<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549
                                    FORM 10-Q

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

                       For the quarter ended April 3, 1997

                         Commission File number 0-21727

                               SeaMED Corporation
--------------------------------------------------------------------------------
             (Exact Name of Registrant as specified in its charter)

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

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

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

         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 May 9, 1997, the Registrant had 5,205,837 shares of Common Stock
outstanding.

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<PAGE>   2

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                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS



                               SeaMED CORPORATION

                              FINANCIAL STATEMENTS


CONTENTS

<TABLE>
<S>                                                                          <C>
Balance Sheets as of June 30, 1996 and March 31, 1997.........................3

Statements of Income for the Quarters and the Nine Months
   Ended March 31, 1996 and 1997..............................................4

Statements of Cash Flows for the Nine Months Ended March 31, 1996 and 1997....5

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




                                      -2-
<PAGE>   3



                               SEAMED CORPORATION
                                 BALANCE SHEETS
                                   (Unaudited)

                                     ASSETS

<TABLE>
<CAPTION>
                                                                  June 30,           March 31,
                                                                    1996               1997
                                                                ------------       ------------
<S>                                                             <C>                <C>
Current assets:
    Cash and cash equivalents ............................      $      2,912       $    472,395
    Investments ..........................................                --          7,172,921
    Accounts receivable, net .............................         5,875,933          8,141,807
    Inventories ..........................................         6,697,248         10,189,051
    Deferred income taxes ................................           625,221            625,221
    Prepaid expenses .....................................            63,536            229,189
                                                                ------------       ------------
Total current assets .....................................        13,264,850         26,830,584

Fixed assets, net ........................................         2,655,265          3,138,601

Deposits and other assets ................................           144,220            301,555
                                                                ------------       ------------
Total assets .............................................      $ 16,064,335       $ 30,270,740
                                                                ============       ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable .....................................      $  2,688,160       $  4,509,142
    Accrued expenses and reserves ........................         3,301,064          3,680,820
    Notes payable to bank ................................         1,817,000                 --
    Current portion of long-term debt ....................           461,990            141,871
                                                                ------------       ------------
Total current liabilities ................................         8,268,214          8,331,833

Long-term debt, less current portion .....................         1,285,782            543,272

Convertible redeemable preferred stock ...................         5,279,514                 --

Shareholders' equity:
    Common stock .........................................           886,828         19,186,321
    Note receivable from officer .........................           (75,000)           (75,000)
    Retained earnings ....................................           418,997          2,284,314
                                                                ------------       ------------
Total shareholders' equity ...............................         1,230,825         21,395,635
                                                                ------------       ------------
Total liabilities and shareholders' equity ...............      $ 16,064,335       $ 30,270,740
                                                                ============       ============
</TABLE>

See accompanying notes to financial statements.



                                      -3-
<PAGE>   4

                               SEAMED CORPORATION
                              STATEMENTS OF INCOME
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                              Quarter Ended                       Nine Months Ended
                                                     -------------------------------       -------------------------------
                                                       March 31,          March 31,          March 31,          March 31,
                                                         1996               1997               1996               1997
                                                     ------------       ------------       ------------       ------------
<S>                                                  <C>                <C>                <C>                <C>
Revenues:
   Manufacturing ..............................      $  4,478,084       $  8,840,330       $ 11,643,157       $ 22,853,466
   Engineering ................................         2,562,224          5,454,717          5,763,107         13,528,160
                                                     ------------       ------------       ------------       ------------
                                                        7,040,308         14,295,047         17,406,264         36,381,626

Costs of revenues:
   Manufacturing ..............................         3,230,551          7,062,020          8,848,971         18,306,476
   Engineering ................................         2,134,546          4,784,081          5,196,465         11,914,390
                                                     ------------       ------------       ------------       ------------
                                                        5,365,097         11,846,101         14,045,436         30,220,866
                                                     ------------       ------------       ------------       ------------

Gross margin ..................................         1,675,211          2,448,946          3,360,828          6,160,760

Marketing, general and
   administrative expenses ....................         1,030,289          1,338,509          2,080,490          3,260,599
                                                     ------------       ------------       ------------       ------------

Operating income ..............................           644,922          1,110,437          1,280,338          2,900,161

Other income (expense) net:
   Interest ...................................           (41,682)            97,657           (146,207)            (3,466)
   Other ......................................            (4,360)           (10,479)            (6,975)           (26,977)
                                                     ------------       ------------       ------------       ------------
                                                          (46,042)            87,178           (153,182)           (30,443)
                                                     ------------       ------------       ------------       ------------

Income before income taxes ....................           598,880          1,197,615          1,127,156          2,869,718

Income tax provision ..........................           203,691            419,165            383,305          1,004,401
                                                     ------------       ------------       ------------       ------------

Net income ....................................      $    395,189       $    778,450       $    743,851       $  1,865,317
                                                     ============       ============       ============       ============

Net income per share data:
   Primary ....................................      $       0.14       $       0.14       $       0.24       $       0.45
                                                     ============       ============       ============       ============
   Fully diluted ..............................      $       0.10       $       0.14       $       0.19       $       0.39
                                                     ============       ============       ============       ============

Weighted average common shares and equivalents:
   Primary ....................................         2,322,441          5,562,144          2,317,565          3,963,903
                                                     ============       ============       ============       ============
   Fully Diluted ..............................         3,879,911          5,562,155          3,875,035          4,781,363
                                                     ============       ============       ============       ============
</TABLE>

See accompanying notes to financial statements.




                                      -4-
<PAGE>   5

                               SEAMED CORPORATION
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                       Nine Months Ended
                                                                           March 31,
                                                                 ------------------------------
                                                                     1996               1997
                                                                 -----------       ------------
<S>                                                              <C>               <C>
OPERATING ACTIVITIES
Net income ................................................      $   743,851       $  1,865,317
Adjustments to reconcile net income to net cash provided by
   (used in) operating activities:
   Depreciation ...........................................          482,928            752,853
   Provision for bad debts ................................           15,416             86,627
   Deferred tax benefit ...................................          (30,203)                --
   Changes in operating assets and liabilities:
     Increase in accounts receivable ......................       (1,088,287)        (2,352,501)
     Increase in inventories ..............................       (1,101,661)        (3,491,803)
     Increase in accounts payable, accrued expenses, and
       deferred revenue ...................................        1,788,942          2,200,738
     Increase in other assets and prepaid expenses ........         (125,293)          (322,988)
                                                                 -----------       ------------
Net cash provided by (used in) operating activities .......          685,693         (1,261,757)

INVESTING ACTIVITIES
Purchases of equipment ....................................         (622,199)        (1,236,189)
Maturity of short-term investments ........................          200,000            902,432
Purchase of investments ...................................               --         (8,075,353)
                                                                 -----------       ------------
Net cash used in investing activities .....................         (422,199)        (8,409,110)

FINANCING ACTIVITIES
Proceeds from sale of common stock (net of cost) ..........               --         14,760,897
Payment of preferred dividend .............................               --         (1,765,100)
Proceeds from stock option exercised ......................           91,817             24,182
Net payments of credit line ...............................         (555,000)        (1,817,000)
Proceeds from notes payable ...............................          600,000                 --
Principal payments on notes payable .......................         (264,801)        (1,062,629)
                                                                 -----------       ------------
Net cash (used in) provided by financing activities .......         (127,984)        10,140,350
                                                                 -----------       ------------
Net increase in cash ......................................          135,510            469,483
Cash and cash equivalents at beginning of period ..........           70,383              2,912
                                                                 -----------       ------------
Cash and cash equivalents at end of period ................      $   205,893       $    472,395
                                                                 ===========       ============
</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") 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 March 31, 1997 and for the periods
ended March 31, 1996 and 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 periods ended March 31, 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, 1996, included in its Registration Statement on Form
S-1 (No. 333-13455) 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 March 31, 1997 and March 31, 1996 of $.01 and $.50 per share,
respectively. The impact of Statement 128 




                                      -6-
<PAGE>   7

on the calculation of fully diluted earnings per share for these quarters is not
expected to be material.

         2.       INITIAL PUBLIC OFFERING

         On November 19, 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 $14,761,000. 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 3,934,029 shares of common stock.

         3.       INVENTORIES

         Inventories consist of the following:

<TABLE>
<CAPTION>
                                                       June 30,      March 31,
                                                         1996          1997
                                                      ----------   -----------
                 <S>                                  <C>          <C>
                 Work-in-process                      $2,490,710   $ 3,148,362

                 Purchased and manufactured parts      4,206,538     7,040,689
                                                      ----------   -----------
                                                      $6,697,248   $10,189,051
                                                      ==========   ===========
</TABLE>

         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 Registration Statement on Form S-1 (No. 333-13455) 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 




                                      -8-
<PAGE>   9

instruments not yet approved for commercial use (known as "preproduction
revenues"), the gross 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.

         SeaMED has historically designed, developed and manufactured certain
proprietary instruments. SeaMED expects that fiscal year 1997 will be the last
year in which it derives revenues from such instruments. SeaMED thereafter will
derive its revenues exclusively by manufacturing instruments for its customers.
SeaMED's revenues from its proprietary instruments were $308,000 and $1,184,000,
respectively, in the quarter and nine months ended March 31, 1997. SeaMED's
revenues from its proprietary instruments were $1.2 million, $923,000 and $1.4
million in fiscal years 1994, 1995 and 1996.

         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.




                                      -9-
<PAGE>   10

RESULTS OF OPERATIONS

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

<TABLE>
<CAPTION>
                                           Quarter Ended     Nine Months Ended
                                             March 31,           March 31,
                                          ---------------    -----------------
                                           1996      1997     1996        1997
                                          -----     -----    -----       -----
<S>                                       <C>       <C>      <C>         <C>
Revenues                                  100.0%    100.0%   100.0%      100.0%
Cost of sales                              76.2      82.9     80.7        83.1
                                          -----     -----    -----       -----
Gross margin                               23.8      17.1     19.3        16.9
Marketing, general and administrative      14.6       9.3     12.0         8.9
                                          -----     -----    -----       -----
Operating income                            9.2       7.8      7.4         8.0
Other income (expenses) net                (0.7)      0.6     (0.9)       (0.1)
                                          -----     -----    -----       -----
Income before income taxes                  8.5       8.4      6.5         7.9
Income tax provision                        2.9       3.0      2.2         2.8
                                          -----     -----    -----       -----
Net income                                  5.6%      5.4%     4.3%        5.1%
                                          =====     =====    =====       =====
</TABLE>

         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 March 31,                              Nine Months Ended March 31,
                  -----------------------------------------------------   ----------------------------------------------------
                          1996                   1997                            1996                  1997
                  --------------------   -------------------              -------------------   -------------------
                               % of                  % of                             % of                  % of
                               Total                 Total        %                   Total                 Total        %
                  Revenues    Revenues   Revenues   Revenues   Increase   Revenues   Revenues   Revenues   Revenues   Increase
                  --------    --------   --------   --------   --------   --------   --------   --------   --------   --------
<S>                <C>         <C>       <C>          <C>        <C>      <C>          <C>      <C>          <C>        <C>
Manufacturing      $4,478      63.6%     $ 8,840      61.8%      97.4%    $11,643      66.9%    $22,853      62.8%      96.3%
Engineering         2,562      36.4        5,455      38.2      112.9%      5,763      33.1      13,528      37.2      134.7%
                   ------     -----      -------     -----                -------     -----     -------     -----
   Total Revenues  $7,040     100.0%     $14,295     100.0%     103.0%    $17,406     100.0%    $36,382     100.0%     109.0%
                   ======     =====      =======     =====                =======     =====     =======     =====
</TABLE>

         Manufacturing revenues increased by approximately $4.4 million from the
third quarter of fiscal year 1996 to the third quarter of fiscal year 1997 and
approximately $11.2 million from the first nine months of fiscal year 1996 to
the first nine months of fiscal year 1997, due primarily to a new nonmedical
product manufactured for Coinstar under a nonexclusive contract adding
approximately $3.2 million in revenues for the third quarter and $7.6 million
for the first nine months of fiscal year 1997, new instruments adding
approximately $1.4 million in revenues for the third quarter and $1.7 million
for the first nine months, and increased revenues from existing instruments
adding approximately $1.9 million for the third quarter and $4.9 million for the
first nine months. SeaMED began sales to Coinstar in the fourth quarter of
fiscal year 1996. Sales to Coinstar in the third quarter of fiscal year 1997
represented approximately 24.6% of total revenues and approximately 36.0% of
manufacturing revenues. Sales to Coinstar represented a higher percentage of
manufacturing revenues in the third quarter of fiscal year 1997 than in either
the second or first quarters due to fluctuations in the volume and timing of
product deliveries required by Coinstar. Management expects that sales to
Coinstar will represent a smaller percentage of manufacturing revenues in the
future. Sales to Coinstar in the first nine months of 




                                      -10-
<PAGE>   11

fiscal year 1997 represented approximately 23.6% of total revenues and 33.3% of
manufacturing revenues. Increases in manufacturing revenues were offset by
decreased volume of certain existing instruments and the phase-out of other
instruments. Significant manufacturing revenues were generated by 14 instruments
and one nonmedical product in the first nine months of fiscal year 1996 and the
first nine months of fiscal year 1997 (not all the same in each year).

         Engineering revenues increased by approximately $2.9 million from the
third quarter of fiscal year 1996 to the third quarter of fiscal year 1997 and
increased by approximately $7.8 million from the first nine months of fiscal
year 1996 to the first nine months of fiscal year 1997, due primarily to new
projects adding approximately $3.0 million in revenues for the third quarter and
$7.0 million for the first nine months, and increased time and hourly rates
being billed on existing projects adding approximately $737,000 in revenues for
the third quarter and $2.6 million for the first nine months. Increases in
engineering revenues were offset by the transition of certain projects from
engineering to manufacturing and other projects being delayed or cancelled.

         SeaMED intends to maintain as its primary focus the design and
manufacturing of advanced medical instruments for medical technology companies.
Management expects the percentage of the Company's revenues derived from
nonmedical products to decline in subsequent quarters unless SeaMED undertakes
to manufacture another high-volume nonmedical product or its nonmedical product
customers require increases in the volume or acceleration of the timing of their
product deliveries.

         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.

<TABLE>
<CAPTION>
                                  Quarter Ended March 31,                     Nine Months Ended March 31,
                       -------------------------------------------  -------------------------------------------
                               1996                   1997                  1996                   1997
                       --------------------   --------------------  ---------------------  --------------------
                         Gross      Gross       Gross      Gross      Gross       Gross      Gross      Gross
                       Margin($)  Margin(%)   Margin($)  Margin(%)  Margin($)   Margin(%)  Margin($)  Margin(%)
                       ---------  ---------   ---------  ---------  ---------   ---------  ---------  ---------
                                                            (dollars in thousands)
<S>                     <C>         <C>        <C>         <C>       <C>          <C>       <C>         <C>  
Manufacturing           $1,247      27.9%      $1,778      20.1%     $2,794       24.0%     $4,547      19.9%
Engineering                428      16.7%         671      12.3%        567        9.8%      1,614      11.9%
                        ------                 ------                ------                 ------
  Total gross margin    $1,675      23.8%      $2,449      17.1%     $3,361       19.3%     $6,161      16.9%
                        ======                 ======                ======                 ======
</TABLE>

         Manufacturing gross margin decreased from 27.9% of manufacturing
revenues in the third quarter of fiscal year 1996 to 20.1% in the third quarter
of fiscal year 1997, due primarily to changes in the product mix, with
instruments and products with lower gross margins providing a larger dollar
volume of manufacturing revenue. In addition, the Company had several
instruments in preproduction in the third quarter of fiscal year 1997 compared
to no instruments in preproduction in the third quarter of fiscal year 1996. The
decrease in the manufacturing gross margin percentage from 24.0% in the first
nine months of fiscal year 1996 to 19.9% in the first nine months of fiscal year
1997 was primarily attributable to losses on a medical instrument that 




                                      -11-
<PAGE>   12

was phased out of full production in the second quarter of fiscal year 1997, to
changes in the product mix as described above and to more instruments (and
greater corresponding dollar volumes) being in preproduction in the first nine
months of fiscal year 1997 than in the first nine months of fiscal year 1996.
Due primarily to the product mix and the dollar volume of instruments in
preproduction, management expects the fiscal year 1997 manufacturing gross
margin percentage to be lower than the fiscal year 1996 manufacturing gross
margin percentage of 23.6%. Engineering gross margin decreased from 16.7% of
engineering revenues in the third quarter of fiscal year 1996 to 12.3% in the
third quarter of fiscal year 1997. This decrease was primarily attributable to
unusually high utilization of engineers in the third quarter of fiscal year 1996
and a lag time prior to incurring certain fixed engineering costs related to the
increased utilization. The increase in the engineering gross margin percentage
from 9.8% for the first nine months of fiscal year 1996 to 11.9% for the first
nine months of fiscal year 1997 was primarily attributable to (i) spreading
certain fixed engineering costs over a higher revenue base, (ii) better
utilization of engineers, and (iii) increased hourly rates for engineering
services. Management expects the fiscal year 1997 engineering gross margin
percentage to be near 11%.

         Marketing, General and Administrative Expenses

         Marketing, general and administrative expenses increased from $1.0
million in the third quarter of fiscal year 1996 to $1.3 million in the third
quarter of fiscal year 1997, but as a percentage of revenues decreased from
14.6% to 9.3% for the respective quarters. Marketing, general and administrative
expenses increased from $2.1 million in the first nine months of fiscal year
1996 to $3.3 million in the first nine months of fiscal year 1997 due primarily
to increases in the number of personnel in the relevant departments and in
management information systems costs. As a percentage of revenues, however,
marketing, general and administrative expenses decreased from 12.0% to 8.9% for
the respective nine month periods. The decrease in marketing, general and
administrative expenses as a percentage of revenues is due to the Company's
ability to support increased revenues without a proportionate increase in
marketing, general and administrative resources.

         Operating Income

         Operating income increased 72.2% from $645,000 (9.2% of revenues) in
the third quarter of fiscal year 1996 to $1.1 million (7.8% of revenues) in the
third quarter of fiscal year 1997 and increased 126.5% from $1.3 million (7.4%
of revenues) in the first nine months of fiscal year 1996 to $2.9 million (8.0%
of revenues) in the first nine months of fiscal year 1997, due primarily to
increased revenues and a decrease in marketing, general and administrative
expenses as a percentage of revenues, offset in part by the lower gross margin
percentage.

         Other Income (Expenses), Net




                                      -12-
<PAGE>   13

         During the third quarter of fiscal year 1997 the Company earned
approximately $98,000 on the short-term investment of a portion of the net
proceeds from its initial public offering of securities. Management expects that
these net proceeds will be used for general corporate purposes.

LIQUIDITY AND CAPITAL RESOURCES

         SeaMED has historically financed its operations through earnings, debt
and sales of securities. In the first nine months of fiscal year 1996 SeaMED's
operating activities provided cash of $686,000, due principally to the timing of
fluctuations in accounts receivable, inventories and accounts payable. In the
first nine months of fiscal year 1997, SeaMED's operating activities resulted in
net uses of cash of $1.3 million. The net use of cash in the first nine months
of fiscal year 1997 has occurred despite increased earnings, because SeaMED's
growth has required substantial infusions of working capital primarily to
support increased 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 invested most of the remaining net proceeds of approximately $7.6
million in instruments with maturities of less than one year.

         SeaMED expects to use 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.

         SeaMED has a fixed-balance cash management arrangement with the Bank.
Under this arrangement, the amount outstanding under SeaMED's cash investments
or line of credit fluctuates daily based on the Company's receipts and
disbursements. Under the line of credit, SeaMED can borrow up to 80% of eligible
accounts receivable (less than 60 days outstanding) to a maximum of $4.0
million. Borrowings under the line bear interest at the Bank's prime rate plus
 .25% (8.75% at April 30, 1997) and are secured by receivables and inventories.
At April 30, 1997, no borrowings were outstanding under the line of credit.

         SeaMED also has an unsecured subordinated note payable to Cordis
Corporation, with an interest rate adjustment on each July 1 to the prime rate
plus 2% (10% at April 30, 1997), with a maximum rate of 10% and a minimum rate
of 7%. The note is due in monthly payments of $17,000 through May 2001. At April
30, 1997, the balance outstanding on this note was approximately $674,000.

         SeaMED believes that the remaining net proceeds, together with existing
capital resources and amounts available under its existing line of credit with
the Bank, will satisfy the 




                                      -13-
<PAGE>   14

Company's anticipated capital needs for the next 12 to 24 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.

         SeaMED recently accelerated its timetable for occupying additional
space in a new building so that it will occupy 60,000 new square feet of space
during May 1997. SeaMED currently has approximately 88,000 square feet of space.
Due in large part to preparing the new space for occupancy, SeaMED's capital
expenditures increased to approximately $601,000 in the third quarter of fiscal
year 1997 from a combined total of $635,000 in the first and second quarters of
fiscal year 1997. Management anticipates that the amount of capital expenditures
in the fourth quarter of fiscal year 1997 will be closer to the third quarter's
than either the first or second quarter's, because the Company expects to
complete purchasing and installing the furniture and equipment, communication
and information systems, leasehold improvements and other items needed to occupy
the 60,000 additional square feet of space. Capital expenditures were $876,000
in fiscal year 1994, $1.2 million in fiscal year 1995 and $1.5 million in fiscal
year 1996.




                                      -14-
<PAGE>   15

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

                           PART II - OTHER INFORMATION

ITEM 6(A).      EXHIBITS.

<TABLE>
<S>             <C>
Exhibit 3.1+    Articles of Incorporation of the Registrant
Exhibit 3.2+    Bylaws of the Registrant
Exhibit 10.1    1997 SeaMED Corporation Employee Nonqualified Stock Option Plan
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                           5/19/97 
    ------------------------------------------         --------------------
                  W. Robert Berg                       Date
            Principal Executive Officer


By            /s/ EDGAR F. RAMPY                           5/19/97 
    ------------------------------------------         --------------------
                  Edgar F. Rampy                       Date
            Principal Financial Officer




                                      -16-
<PAGE>   17



                                                   EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit
Number                                 Description                                   Page
-------                                -----------                                   ----
<S>            <C>                                                                    <C>
Exhibit 3.1+   Articles of Incorporation of the Registrant.............................
Exhibit 3.2+   Bylaws of the Registrant................................................
Exhibit 10.1   1997 SeaMED Corporation Employee Nonqualified Stock Option Plan.........
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)