, 2 and 11 of its
consolidated financial statements set forth in Exhibit 13 to this Form 10-K/A.

                                     PART I

       This Annual Report on Form 10-K/A contains certain statements that are
"forward-looking statements" as that term is defined under the Private
Securities Litigation Reform Act of 1995 and releases issued by the Securities
and Exchange Commission. The words "believes," "expects," "anticipates,"
"intends," "estimates" and other expressions that are predictions of or
indications of future events and trends and that do not relate to historical
matters identify forward-looking statements. Forward-looking statements involve
known and unknown risks, uncertainties and other factors that may cause the
actual results, performance or achievements of the Company to differ materially
from anticipated future results, performance or achievements expressed or
implied by such forward-looking statements. There are a number of important
factors that could cause the results of the Company to differ materially from
those indicated by such forward-looking statements, including those detailed
under the heading "Risk Factors" in the Registrant's 2000 Annual Report to
Shareholders, which statements are incorporated herein by reference. The Company
undertakes no obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or otherwise.



ITEM 1.  BUSINESS

OVERVIEW

       Brooktrout, Inc. (the "Company" or "Brooktrout") is a Massachusetts
corporation founded in 1984. During 1999, the Company changed its name from
Brooktrout Technology, Inc. to Brooktrout, Inc. The Company delivers
communications hardware and software products that enable the development of
applications ranging from Internet Protocol ("IP") telephony and embedded
voicemail to wireless messaging for the new global communications network. The
Company's strategy is to collaborate with its partners to help them increase
existing business, expand into new markets and accelerate the delivery of new
applications and services. The Company sells its products to system vendors,
service providers, original equipment manufacturers ("OEMs"), and value-added
resellers ("VARs"), both domestically and internationally through a direct sales
force and a two-tiered distribution system.

       The rapid evolution of the world's telecommunications systems has created
important market opportunities for the Company. One opportunity involves core
technologies and platforms that are primarily used in business premise products
such as fax, LanFax, and voice mail - Today's Network. Another opportunity - the
New Network(TM) - is the result of the global investments that are being made to
expand the capabilities of today's communication networks. These New Network
opportunities enable data, voice and fax information to be distributed using
packet-based data networks, such as the Internet, for portions of the
transmission and also to be distributed using the traditional circuit-switched
telephone network.

       Effective electronic communication over the New Network is dependent upon
network infrastructure technology that weaves together the many disparate
systems and applications already existing with the new and emerging
technologies. The Company markets many of its products to customers who are
creating the infrastructure to support the New Network. The Company believes
that another important market for its products is the unified messaging market.
In unified messaging, hardware and software applications enable users to
integrate their voice, fax and e-mail messages into one location, accessible
from their telephone or laptop computer. Another important New Network market
segment is the e-Commerce market. The Company believes that business-to-business
automation, both wired and wireless, is an important growth area for the new
economy and for the Company. E-commerce and unified messaging are examples of
the enhanced communication services that the Company anticipates will continue
to be developed for the New Network.

       Strategic acquisitions have also contributed to the Company's growth. On
December 17, 1998, the Company acquired the assets and assumed certain
liabilities of the Computer Telephony Products ("CTP") business of Lucent
Technologies, Inc ("Lucent"). The CTP business provides technologies for the
voice processing industry and manufactures hardware and software components that
connect PCs and Local Area Networks ("LANs") with telephone networks.

    Prior to February 8, 2001, the Company was organized and reported the
results of its operations in three operating segments, Brooktrout Technology,
Inc. ("Brooktrout Technology"), Brooktrout Software, Inc. ("Brooktrout
Software"), and Interspeed, Inc. ("Interspeed"). On February 8, 2001, the
Company's Board of Directors adopted formal plans to discontinue its Brooktrout
Software and Interspeed segments. Accordingly, the Company has reclassified the


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accompanying consolidated financial statements to reflect the discontinuance
of these two segments. (See also notes 1(c) and note 2 to the consolidated
financial statements). Financial information concerning the Company's
segments is summarized in note 13 to the consolidated financial statements in
the Registrant's 2000 Annual Report to Shareholders, which information is
incorporated herein by reference.

       The following business description pertains primarily to the continuing
operations of the Company's Brooktrout Technology segment.

PRIMARY PRODUCTS AND TARGET MARKETS

PRODUCTS

       TRXSTREAM(TM) SERIES media resource platforms support real-time voice and
fax transmission over circuit and IP packet data networks.

       -    TR1000(TM) SERIES is a high-density messaging platform that supports
            up to 120 voice channels and up to 8 intelligent fax channels per
            board. The TR1000 is a service provider application platform used in
            applications such as messaging, conferencing, connection services,
            and voice portals. The TR1000 combines high-density voice and fax
            resources onto a single card, which enables simplified development
            and faster time-to-market for New Network applications.

       -    TR1100(TM) SERIES is an enterprise applications platform for
            developers building high-density New Network applications for
            contact centers, voice portals and fax and voice messaging. The
            TR1100 provides up to 60 independently configurable voice or fax
            channels with an integrated T1/E1/ISDN network interface. The
            TR1100, when combined with the latest release of Brooktrout's
            RealComm 100(TM), a communications media server and software
            development kit ("SDK"), provides developers with an open,
            standards-based platform for developing New Network applications.

       -    TR2001(TM) SERIES is a service provider development platform that
            powers voice/fax gateways, as well as new applications such as
            Internet call-waiting and push-to-talk web-based telephony. The
            TR2001 Series is a real-time IP platform that supports up to
            60 channels of voice and fax over IP per board. The TR2001 can
            operate in a dual Pentium configuration that helps minimize host
            processor loads and provides a high degree of scalability. In
            addition, for developers who want the same degree of reliability and
            scalability in a single chassis, the TR2001 supports MVIP and SCbus
            configurations.

       NETACCESS(R) CPCI WAN ACCESS CARD is a high-density T1/E1/ISDN network
connectivity platform with up to eight software-selectable T1/E1 ports, H.110
telephony bus, and Ethernet in a single cPCI slot, and thousands of simultaneous
data or voice sessions per system. With an intelligent, field-proven on-board
software stack and an HDLC packet engine, the Netaccess architecture enables
feature-rich and robust performance across a variety of applications and
provides a faster time-to-market alternative to embedded, proprietary
approaches.

       NS700(TM) SS7 SERIES is a robust product line that offers the
necessary features and proven field experience for developing carrier-grade
applications (MTP2 through ISUP and TCAP, and single or multi-chassis
implementations). The NS700 Series of interface cards support up to 32 SS7
links on up to eight T1/E1 interfaces, running a full SS7 software stack.
Rapid development and deployment of new services is assured by TDAPI, a
powerful C language applications programming interface ("API"). For OEM
customers who wish to deploy their own high-level SS7 stack, Brooktrout
provides an interface for the MTP2 layer on its Netaccess line of interface
cards.

       REALCOMM 100(TM) is a high-performance, industry-standard (ECTF S.100)
communications server software that enables developers to build innovative
communications solutions for call centers, interactive voice response,
enhanced call services, automated attendant and directory services and
unified messaging. In addition, the RealComm 100 communications server
software helps reduce developers' time-to-market by implementing rich
resource management services and hardware abstraction, enabling scalable,
distributed applications.


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       VANTAGE(TM) SERIES are versatile voice processing platforms for
developing robust, highly scalable, high-density messaging and digital recording
applications. The Vantage Series provide up to 8 ports of voice on a single
resource card, in either ISA or PCI form factors. The Vantage Series includes
optional H.100 open standards interfaces and CTR-21 international approval.

       TR114(TM) SERIES are intelligent boards designed for high-performance fax
and fax/voice messaging systems. The TR114 provides up to 16 intelligent fax and
voice channels offering full fax and voice processing on each. The TR114 is one
of the most widely used intelligent fax boards in the industry. The TR114 has
extended support for Internet faxing, both for T.37-compatible store-and-forward
and T.38 real-time transmissions. The TR114 is used in New Network applications
such as IP- and Web-based messaging.

       TRUFAX(R) SERIES are fax-processing boards designed for small and medium
businesses. TruFax products incorporate many of the functions that contribute to
the high-reliability of the TR114 Series products, but do not support advanced
features such as Internet fax, color fax, or voice processing.

       ENSEMBLE(TM) SERIES is a flexible, low-cost PC system designed as an
ideal host for compact voice processing solutions. The Ensemble line consists
of a range of PCs bundled with Brooktrout Technology cards. This single,
integrated system provides developers with a stable, high-reliability
combination, offering superior performance over other compact platforms,
while priced less than if the components were sold separately.

       PRELUDE(TM) SERIES is a family of half-size, low-cost, full-featured
voice processing platforms for PC systems. The Prelude Series includes the Duet
2-port and Quartet 4-port analog half-size cards that enable developers to build
voice messaging and digital recording systems based on a "miniature" PC
architecture, reducing overall costs while maintaining full voice processing
functionality.

       RDSP(TM) SERIES are PC voice processing platforms that provide developers
with proven voice processing for ISA bus-compatible computers. The RDSP Series
include up to 24 ports of voice on a single resource card that supports
development of robust solutions for messaging, digital recording, and other
computer telephony applications.

       RTNI(TM) SERIES are advanced telephony network interface cards that offer
developers a reliable, flexible and scalable solution for adding voice
processing and call switching to PC systems. The RTNI Series includes 2 T1, 2
E1, and 24 analog interfaces. Each card provides a T1/E1 compatible and analog
communication interface for the RDSP and Vantage Series platforms through the
MVIP bus.

       REALCT(R) DIRECT is a low-level API driver that provides the interface
between an operating system and Brooktrout Technology hardware. These drivers
provide developers with direct access to any device in a computer telephony
environment, enabling development of applications and direct control over all
devices in the system. Using this driver-level control, developers can create
powerful, robust applications that take full advantage of processor and other
system resources.

MARKETS

       The following is a description of the target market segments in which the
Company is focused, and the products that serve them:

VOICE OVER PACKET GATEWAYS

       Voice over packet technology is at the center of the New Network, and
The Company's technologies bridge the gap between the old analog world and
the new digitized packet and wireless networks. The Company's service
provider customers develop product solutions for local phone companies,
Internet service providers, and wireless operators, who then provide their
subscribers with enhancements to paid phone and Internet services such as
Internet call waiting, wireless messaging, or other advanced voice, fax, and
messaging features. As the industry evolves from the circuit-switched system
that has carried voice traffic for generations to the new packet-switched
network, which carries data, Internet traffic and voice, The Company's
technology is designed to communicate with both, offering the link that allows


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voice traffic to move between the two. The Company's Netaccess and TR2001
Series products are used in voice over packet gateways.

CONTACT CENTERS

       Within the contact center market, the end-user customer purchases
solutions from Brooktrout Technology partners, then uses the solutions to
expand or enhance telecommunications capabilities within a single department
or across an entire organization. In addition to providing the link between
circuit switched and packet-based networks, Brooktrout's products bring
market-established digital recording capabilities to telephone contact
centers. The Company's technical expertise and products make it possible for
customers to incorporate core voice and data technologies into powerful,
full-featured products compatible with standard platforms. The Company's
RealComm 100 and TRxStream Series are used in contact center applications.

WIRELESS INFRASTRUCTURE

       As with the circuit-switched phone network, wireless providers are
looking to expand offerings to customers. The Company's Netaccess brand
interface cards and SS7 solutions provide the key link between the wireless user
and the land-based telephone system. The Company's hardware is used inside base
station controllers to communicate to the master server to provide timely
accurate usage information. The boards can also be used as an interface to the
outbound gateway in a base station controller that is being used for general
packet radio service, a specialized "always on" service for sending and
receiving data across the wireless network. The Company's Netaccess and NS700
SS7 Series products are used in wireless infrastructure systems.

ENHANCED SERVICES

       Enhanced services are those calling and call management features that
help a carrier to compete and to increase the value it delivers to its
customers. The best known services include features such as caller ID, network
voice mail, pre-paid calling cards, forwarding and follow-me services,
screening, never-busy fax, and three-way calling, as well as newer features such
as credit card processing, barge-in voice technology, and talking call waiting.
In each case, these services are increasingly available over all standard
carrier platforms: the public circuit-switched telephone network, Internet
protocol or IP network, and the various wireless systems used around the world.
The Company's hardware is suitable for carrier-class customers regardless of
whether the installation is on an application-specific platform, as an enhanced
peripheral in a central office switch, or as part of the soft switch
architecture delivering media processing for enhanced services. The Company's
TR1000 and NS700 SS7 Series products are used in enhanced services applications.

MESSAGING

       Messaging products have been the Company's core business since the
Company was founded. In today's business environment, messaging includes
e-mail, voice mail, fax, pagers and a new generation of subscriber services
all sharing a company network, the Internet, wireless system, or standard
phone lines. Electronic messaging enables businesses to increase
productivity, bring improvements to customer service, supplier relations,
marketing, and many other aspects of its business. It offers the flexibility
to communicate with the timeliness of the telephone and the accuracy of
print. Proven expertise and leadership in both voice and fax messaging
technologies has uniquely positioned Brooktrout to succeed in the burgeoning
unified messaging market. The Company offers developers a full line of
solutions to enable a great variety of messaging applications and enhanced
features. The Company's TR1100 Series, TR114 Series, TruFax Series, RealComm
100, Vantage Series, Ensemble Series, Prelude Series, RDSP Series, RTNI
Series, TRNIC Series, RealCT Direct, Enhanced Call Control API, TR Series API
and Real-Time Fax API are used in messaging applications.


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CUSTOMERS, SALES AND MARKETING

       The Company sells its products to system vendors, service providers,
OEMs, and VARs, both domestically and internationally, through a direct sales
force and a two-tiered distribution system. The two-tiered distribution
arrangement is with Tech Data Corporation, a leading networking supplier, and
Ingram Micro, a leading wholesale distributor of computer technology products
and services.

       The Company ordinarily sells its products on the basis of purchase orders
received from customers. From time to time, the Company has entered into
agreements with certain of its customers, which agreements establish terms and
conditions for sales. These agreements generally do not establish any long-term
fixed purchase or supply commitments for either party.

       In 2000, 1999 and 1998, sales to Lucent, the Company's largest customer,
accounted for 22%, 14%, and 24% respectively, of the Company's total revenues.
The Company sells its products to a number of separate business units within
Lucent. In 2000, sales to Lucent have predominantly been of the TRxStream Series
product line for use in New Network applications.

SERVICE PROVIDERS AND ORIGINAL EQUIPMENT MANUFACTURERS (OEMS)

       Providers of enhanced telecommunications services develop, or purchase
from developers, large, complex systems incorporating the Company's products to
deliver electronic communications applications. These systems typically require
long development times and result in periodic deployments of large systems. OEMs
design, manufacture and market electronic communications systems that include
the Company's products. OEMs generally have long product design and development
processes that precede the release of products.

       Making sales to both of these types of customers can be a complex and
time-consuming process that is often focused on technical requirements. To serve
these customers in North America, the Company sells its products through a
direct sales force deployed throughout the United States.

VALUE-ADDED RESELLERS (VARS)

       VARs typically purchase the Company's products for resale to an end-user
enterprise customer together with application software developed by the VAR or
purchased from an independent software vendor ("ISV"). The Company has
established a network of resellers, including many who are designated Brooktrout
Authorized Resellers. The Company employs direct sales people and manufacturers'
representatives to recruit, train and assist VARs. The Company also uses a
two-tiered distribution system for some of its fax, voice, network interface and
multi-port modem products, utilizing national distributors who then sell to
VARs.

INTERNATIONAL

       The Company sells its products to service providers, OEMs and VARs
internationally through a direct sales force organized by region. The Company
has established sales offices in Belgium, the United Kingdom, Germany, Australia
and Canada.

       The Company's international sales efforts are initiated from corporate
headquarters in the United States and internationally located sales and support
offices. International sales accounted for approximately 16%, 23% and 20% of
total revenues in 2000, 1999 and 1998, respectively.

       Most countries require technical approvals from their
telecommunications regulatory agencies for products that operate in
conjunction with the local telephone system. Obtaining these approvals is
generally a prerequisite for sales in a given jurisdiction. Obtaining
requisite approvals may require from two months to a year or more depending
on the product and the jurisdiction. The Company, its distributors or its
customers have received product approvals for the Company's fax and voice
products from agencies in Australia, Canada, France, Germany, Hong Kong,
Korea, Italy, Japan, Malaysia, the Netherlands, New Zealand, Singapore,
Sweden, Switzerland, Mexico, Ireland, Norway, Denmark,


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India, Czech Republic, the United Kingdom, Austria, Belgium, Finland, Greece,
Luxembourg, Portugal, Spain, the European Union, China, Thailand, Argentina,
Israel, South Korea, Russia, South Africa, Morocco, Iceland and the United
States.

BROOKTROUT'S PARTNER CONNECTION PROGRAM

       The Company has established a Partner Connection Program for OEMs,
service providers and VARs. The participants in the Partner Connection Program
receive technical support, training, a quarterly newsletter and marketing
assistance on a priority basis, which the Company believes facilitates
development and deployment of their solutions throughout the world.

TECHNICAL SUPPORT AND WARRANTIES

       The Company backs its products with responsive, engineering level
support. Many of the Company's technical support staff members hold
bachelor's degrees in electrical engineering or computer science. Staff
members place the highest priority on providing timely, accurate information,
as well as advice on how to take advantage of the Company's sophisticated
product line. The Company's technical support personnel have been a source of
product improvements and new features and functions resulting from their
close working relationships with customers. The Company's technical support
activities represent an integral element of its marketing strategy.

       Brooktrout warrants its hardware products against defects in materials
and workmanship. In March 2000, the Company increased the warranty on its
generally available network interface and signal processing products to five
years from the date of purchase from the Company. The Company extended its
warranty for competitive purposes, as certain of the Company's competitors had
recently shortened their warranties and begun charging for additional warranty
coverage. Products purchased on or after January 1, 2000 are covered under this
new warranty. For hardware products purchased before January 1, 2000, the
warranty generally extends for periods of twelve to thirty-six months from the
date of purchase. Brooktrout has also provided, from time to time, extended
warranties to certain customers under contractual agreements or for additional
consideration.

RESEARCH AND DEVELOPMENT

       The market for electronic communications products is generally
characterized by rapid technological change, changes in customer requirements,
frequent new product introductions and enhancements and emerging industry
standards. The Company focuses significant resources on improving its products
in response to changes in operating systems, application software, computer and
telephony hardware, networking software, programming tools and computer language
technology. During the years ended December 31, 2000, 1999, and 1998, the
Company spent approximately 17%, 15%, and 14% of total revenues, respectively,
on research and development. Research and development expenses have been charged
to operations as incurred. The Company is continuing its development efforts for
its current products, as well as developing new products and next generation
versions of its current products. The Company believes significant investments
in product development are required to remain competitive. As a consequence, the
Company intends to continue to increase the dollar amount of its product
development expenditures in the future.

       On September 29, 2000, the Company acquired rights to certain in-process
technology that, upon completion, is intended to result in a single CompactPCI
circuit board that will provide an STS-1 interface that is capable of handling
28 T1 links (672 voice channels) and echo cancellation. The Company recorded a
one-time charge of $2,550,000 in 2000 for the purchased research and development
rights in the STS-1 project, which has not yet reached technological
feasibility, has no alternative future use, and for which successful development
is uncertain.

COMPETITION

       The Company is in direct competition with companies offering similar
products or products responsive to similar applications. In addition, there
is always the potential for new entrants into the Company's markets by other
companies, including the Company's customers and suppliers. The Company
believes that the principal competitive factors affecting the market for the
Company's products and services include product functionality and features,
product quality,


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performance and price, ease of product integration, and quality of customer
support services. The relative importance of each of these factors depends
upon the specific customer environment. Although the Company believes that
its products and services currently compete favorably with respect to such
factors, there can be no assurance that the Company can maintain its
competitive position against current and potential competitors.

       Many of the Company's current and potential competitors have longer
operating histories, significantly greater financial, technical, product
development and marketing resources, greater name recognition and larger
customer bases than the Company. The Company's present or future competitors may
be able to develop products comparable or superior to those developed by the
Company, adapt more quickly than the Company to new technologies, evolving
industry trends or customer requirements, or devote greater resources to the
development, promotion and licensing of their products than the Company.
Accordingly, there can be no assurance that competition will not intensify or
that the Company will be able to compete effectively in its market.

       The Company has faced, and expects that it will to continue to face,
increasing pricing pressures from its current competitors and new market
entrants. The Company's competitors may engage in pricing practices that cause
the Company to reduce the average selling prices of its products. To offset
declining average selling prices, the Company believes that it must successfully
develop and introduce on a timely basis new products or products that
incorporate new features that can be sold at gross margins comparable to those
on existing products. To the extent that such new products are not developed in
a timely manner, do not achieve customer acceptance, or do not generate
comparable gross margins, the Company's profitability may decline.

BACKLOG

       At December 31, 2000, the Company's backlog of firm orders for
products and services was approximately $6,866,000 compared with
approximately $9,400,000 at December 31, 1999. All of the backlog is expected
to be shipped or provided before the end of 2001. The Company regards all
orders as firm orders. Because of the possibility of customer changes in
delivery schedules or of cancellation of orders, the Company's backlog as of
any particular date may not be indicative of actual sales for any particular
future period. The period of time between placement of an order and delivery
of the product varies from one day for certain TRxStream Series products to
ten months for certain OEM systems products.

MANUFACTURING

       The Company's manufacturing operations consist primarily of final
assembly and testing of components, systems and subsystems. The Company tests
its products at various stages in the manufacturing process. Each product
undergoes a final load and functional test at the Company's Needham,
Massachusetts or Salem, New Hampshire facilities prior to shipment.

       The Company uses independent manufacturers to perform printed circuit
board assembly and testing. The Company believes it has good relationships
with its subcontractors and has generally experienced timely delivery of
products and satisfactory quality with respect to products manufactured by
subcontractors. The Company's Needham, Massachusetts facility has achieved
ISO 9002 certification and the Company's Salem, New Hampshire facility has
achieved ISO 9001 certification.

PROPRIETARY TECHNOLOGIES

       The Company's software and firmware are protected by copyright laws.
Because on-board and downloadable firmware represent an important element of
the value of the Company's hardware products, the Company believes that it
obtains significant protection for its proprietary interest in its hardware
products, as well as its software products, from copyright laws. Certain
design features, including ASICs (application specific integrated circuits),
software and firmware, receive some protection under trade secret laws. Each
employee of the Company has executed a proprietary information agreement
designed to protect the trade secrets of the Company, inventions created in
the course of employment with the Company and other proprietary information
of the Company. There can be no assurance, however, that copyright and trade
secret protection will be sufficient to prevent competitors from developing
software and other technology similar to


                                                                               8

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the software and other technology upon which the Company relies for a
significant portion of its revenues. In addition, the Company has
periodically received, and may receive in the future, communications from
third parties asserting patent rights with respect to certain of the
Company's products and features.

       The Company has acquired licenses under certain patents covering
aspects of voice processing and voice transcoding technology, and licenses
from third parties for some of the software used in certain of its voice and
fax products. The Company pays royalties under these licenses with respect to
its sales of certain products. The licenses generally extend for the life of
the patent in question (in the case of patents) or in perpetuity (in the case
of software), and are subject to termination only in the event of a breach.
Royalties constitute a percentage of sales of particular products or product
elements, or a fixed amount per unit of hardware or software distributed, and
do not account for a material part of the Company's cost of product sold.

EMPLOYEES

       As of December 31, 2000, the Company had 374 full-time employees, of
which 127 were engaged in engineering and product development, 130 in sales,
marketing and technical support, 72 in administration, and 45 in
manufacturing. None of the Company's employees are represented by a labor
union and the Company believes its relations with its employees are good.

EXECUTIVE OFFICERS

       The executive officers of the Company as of March 19, 2001 are as
follows:

<Table>
<Caption>
       NAME                                      AGE                POSITION
       ----                                      ---                --------
<S>                                              <C>     <C>
Eric R. Giler................................    45      President and Director

David W. Duehren.............................    43      Vice President of Research and Development, Clerk and Director

Robert C. Leahy..............................    48      Vice President of Finance and Operations, and Treasurer

Heather J. Magliozzi.........................    38      Vice President of Corporate Communications

Jonathan J. Sirota...........................    59      Vice President

R. Andrew O'Brien............................    42      Vice President and General Manager, New Public Networks Group

John Ison....................................    45      Vice President and General Manager, Enterprise Markets Group

John M. Faiman...............................    47      Senior Vice President of Worldwide Sales

Mark D. Flanagan.............................    47      Vice President and President, Brooktrout Software
</Table>

       Eric R. Giler is a Company founder and has been President and a
Director of Brooktrout since the Company's inception in 1984. Prior to
founding the Company, Mr. Giler worked primarily in the area of technical
marketing and sales as a product manager with Teradyne, Inc. and as an
applications engineering manager for Intec Corp. Mr. Giler is the former
Chairman of the Massachusetts Telecommunications Council and a current board
member. He received a Bachelor of Science degree from Carnegie-Mellon
University and a Master of Business Administration degree from the Harvard
Business School. Mr. Giler serves on the board of Interspeed, Inc. and
Netegrity, Inc. Mr. Giler also is a director of various privately held high
technology corporations.

       David W. Duehren is a Company founder and has been Vice President of
Research and Development and a Director of Brooktrout since the Company's
inception in 1984. Mr. Duehren is the former chairman of the
Telecommunications Industry Association Committee TR29.1, the subcommittee
responsible for Group 3 fax enhancements, and also contributes to worldwide
International Telecommunications Union -- Telephony (ITU-T) and Internet
Engineering Task


                                                                               9

<Page>


Force (IETF) standards. Mr. Duehren is also a member of the Institute of
Electrical Electronic Engineers (IEEE). Mr. Duehren received a Bachelor of
Science degree and Master of Science degree in Electrical Engineering from
the Massachusetts Institute of Technology.

       Robert C. Leahy has been Vice President of Finance and Operations and
Treasurer of Brooktrout since March 1988. Prior to joining Brooktrout, Mr. Leahy
held the position of corporate controller and treasurer for Cambridge Robotics.
Mr. Leahy is an active member in the Financial Executive Institute. Mr. Leahy
received a Bachelor of Science degree in accounting and a Master of Business
Administration degree from Bentley College.

       Heather J. Magliozzi has been Vice President of Corporate
Communications of Brooktrout since August 1998. Ms. Magliozzi was Director of
Marketing from April 1996 to July 1998 and was Marketing Communications
Manager from August 1994 to April 1996. Prior to joining Brooktrout, Ms.
Magliozzi was a Marketing Manager for NEC Technologies from January 1985 to
July 1994. Ms. Magliozzi received a Bachelor of Arts degree in English and
Communications from Boston College.

       Jonathan J. Sirota has been a Vice President of Brooktrout since
September 1994. Mr. Sirota was also General Manager of the Data Technology
Division of Brooktrout from September 1998 to January 2001. Mr. Sirota was Vice
President of Engineering from January 1994 to August 1998. Prior to joining
Brooktrout, Mr. Sirota was Senior Vice President of Engineering and Operations
for ERGO Computing, Inc. from March 1989 to January 1994. Mr. Sirota received a
Bachelor of Science degree in Electrical Engineering from Rensselaer Polytechnic
Institute and a Master of Science degree in Electrical Engineering from
Massachusetts Institute of Technology.

       R. Andrew O'Brien has been Vice President and General Manager of the New
Public Networks Group since January 2001. Mr. O'Brien was Vice President of
Business Development of Brooktrout from July 1998 to January 2001 and Vice
President of Marketing and Business Development from July 1993 to June 1998. Mr.
O'Brien was Director of Marketing and Business Development from January 1993 to
June 1993. Prior to joining Brooktrout, Mr. O'Brien was a consultant with
McKinsey & Company, Inc. from September 1986 to January 1993. Mr. O'Brien
received a Bachelor of Arts degree from Yale University and a Master of Business
Administration degree from the Harvard Business School.

       John Ison has been Vice President and General Manager of the Enterprise
Markets Group since January 2001. Mr. Ison was Vice President and General
Manager of the Voice Technology Division of Brooktrout from April 1999 to
January 2001. Prior to joining Brooktrout, Mr. Ison was Vice President of
Marketing at Live Picture, Inc. and President and CEO at Newfire, Inc. Mr. Ison
received a Bachelor of Science and a Master of Science in Management from the
Massachusetts Institute of Technology and a Master of Science in Engineering
from Dartmouth College.

       John M. Faiman has been Senior Vice President of Worldwide Sales since
November 1999. Prior to joining Brooktrout, Mr. Faiman was Senior Vice President
of Sales and Marketing for Simple Technology. Mr. Faiman has also held sales
management positions with Mountain Network Solutions, Arrow Electronics, and
Tech Data Corporation. Mr. Faiman received a Bachelor of Science degree in
economics from City University of New York.

       Mark D. Flanagan has been Vice President of Brooktrout and President of
Brooktrout Software since January 1998. Prior to joining Brooktrout, Mr.
Flanagan was executive vice president of Lernout & Hauspie's Dictation Division
and general manager of its PC Applications Group. Previously, he held senior
management positions with International Data Group, Lotus Development
Corporation and International Thomson Organization. Mr. Flanagan holds a
Bachelor of Arts degree from the University of Rochester and he also attended
The Graduate School of Management at Boston College.


                                                                              10

<Page>


ITEM 2.  PROPERTIES

       The Company leases facilities in Needham, Massachusetts, in Salem, New
Hampshire and in Los Gatos, California. In Needham, Massachusetts, the
Company leases three facilities, a 31,000 square foot manufacturing facility,
a 38,000 square foot office that accommodates engineering, sales and
marketing, and a 22,000 square foot facility that houses corporate
headquarters. Two of the Needham, Massachusetts facilities are leased until
2006, and one until 2005. In Los Gatos, California, the Company leases an
office of approximately 33,000 square feet for engineering, sales, marketing
and administration. This lease expires in 2006. In Salem, New Hampshire, a
26,000 square foot leased facility is used for engineering, manufacturing,
sales, marketing and administrative operations. This lease expires in 2003.

       The Company also maintains operating leases and office space for sales
and support functions in Illinois, Florida, North Carolina, Belgium, Canada and
the United Kingdom.

       The Company believes that its present facilities are adequate for its
current needs and that suitable additional space will be available as needed.

ITEM 3.  LEGAL PROCEEDINGS

       In October 2000, several shareholder class action complaints were filed
in the United States District Court for the District of Massachusetts by certain
shareholders of Interspeed and of the Company. Certain of the complaints name,
among others, the Company and certain of its current and former officers and
certain of its directors as defendants. The lawsuits were filed after
Interspeed's October 6, 2000 announcement that it would be restating its
unaudited financial results for certain prior quarters of its fiscal year 2000.
The complaints include allegations that the Company or certain of its officers
and directors participated in and approved the issuance of the financial
statements of Interspeed, that defendants are "controlling persons" of
Interspeed, and that the defendants made false or misleading statements
regarding the Company's own consolidated financial results. The plaintiffs are
seeking unspecified damages. The Company is defending these actions vigorously
and cannot reasonably estimate the impact on the Company's consolidated
financial position or results of operations at this time.

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

       Not applicable.

                                                                              11

<Page>


                                     PART II

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

       Information in response to this item appears under the captions "Stock
Price Information" and "Shareholder Information" in the Company's Annual Report
to Shareholders for the year ended December 31, 2000, which is included as
Exhibit 13 hereto and is incorporated into this report by reference.

ITEM 6.  SELECTED FINANCIAL DATA

       Information in response to this item appears under the caption "Selected
Consolidated Financial Data" in the Company's Annual Report to Shareholders for
the year ended December 31, 2000, which is included as Exhibit 13 hereto and is
incorporated into this report by reference.

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

       Information in response to this item appears under the caption
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in the Company's Annual Report to Shareholders for the year ended
December 31, 2000, which is included as Exhibit 13 hereto and is incorporated
into this report by reference.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

       Information in response to this item appears under the caption
"Quantitative and Qualitative Disclosures about Market Risk" in the Company's
Annual Report to Shareholders for the year ended December 31, 2000, which is
included as Exhibit 13 hereto and is incorporated into this report by reference.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

       The Registrant's Consolidated Financial Statements as of and for the
years ended December 31, 2000 and Supplementary Data are contained in the
Company's Annual Report to Shareholders for the year ended December 31, 2000,
which is included as Exhibit 13 hereto and is incorporated into this report by
reference.

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

       Not applicable.


                                                                              12

<Page>


                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

       Directors. The information appearing under the caption "Information
Regarding Directors" in the Company's definitive Proxy Statement for its 2001
Annual Meeting of Shareholders, to be filed with the Securities and Exchange
Commission pursuant to Regulation 14A, not later than 120 days after the close
of the fiscal year, is incorporated into this report by reference.

       Executive Officers. Information with respect to executive officers
appears under the caption "Executive Officers" in Part I, Item 1 of this report.

ITEM 11.  EXECUTIVE COMPENSATION

       Information in response to this Item appears under the caption "Executive
Compensation" in the Company's definitive Proxy Statement for its 2001 Annual
Meeting of Shareholders, to be filed with the Securities and Exchange Commission
pursuant to Regulation 14A, not later than 120 days after the close of the
fiscal year, and is incorporated into this report by reference.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

       Information in response to this Item appears under the caption "Ownership
of Equity Securities" in the Company's definitive Proxy Statement for its 2001
Annual Meeting of Shareholders, to be filed with the Securities and Exchange
Commission pursuant to Regulation 14A, not later than 120 days after the close
of the fiscal year, and is incorporated into this report by reference.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

       Information in response to this Item appears under the caption "Certain
Relationships" in the Company's definitive Proxy Statement for its 2001 Annual
Meeting of Shareholders, to be filed with the Securities and Exchange Commission
pursuant to Regulation 14A, not later than 120 days after the close of the
fiscal year, and is incorporated into this report by reference.


                                                                              13

<Page>


                                     PART IV

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

    (a, d)

        (1)  Financial Statements

       The following is included in Part II of this report, incorporated by
reference from the Company's Annual Report to Shareholders for the year ended
December 31, 2000 filed as Exhibit 13 hereto:


<Table>
<Caption>                                                                                                            EXHIBIT 13
                                                                                                                     PAGE NO.
                                                                                                                     ----------
<S>                                                                                                                  <C>
    Independent Auditors' Report.................................................................................         23
    Consolidated Balance Sheets as of December 31, 2000 and 1999.................................................          3
    Consolidated Statements of Operations for the Years Ended December 31, 2000, 1999, and 1998..................          4
    Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2000, 1999 and 1998..          5
    Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2000, 1999, and 1998........          6
    Consolidated Statements of Cash Flows for the Years Ended December 31, 2000, 1999, and 1998..................          7
    Notes to Consolidated Financial Statements...................................................................          8
</Table>


        (2)  Financial Statement Schedules



       The following are contained on the indicated pages of this Annual Report
on Form 10-K/A:



<Table>
<Caption>
                                                                                                                     PAGE NO.
                                                                                                                     --------
<S>                                                                                                                  <C>
        Independent Auditors' Report on Financial Statement Schedule.............................................         16
        Schedule IX Valuation and Qualifying Accounts............................................................         17
</Table>

       Schedules not listed above are omitted because they are not required or
because the required information is given in the Consolidated Financial
Statements or Notes thereto.

        (3)  Exhibits

       Exhibits filed herewith or incorporated herein by reference are set forth
in Item 14(c) below.

(b) Reports on Form 8-K

       None.

(c) Exhibits

       See Exhibit Index on the page immediately preceding exhibits.


                                                                              14

<Page>


                                   SIGNATURES



       Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this
Amendment No. 1 on Form 10-K/A to be signed on its behalf by the undersigned,
thereunto duly authorized.



                                        BROOKTROUT, INC.

                                        By: /s/ Robert C. Leahy
                                           -------------------------------------
                                           Robert C. Leahy, Vice President
                                           Finance and Operations



Date: November 8, 2001



                                                                              15


<Page>

INDEPENDENT AUDITORS' REPORT ON FINANCIAL STATEMENT SCHEDULE

To the Board of Directors and Stockholders of Brooktrout, Inc.:

We have audited the consolidated financial statements of Brooktrout, Inc. and
subsidiaries (the "Company") as of December 31, 2000 and 1999, and for each of
the three years in the period ended December 31, 2000, and have issued our
report thereon dated February 8, 2001, which is incorporated by reference in
this Annual Report on Form 10-K. Our audits also included the financial
statement schedule of Brooktrout, Inc., listed in Item 14(a)(2) of this Annual
Report on Form 10-K. This financial statement schedule is the responsibility of
the Company's management. Our responsibility is to express an opinion based on
our audits. In our opinion, such financial statement schedule, when considered
in relation to the basic consolidated financial statements taken as a whole,
present fairly in all material respects the information set forth therein.


/s/ Deloitte & Touche LLP
------------------------------
Boston, Massachusetts
February 8, 2001


                                                                              16

<PAGE>


                                                                     SCHEDULE IX

                                BROOKTROUT, INC.

                        VALUATION AND QUALIFYING ACCOUNTS
                                 (In Thousands)

<Table>
<Caption>
                                                   BALANCE AT        CHARGED TO                                     BALANCE
                                                   BEGINNING          COST AND                                       AT END
                                                   OF YEAR($)       EXPENSES($)    DEDUCTIONS($)      OTHER($)      OF YEAR($)
                                                   ----------       -----------    -------------      --------      ----------
<S>                                                <C>              <C>            <C>                <C>           <C>
ACCOUNTS RECEIVABLE ALLOWANCE ACCOUNTS:

For the year ended December 31, 1998                 1,164              958            (447)             638(1)       2,313

For the year ended December 31, 1999                 2,313              824            (671)              --          2,466

For the year ended December 31, 2000                 2,466              435            (201)             (53)         2,647

ALLOWANCE FOR OBSOLETE INVENTORY:

For the year ended December 31, 1998                 3,011            1,519             (58)              --          4,473

For the year ended December 31, 1999                 4,473            1,171            (962)              --          4,682

For the year ended December 31, 2000                 4,682            1,455          (1,305)              --          4,832

ACCRUED WARRANTY COSTS:

For the year ended December 31, 1998                   850              948            (484)              --          1,314

For the year ended December 31, 1999                 1,314              519            (529)              --          1,304

For the year ended December 31, 2000                 1,304              659            (406)             (58)         1,499
</Table>

(1)    Allowance for doubtful accounts recorded in connection with the CTP
       acquisition.


                                                                              17

<PAGE>


                                  EXHIBIT INDEX

<Table>
<Caption>
EXHIBIT
  NO.                                  TITLE
-------                                -----
<S>         <C>
   2.1      Asset Purchase Agreement by and among BTGP, Inc. and Brooktrout Technology Europe Limited dated
            December 17, 1998 is hereby incorporated by reference from Exhibit 2.1 to the Company's Current Report
            on Form 8-K filed with the Securities and Exchange Commission ("SEC") on December 29, 1998 (File No.
            000-20698).

   2.2      Asset Purchase Agreement by and among BTINH Operating Company, Inc. and Netaccess, Inc. dated June 30,
            1997 is hereby incorporated by reference from Exhibit 2.1 to the Company's Current Report on Form 8-K
            filed with the SEC on July 14, 1997 (File No. 000-20698).

   3.1      Restated Articles of Organization of the Company are hereby incorporated by reference from Exhibit 3.1
            to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999 filed with the
            SEC on March 30, 2000 (File No. 000-20698).

   3.2      Articles of Amendment to the Restated Articles of Organization of the Company are hereby incorporated
            by reference from Exhibit 3.2 to the Company's Annual Report on Form 10-K for the fiscal year ended
            December 31, 1999 filed with the SEC on March 30, 2000 (File No. 000-20698).

   3.3      Articles of Amendment to the Restated Articles of Organization of the Company are hereby incorporated
            by reference from Exhibit 3.3 to Amendment No. 2 to the Company's quarterly report on Form 10-Q/A for
            the fiscal quarter ended June 30, 2000, as filed with the SEC on November 17, 2000 (File No.
            000-20698).

   3.4      Amended and Restated By-laws of the Company are hereby incorporated by reference from Exhibit 3.3 to
            the Company's Registration Statement on Form S-1 with respect to its initial public offering of Common
            Stock as initially filed with the SEC on August 28, 1992 (File No. 33-51424).

  10.1      Lease between the Company and Trustees of Needham 152 Second Avenue Trust dated April 7, 1997 is hereby
            incorporated by reference from Exhibit 10.1 to the Company's Annual Report on Form 10-K for the fiscal
            year ended December 31, 1997, as filed with the SEC on March 30, 1998 (File No. 000-20698).

  10.2      Lease between the Company and NAM Partners, L.P. dated December 28, 1998 is hereby incorporated by
            reference from Exhibit 10.2 to the Company's Annual Report on Form 10-K for the fiscal year ended
            December 31, 1998, as filed with the SEC on March 30, 1999 (File No. 000-20698).

  10.3      Assignment and Assumption of Lease between the Company and Lucent Technologies Inc. dated December 17,
            1998 is hereby incorporated by reference from Exhibit 10.3 to the Company's Annual Report on Form 10-K
            for the fiscal year ended December 31, 1998, as filed with the SEC on March 30, 1999 (File No.
            000-20698).

  10.4      Lease between the Company and Pacific Gateway Properties, Inc., dated August 15, 1995, as amended is
            hereby incorporated by reference from Exhibit 10.4 to the Company's Annual Report on Form 10-K for the
            fiscal year ended December 31, 1998, as filed with the SEC on March 30, 1999 (File No. 000-20698).
</Table>


                                                                              18

<Page>

<TABLE>
<S>         <C>
  10.5      Brooktrout, Inc. 1992 Stock Incentive Plan, as amended, is hereby incorporated by reference from
            Exhibit 10.1 to the Company's Registration Statement on Form S-8 filed with the SEC on September 19,
            1996 (File No. 333-12313).

  10.6      Second Amendment to Brooktrout, Inc. 1992 Stock Incentive Plan is hereby incorporated by reference from
            Exhibit 4.2 to the Company's Registration Statement on Form S-8 filed with the SEC on September 4, 1998
            (File No. 333-62959).

  10.7      Third Amendment to Brooktrout, Inc. 1992 Stock Incentive Plan incorporated by reference from Exhibit
            4.3 to the Company's Registration Statement on Form S-8 filed with the SEC on October 12, 1999 (File
            No. 333-88803).

  10.8      Fourth Amendment to Brooktrout, Inc. 1992 Stock Incentive Plan is hereby incorporated by reference from
            Exhibit 4.4 to the Company's Registration Statement on Form S-8 filed with the SEC on November 17, 2000
            (File No. 333-50138).

  10.9      Brooktrout, Inc. Amended and Restated 1992 Stock Purchase Plan is hereby incorporated by reference from
            Exhibit 4.3 to the Company's Registration Statement on Form S-8 filed with the SEC on September 4, 1998
            (File No. 333-62959).

  10.10     First Amendment to Brooktrout, Inc. Amended and Restated 1992 Stock Purchase Plan is hereby
            incorporated by reference from Exhibit 4.4 to the Company's Registration Statement on Form S-8 filed
            with the SEC on September 4, 1998 (File No. 333-62959).

  10.11     Second Amendment to Brooktrout, Inc. Amended and Restated 1992 Stock Purchase Plan is hereby
            incorporated by reference from Exhibit 4.7 to the Company's Registration Statement on Form S-8 filed
            with the SEC on November 17, 2000 (File No. 333-50138).

  10.12     Brooktrout, Inc. 1999 Stock Incentive Plan is hereby incorporated by reference from Exhibit 4.1 to the
            Company's Registration Statement on Form S-8 filed with the SEC on June 30, 2000 (File No. 333-40644).

  10.13     First Amendment to Brooktrout, Inc. 1999 Stock Incentive Plan is hereby incorporated by reference from
            Exhibit 4.2 to the Company's Registration Statement on Form S-8 filed with the SEC on June 30, 2000
            (File No. 333-40644).

  13        2000 Annual Report to Shareholders of Brooktrout, Inc. is filed herewith.

  21        List of Subsidiaries of the Company is filed herewith.

  23        Independent Auditors' Consent is filed herewith.
</Table>


                                                                              19