<PAGE>   1
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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549
                                    FORM 10-Q

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

                      For the quarter ended October 2, 1997

                         Commission File number 0-21727

                               SeaMED Corporation

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             (Exact Name of Registrant as specified in its charter)

            Washington                                    91-1002092
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     (State of Incorporation)                        (Federal I.R.S. No.)

14500 Northeast 87th Street, Redmond, Washington                     98052-3431
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   (Address of principal executive offices)                          (Zip Code)

                   Registrant's Telephone Number 425-867-1818
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           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 ( )

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           As of November 11, 1997, the Registrant had 5,284,563 shares of
Common Stock outstanding.

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<PAGE>   2
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS



                               SeaMED CORPORATION

                              FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

CONTENTS

<S>                                                                                                <C>
Balance Sheets as of September 30, 1997 and June 30, 1997..........................................3

Statements of Income for the Quarters Ended
            September 30, 1997 and 1996............................................................4

Statements of Cash Flows for the Quarters Ended September 30, 1997 and 1996........................5

Notes to Financial Statements......................................................................6
</TABLE>


                                      -2-
<PAGE>   3
                               SEAMED CORPORATION
                                 BALANCE SHEETS
                                   (Unaudited)

                                     ASSETS

<TABLE>
<CAPTION>
                                                                  September 30,            June 30,
                                                                       1997                  1997
                                                                  -------------         -------------
<S>                                                               <C>                   <C>          
Current assets:
     Cash and cash equivalents ...........................        $       9,233         $       9,092

     Investments .........................................            4,552,873             6,231,369
     Accounts receivable, net ............................            9,398,592             8,794,968
     Inventories .........................................           12,487,257            11,198,563
     Deferred income taxes ...............................            1,434,791             1,193,311
     Prepaid expenses ....................................              401,424               169,553
                                                                  -------------         -------------
Total current assets .....................................           28,284,170            27,596,856

Fixed assets, net ........................................            4,459,721             4,331,814

Deposits and other assets ................................              331,869               202,845
                                                                  -------------         -------------
Total assets .............................................        $  33,075,760         $  32,131,515
                                                                  =============         =============

          LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable ....................................        $   3,288,337         $   2,482,551
     Accrued expenses and reserves .......................            5,448,629             5,787,715
     Borrowings under bank line of credit ................                   --             1,068,240
     Current portion of long-term debt ...................              121,336                    --
                                                                  -------------         -------------
Total current liabilities ................................            8,858,302             9,338,506

Long-term debt, less current portion .....................              503,664                    --


Shareholders' equity:
     Common stock ........................................           19,736,804            19,722,865
     Note receivable from officer ........................              (75,000)              (75,000)
     Retained earnings ...................................            4,051,990             3,145,144
                                                                  -------------         -------------
Total shareholders' equity ...............................           23,713,794            22,793,009
                                                                  -------------         -------------

Total liabilities and shareholders' equity ...............        $  33,075,760         $  32,131,515
                                                                  =============         =============
</TABLE>


See accompanying notes to financial statements.


                                      -3-
<PAGE>   4
                               SEAMED CORPORATION
                              STATEMENTS OF INCOME
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                Quarters Ended
                                                       ---------------------------------
                                                       September 30,        September 30,
                                                           1997                 1996
                                                       ------------         ------------
<S>                                                    <C>                  <C>         
Revenues:
   Manufacturing ..............................        $ 10,362,638         $  6,723,718
   Engineering ................................           5,667,153            3,352,451
                                                         16,029,791           10,076,169

Costs of revenues:
   Manufacturing ..............................           8,378,072            5,438,767
   Engineering ................................           4,920,164            2,952,746
                                                       ------------         ------------
                                                         13,298,236            8,391,513
                                                       ------------         ------------

Gross margin ..................................           2,731,555            1,684,656

Marketing, general and
   Administrative expenses ....................           1,376,982              846,670
                                                       ------------         ------------

Operating income ..............................           1,354,573              837,986

Other income (expense)
   Interest expense ...........................             (37,274)             (82,215)
   Interest and other income, net .............              56,711               (7,181)
                                                       ------------         ------------
                                                             19,437              (89,396)
                                                       ------------         ------------

Income before income taxes ....................           1,374,010              748,590

Income tax provision ..........................             467,164              262,007
                                                       ------------         ------------

Net income ....................................        $    906,846         $    486,584
                                                       ============         ============

Net income per share data:
   Primary ....................................        $       0.16         $       0.17
                                                       ============         ============
   Fully diluted ..............................        $       0.16         $       0.12
                                                       ============         ============

Weighted average common shares and equivalents:
   Primary ....................................           5,626,815            2,477,686
                                                       ============         ============
   Fully Diluted ..............................           5,632,621            4,076,402
                                                       ============         ============
</TABLE>


See accompanying notes to financial statements.


                                      -4-
<PAGE>   5
                               SEAMED CORPORATION
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                       Quarters Ended
                                                                        September 30,
                                                              -------------------------------
                                                                  1997                1996
                                                              -----------         -----------
<S>                                                           <C>                 <C>        
OPERATING ACTIVITIES
Net income .................................................  $   906,846         $   486,584
Adjustments to reconcile net income to net cash
   provided by (used in) operating
   activities:
   Depreciation ............................................      401,549             241,359
   Provision for bad debts .................................       40,168              25,337
   Deferred tax benefit ....................................     (241,480)                 --
   Changes in operating assets and liabilities:
      Decrease (increase) in accounts receivable ...........     (643,792)            303,722
      Increase in inventories ..............................   (1,288,694)           (527,195)
      Increase (decrease) in accounts payable, accrued
         expenses, and deferred revenue ....................           --            (815,303)
                                                                                      466,699
      Increase in other assets and prepaid expenses ........     (360,895)           (204,283)
                                                              -----------         -----------
Net cash used in operating activities ......................     (719,599)           (489,779)
INVESTING ACTIVITIES
Purchases of equipment .....................................     (529,456)           (311,742)
Maturity of short-term investments .........................    1,678,496                  --
                                                              -----------         -----------
Net cash provided by (used in) investing activities ........    1,149,040            (311,742)
FINANCING ACTIVITIES
Proceeds from stock options exercised ......................       13,939               2,470
Net proceeds (payments) of borrowing under credit line
                                                               (1,068,239)            428,755
Proceeds from notes payable ................................      625,000             500,000
Principal payments on notes payable ........................           --            (129,104)
                                                              -----------         -----------
Net cash (used in) provided by financing activities ........     (429,300)            802,121
                                                              -----------         -----------
Net increase in cash .......................................          141                 600
Cash and cash equivalents at beginning of period ...........        9,092               2,912
                                                              -----------         -----------
Cash and cash equivalents at end of period .................  $     9,233         $     3,512
                                                              ===========         ===========
</TABLE>


See accompanying notes to financial statements.


                                      -5-
<PAGE>   6
ITEM 1.     NOTES TO FINANCIAL STATEMENTS

      1.    ACCOUNTING POLICIES

      Description of Business

      SeaMED Corporation (the "Company") primarily manufactures advanced durable
electronic medical instruments for medical technology companies, often as part
of systems that also include single-use components. To assist its customers in
developing and commercializing their instruments for manufacture by the Company,
the Company provides a wide range of engineering services and regulatory
expertise.

      Accounting Period

      The Company presents financial information for a 52/53 week fiscal year
that ends on the Thursday nearest to June 30. Each of the Company's fiscal
quarters ends, respectively, on the Thursday nearest to September 30, December
31 and March 31. For convenience of presentation, all fiscal periods in these
financial statements are shown as ending on a calendar month-end.

      Unaudited Interim Financial Information

      The financial information as of September 30, 1997 is unaudited, but
includes all adjustments (consisting only of normal recurring adjustments) which
are, in the opinion of management, necessary for a fair presentation of the
financial position at such dates and the operations and cash flows for the
periods then ended. The financial information is presented according to the
rules and regulations of the Securities and Exchange Commission and,
accordingly, does not include all of the information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles. Operating results for the period ended September
30, 1997 are not necessarily indicative of results that may be expected for the
entire year. This financial information should be read in conjunction with the
Company's audited financial statements for the year ended June 30, 1997,
included in its annual report on Form 10-K filed with the Securities and
Exchange Commission.

      Earnings Per Share

      In February 1997, the Financial Accounting Standards Board issued
Statement No. 128, Earnings per Share, which is required to be adopted on
December 31, 1997. At that time, the Company will be required to change the
method currently used to compute earnings per share and to restate all prior
periods. Under the new requirements for calculating primary earnings per share,
the dilutive effect of stock options and preferred stock will be excluded. The
impact is expected to result in an increase in primary earnings per share for
the quarters ended September 30, 1997 and 1996 of $.01 and $.46 per share,
respectively. The impact of Statement 


                                      -6-
<PAGE>   7
128 on the calculation of fully diluted earnings per share for these quarters is
not expected to be material.

      2.    INITIAL PUBLIC OFFERING

      In November 1996, the Company completed an initial public offering of
securities, selling 1,529,720 shares of common stock at $11 per share, resulting
in net proceeds to the Company of $14,822,755, net of offering costs and
underwriters discount of $2,004,165. Of the net proceeds, the Company used
$1,765,000 to pay a cumulative preferred dividend on its convertible redeemable
preferred stock, $1,831,000 to pay down its line of credit with a bank to zero
and $1,296,000 to pay off in full three notes payable to the bank. In
conjunction with the offering, all of the Company's convertible redeemable
preferred stock outstanding immediately prior to the offering was converted into
2,934,029 shares of common stock.

      3.    INVENTORIES

      Inventories consist of the following:


                                        September 30,         June 30,
                                            1997                1997
                                        ------------        ------------
Work-in-process                         $  3,361,404        $  3,274,857

Purchased and manufactured parts           9,125,853           7,923,706
                                        ------------        ------------
                                        $ 12,487,257        $ 11,198,563
                                        ============        ============


      4.    INVESTMENTS

      Investments are classified as held to maturity. Investments are reported
at cost net of unamortized premium or discount. All investments mature within
one year.


                                      -7-
<PAGE>   8
ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
            RESULTS OF OPERATIONS

      The following discussion and analysis should be read in conjunction with
the Company's Financial Statements and Notes thereto included elsewhere in this
Form 10-Q. This Form 10-Q contains, in addition to historical information,
forward-looking statements that involve risks and uncertainties. The Company's
actual results could differ materially from the results discussed in the
forward-looking statements. Factors that could cause or contribute to such
differences include those discussed below, as well as those discussed in the
Company's annual report on Form 10-K filed with the Securities and Exchange
Commission.

OVERVIEW

      SeaMED is a manufacturer of advanced medical instruments for medical
technology companies. SeaMED was incorporated in 1976, and since 1988 has
focused its business primarily on manufacturing medical instruments for medical
technology companies. To assist its customers in developing and commercializing
their products for manufacture by SeaMED, the Company provides a wide range of
engineering services and regulatory expertise.

      SeaMED's manufacturing contracts with its customers are usually exclusive
contracts for a fixed period of time, generally ranging from three to five
years. SeaMED negotiates each manufacturing contract independently, and each
varies as to profitability. SeaMED negotiates the price of each manufactured
instrument on a cost and margin formula. SeaMED's contracts with its customers
generally permit annual manufacturing cost audits and price renegotiations.
During the contract term, customers have broad discretion to control the volume
and timing of instrument deliveries. Consequently, SeaMED's revenues with
respect to each instrument may vary substantially from period to period, and an
instrument that generates revenues in one quarter may not necessarily generate
revenues in each quarter of a fiscal year. In addition, for a variety of reasons
such as a customer's inventory levels, sales mix and timing of product launches,
SeaMED's revenues for an instrument do not necessarily correspond to the
customer's sales.

      Manufacturing revenue growth depends primarily on two factors: increased
demand for instruments manufactured by SeaMED and SeaMED's ability to attract
additional manufacturing contracts from emerging and established medical
technology companies. SeaMED has no ability to increase demand for the
instruments it manufactures because SeaMED's customers control all product
marketing and sales. SeaMED markets its manufacturing capabilities and usually
procures additional manufacturing contracts as a result of its engineering
projects, but the volume and timing of future manufacturing revenues that relate
to any specific engineering project are highly variable, and certain engineering
projects may not lead to future manufacturing revenues. The manufacturing gross
margin percentage from year to year depends primarily on the product mix, as
gross margins vary by instrument and as a result of negotiated volume discounts.
Management may negotiate volume discounts if the larger volume results in
smaller per unit overhead allocation, thereby improving operating margin. For
manufacturing revenues from instruments not yet approved for commercial use
(known as "preproduction revenues"), the gross 


                                      -8-
<PAGE>   9
margin percentage is generally lower because a smaller number of units limits
opportunities to achieve economies of scale, and the instrument and its
manufacturing process are being refined.

      SeaMED provides its customers with engineering services at any stage of an
instrument's development, as part of its strategy to obtain exclusive
manufacturing rights for an instrument. SeaMED generally provides engineering
services under a project plan that identifies the engineering tasks,
deliverables and schedule. SeaMED negotiates each engineering project plan
independently, and, as a business strategy, generally prices engineering
contracts to cover direct project expenses (i.e., nonrecurring engineering
expenses) plus a share of marketing, general and administrative expenses.
SeaMED's objective in providing engineering services is to obtain, for a
specific time period (usually three to five years), exclusive manufacturing
rights to the instrument resulting from the engineering project. The customer
can typically cancel the engineering project at any time upon short notice.

      Engineering revenues are derived primarily from professional services
provided by SeaMED's engineers. The balance of engineering revenues is sales of
materials to customers at cost. Engineering revenue growth depends primarily on
three factors: (i) the number and scope of existing engineering projects, (ii)
whether existing projects are in time-intensive phases, and (iii) whether new
engineering projects of sufficient scope replace engineering projects that are
completed or otherwise terminated. Engineering gross margins are low due to
SeaMED's strategy of pricing engineering services as part of an exclusive
manufacturing contract for the resulting instrument. Since demand for
engineering services is based on the number and scope of engineering projects,
if customers cancel one or more projects on short notice, SeaMED may experience
from time to time excess engineering capacity. Engineering margins may fluctuate
depending on the rates that customers pay under engineering project plans and
the utilization rates of engineers.

      SeaMED from time to time selectively designs and manufactures nonmedical
commercial products that benefit from SeaMED's engineering and manufacturing
capabilities. SeaMED intends to maintain as its primary focus the design and
manufacturing of advanced medical instruments for medical technology companies.

      Marketing, general and administrative expenses include the costs of
SeaMED's marketing, finance, and management information systems departments and
other administrative costs. In addition, marketing, general and administrative
expenses include the cost of a Company-wide bonus tied to operating performance
and return on operating assets based on an operating plan approved by the Board
of Directors. Future payments will vary based on the Company's performance
relative to plan objectives.


                                      -9-
<PAGE>   10
RESULTS OF OPERATIONS

      The following table sets forth statement of income data as a percentage of
revenues for the periods indicated.

                                                    Quarter Ended
                                                    September 30,
                                                ---------------------
                                                 1997           1996
                                                ------         ------ 
Revenues                                        100.0%         100.0%
Cost of sales                                    83.0           83.3
                                                ------         ------ 
Gross margin                                     17.0           16.7
Marketing, general and administrative             8.6            8.4
                                                ------         ------ 
Operating income                                  8.4            8.3
Other income (expenses) net                       0.2           (0.9)
                                                ------         ------ 
Income before income taxes                        8.6            7.4
Income tax provision                              2.9            2.6
                                                ------         ------ 
Net income                                        5.7%           4.8%
                                                ======         ====== 


      Revenues

      The following table sets forth revenues with the corresponding percentage
of total revenues and the percentage increase for the periods indicated.


<TABLE>
<CAPTION>
                                               Quarter Ended September 30, 
                         -------------------------------------------------------------------------
                                     1997                            1996
                         ----------------------------    ----------------------------   
                                           % of Total                      % of Total 
                          Revenues          Revenues      Revenues          Revenues    % Increase
                         ----------        ----------    ----------        ----------   ----------
                                                   (dollars in thousands)
<S>                      <C>               <C>           <C>               <C>          <C>  
Manufacturing            $   10,363           64.6%      $    6,724           66.7%        54.1%
Engineering                   5,667           35.4            3,352           33.3         69.0%
                         ----------        ----------    ----------        ----------   ----------
   Total Revenues        $   16,030          100.0%      $   10,076          100.0%        59.1%
                         ==========        ==========    ==========        ==========   ==========
</TABLE>


      Manufacturing revenues increased by approximately $3.6 million in the
first quarter of fiscal year 1998 from the first quarter of fiscal year 1997,
due primarily to new medical instruments adding approximately $1.6 million in
revenues, increased revenues from existing medical instruments adding
approximately $3.0 million and increased revenues from the manufacture of the
Coinstar coin-counting machine adding approximately $500,000 in nonmedical
manufacturing revenues. Sales to Coinstar in the first quarter of fiscal year
1998 represented approximately 20.0% of total revenues and approximately 27.1%
of manufacturing revenues, compared to approximately 25.0% of total revenues and
approximately 33.5% of manufacturing revenues in the first quarter of fiscal
year 1997. Management expects that sales to Coinstar will tend to decrease as a
percentage of manufacturing revenues in the future, but the percentage may
fluctuate from quarter to quarter. Increases in manufacturing revenues were
offset by decreased volume of certain existing instruments and the phase-out of
the Company's proprietary instrument during the fourth quarter of fiscal year
1997.


                                      -10-
<PAGE>   11
      Significant manufacturing revenues were generated by 15 instruments in the
first quarter of fiscal year 1998 compared to 12 instruments in first quarter of
fiscal year 1997. The only nonmedical commercial product that generated
significant manufacturing revenues during the first quarters of fiscal years
1998 and 1997 was the Coinstar coin-counting machine.

      Engineering revenues increased by approximately $2.3 million in the first
quarter of fiscal year 1998 from the first quarter of fiscal year 1997, due
primarily to new projects adding approximately $2.0 million in revenues, and
increased time and hourly rates being billed on existing projects adding
approximately $1.2 million in revenues. Increases in engineering revenues were
offset by the transition of certain projects from engineering to manufacturing
and other projects being delayed or cancelled. 

      As of the respective ends of the first quarters of fiscal years 1998 and 
1997, SeaMED had in its engineering project pipeline 22 and nine new medical 
instruments or systems, and nine and five projects that enhance existing 
medical instruments or systems and that SeaMED and the customer believe will 
extend the life-cycle of the instrument. The 31 projects in the pipeline as of 
the end of the first quarter of fiscal year 1998 were being performed for 27 
different customers (14 projects for 11 different customers as of the end of 
the first quarter of fiscal year 1997). Although management believes that the 
31 projects in the pipeline have a good chance of some day resulting in 
manufacturing contracts from which SeaMED will derive substantial manufacturing
revenues, the volume and timing of future manufacturing revenues that relate 
to any specific engineering project are highly variable, and certain 
engineering projects in the pipeline may not lead to future manufacturing 
revenues.

      As of the end of the first quarters of each of fiscal years 1998 and 1997,
SeaMED had in its engineering project pipeline one nonmedical commercial
product.

      Price adjustments under existing manufacturing contracts have not been
significant. Increases in revenues have not been significantly influenced by
inflation.

      Gross Margin

      The following table sets forth gross margin, both in dollar amounts and as
a percentage of the corresponding revenue figure for the periods indicated.


                                      -11-
<PAGE>   12
<TABLE>
<CAPTION>
                                                           Quarter Ended September 30,
                                         --------------------------------------------------------------
                                                     1997                              1996
                                         ----------------------------     -----------------------------
                                            Gross            Gross           Gross            Gross
                                          Margin ($)       Margin (%)      Margin ($)       Margin (%)
                                         -----------      -----------     -----------       ----------- 
                                                             (dollars in thousands)
<S>                                      <C>              <C>             <C>               <C>  
Manufacturing                            $     1,985         19.2%        $     1,285         19.1%
Engineering                                      747         13.2%                400         11.9%
   Total gross margin                    $     2,732         17.0%        $     1,685         16.7%
</TABLE>


      Manufacturing gross margin percentage remained essentially unchanged in
the first quarter of fiscal year 1998 from the first quarter of fiscal year
1997. Preproduction revenues, which generally produce lower gross margins, 
increased as a percent of sales and offset gross margin improvements achieved 
by spreading facilities and certain other  manufacturing overhead costs over a 
higher revenue base. The increase in the engineering gross margin percentage to 
13.2% in the first quarter of fiscal  year 1998 from 11.9% for the first 
quarter of fiscal year 1997 was primarily attributable to (i) spreading 
certain fixed engineering costs over a higher revenue base, (ii) high 
utilization of engineers, and (iii) increased hourly rates for engineering 
services. Management expects engineering gross margin as a percentage of 
revenues to fluctuate from quarter to quarter, but to average approximately 
11% over time.

      Marketing, General and Administrative Expenses

      The following table sets forth marketing, general and administrative
expenses with the corresponding percentage of revenues for the fiscal years
indicated.

                            Quarter Ended September 30,
         ----------------------------------------------------------------
                    1997                                 1996
         --------------------------           ---------------------------
           MG&A              % of               MG&A               % of
         Expenses          Revenues           Expenses           Revenues
         --------          --------           --------           --------
                              (dollars in thousands)
          $1,377             8.6%               $847                8.4%

Marketing, general and administrative expenses increased to $1.4 million in the
first quarter of fiscal year 1998 from $847,000 in the first quarter of fiscal
year 1997, and as a percentage of revenues increased to 8.6% from 8.4% for the
respective quarters. The increase in expenses were due primarily to costs
associated with disseminating information to shareholders and the public,
increased headcount and management information systems costs associated with the
Company's growth. Marketing, general and administrative expenses before bonus
represented 6.8% and 6.2% of revenues in the first quarters of fiscal years 1998
and 1997, respectively.

      Operating Income

                         Quarter Ended September 30,
        ----------------------------------------------------------------
                    1997                                1996
        ---------------------------         ----------------------------
        Operating           % of            Operating            % of
         Income           Revenues           Income            Revenues
        ---------         ---------         ---------          ---------
                            (dollars in thousands)
         $1,355             8.4%               $838              8.3%


                                      -12-
<PAGE>   13
      The $517,000 increase (61.6%) in operating income in the first quarter of
fiscal year 1998 from the first quarter of fiscal year 1997 is due primarily to
an increase in sales volume and improved gross margins in engineering.

LIQUIDITY AND CAPITAL RESOURCES

      SeaMED has historically financed its operations through earnings, debt and
sales of securities. In the first three months of fiscal year 1998 SeaMED's
operating activities resulted in net uses of cash of $720,000. This net use of
cash occurred despite a substantial increase in earnings in the first quarter of
fiscal year 1998 from the first quarter of fiscal year 1997, because SeaMED's
growth continues to require substantial infusions of working capital, primarily
to support increases in accounts receivable and inventories.

      As part of its strategy to finance its growth, on November 19, 1996,
SeaMED completed its initial public offering of securities, selling 1,529,720
shares of common stock at $11 per share, resulting in net proceeds to the
Company of approximately $14.8 million. Of the net proceeds, the Company used
approximately $1.8 million to pay a cumulative preferred dividend on its
convertible redeemable preferred stock, approximately $1.8 million to pay down
its line of credit with Pacific Northwest Bank (the "Bank") to zero and
approximately $1.3 million to pay off in full three notes payable to the Bank.

      SeaMED has used a portion of the remaining net proceeds to continue
funding working capital needs resulting from its growth and for general
corporate purposes, including leasehold improvements and purchases of equipment.
If the opportunity arises the Company may use a portion of the net proceeds to
acquire other manufacturing or engineering businesses or assets that complement
the Company's existing business. The Company currently is not engaged in any
discussions regarding such acquisitions and has no plans, arrangements,
understandings or agreements regarding any specific acquisition.

      In July 1997, the Company's Board of Directors approved the replacement of
its fixed-balance cash management arrangement with Pacific Northwest Bank with a
line of credit arrangement (the "working capital facility") with Keybank
National Association, under which the Company can borrow against 85% of eligible
accounts receivable and 50% of eligible inventory, up to a maximum of $10.0
million in year one and $20.0 million in years two and three. Borrowings 
under the working capital facility will bear interest at either the
bank's prime rate minus .25% or LIBOR plus 1.2%. At October 31, there were no
borrowings under the working capital facility. In addition the Bank has
committed to allow SeaMED, in SeaMED's discretion, to draw on an equipment
acquisition line of credit (the "equipment facility") with the Bank, under which
the Company can borrow up to $5.0 million. Borrowings under the equipment
facility will bear interest at LIBOR plus 1.4% and will be secured by the
equipment purchased using the equipment facility. At October 31, there were no
borrowings under the equipment facility.


                                      -13-
<PAGE>   14
      SeaMED also has a term note payable to the Bank, entered into on July 31,
1997 and disbursed by the Bank on September 4, 1997. Borrowings under this note
bear interest at the Bank's announced prime rate, 8.5% at October 31, 1997, and
will adjust as the Bank's announced prime rate changes. The note is due in
monthly payments of $18,055 through December 2000. At October 31, 1997, the
balance outstanding on this note was approximately $607,000.

      SeaMED believes that the net proceeds remaining from its initial public
offering, together with existing capital resources and amounts available under
its new working capital and equipment facilities, will satisfy the Company's
anticipated capital needs for the next 18 to 36 months (depending primarily on
SeaMED's growth rate and its results of operations). To accommodate anticipated
future growth, SeaMED will need additional sources of capital to fund working
capital needs for inventory and accounts receivable, to lease and acquire
furniture and equipment for additional plant facilities, to fund leasehold
improvements and to make other capital expenditures.

      In May of 1997 SeaMED occupied an additional 60,000 square feet of space
to support growth. SeaMED now has approximately 148,000 square feet of space.
Due in large part to furnishing new space, SeaMED's capital expenditures
increased to approximately $529,000 in the first quarter of fiscal year 1998
from $312,000 in the first quarter of fiscal year 1997. Management anticipates
that the amount of capital expenditures in fiscal year 1998 will decrease
slightly from fiscal year 1997. In July 1997 SeaMED entered into a commitment to
lease an additional 81,000 square feet of space in stages beginning in January
1999.


                                      -14-
<PAGE>   15
                           PART II - OTHER INFORMATION

ITEM 2(D).  USE OF OFFERING PROCEEDS.

        From November 18, 1996, the effective date of the Securities Act
registration statement for the Company's initial public offering of common
stock, through October 2, 1997, the Company has used the net offering proceeds
as follows:

<TABLE>
<CAPTION>
Use of Net Offering Proceeds                                      Amount
-------------------------------------------------------           ------
                                                                   (000)
<S>                                                               <C>
  Construction of plant, building and facilities                $   140
  Purchase and installation of machinery and equipment            2,678
  Repayment of indebtedness (including a cumulative 
    preferred stock dividend)                                     4,892
  Working capital                                                 2,560
  Temporary investments                                           4,553
                                                                -------
                                                                $14,823
                                                                =======
</TABLE>

The uses of net offering proceeds set forth above are management's reasonable
estimates, and they assume the reinvestment of cash from operating activities
into the Company's net working capital. Temporary investments are United States
government obligations with a term of less than one year.


ITEM 6(A).  EXHIBITS.

<TABLE>
<CAPTION>
Exhibit
Number                             Description                                     Page
------                             -----------                                     ----

<S>            <C>                                                                 <C>
Exhibit 3.1    Amended and Restated Articles of Incorporation of the Registrant...
Exhibit 3.2+   Bylaws of the Registrant...........................................
Exhibit 10.1   Business Loan Agreement dated July 31, 1997 between Registrant
               and Keybank N.A....................................................
Exhibit 10.2   Revolving Note, Principal Amount $20,000,000, dated July 31,
               1997 made by Registrant in favor of Keybank N.A....................
Exhibit 10.3   Term Note, Principal Amount $625,000, dated July 31, 1997 made
               by Registrant in favor of Keybank N.A..............................
Exhibit 10.4   Proposal to Amend Lease, Building 2, dated July 18, 1997 between
               Registrant and Washington Capital Management, Inc..................
Exhibit 11.1   Statement regarding computation of net income per share............
Exhibit 27.1   Financial Data Schedule............................................
</TABLE>
----------
+ Filed previously with the Company's Registration Statement on Form S-1
  (No. 333-13455) filed with the Securities and Exchange Commission.


                                      -15-
<PAGE>   16
                                   SIGNATURES

      The unaudited interim financial statements furnished by management reflect
all adjustments which are, in the opinion of management, necessary for a fair
presentation of financial position and results of operation.

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


By  /S/  W. ROBERT BERG                      11/17/97
   ------------------------------      ---------------------------------------
           W. Robert Berg              Date
   Principal Executive Officer


By  /s/  EDGAR F. RAMPY                      11/17/97
   ------------------------------      ---------------------------------------
           Edgar F. Rampy              Date
    Principal Financial Officer


                                      -16-
<PAGE>   17
                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit
Number                             Description                                     Page
------                             -----------                                     ----

<S>            <C>                                                                 <C>      
Exhibit 3.1    Amended and Restated Articles of Incorporation of the Registrant...
Exhibit 3.2+   Bylaws of the Registrant...........................................
Exhibit 10.1   Business Loan Agreement dated July 31, 1997 between Registrant
               and Keybank N.A....................................................  
Exhibit 10.2   Revolving Note, Principal Amount $20,000,000, dated July 31,
               1997 made by Registrant in favor of Keybank N.A....................
Exhibit 10.3   Term Note, Principal Amount $625,000, dated July 31, 1997 made
               by Registrant in favor of Keybank N.A..............................
Exhibit 10.4   Proposal to Amend Lease, Building 2, dated July 18, 1997 between
               Registrant and Washington Capital Management, Inc..................
Exhibit 11.1   Statement regarding computation of net income per share............
Exhibit 27.1   Financial Data Schedule............................................
</TABLE>


----------
+ Filed previously with the Company's Registration Statement on Form S-1 
  (No. 333-13455) filed with the Securities and Exchange Commission.


                                       (i)