<PAGE>
 
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                                 FORM 10-K/A-2
                              WASHINGTON, DC 20549

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

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997

                                       OR

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

                 FOR THE TRANSITION PERIOD FROM _____ TO _____

                         COMMISSION FILE NUMBER 0-28904

                       AWARD SOFTWARE INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

          CALIFORNIA                                     94-2893462
  (State or other jurisdiction                       (I.R.S. Employer 
of incorporation or organization)                   Identification No.)

        777 EAST MIDDLEFIELD ROAD, MOUNTAIN VIEW, CALIFORNIA 94043-4023
          (Address of principal executive offices, including zip code)

                                 (650) 237-6800
              (Registrant's telephone number, including area code)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT
                                      NONE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT
                           COMMON STOCK, NO PAR VALUE

  Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                               YES  X     NO 
                                  ----       ----   

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

  Based on the closing sale price of $10.50 on March 17, 1998, the aggregate
market value of the voting stock held by non-affiliates of the Registrant was
$42,880,551.

  On March 17, 1998, there were outstanding 6,963,862 shares of the Registrant's
Common Stock.

                                       1
<PAGE>
 
ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

  The following table sets forth certain information regarding the ownership of
the Company's Common Stock as of March 1, 1998 by: (i) each director; (ii) each
of the Named Executive Officers in the Summary Compensation Table employed by
the Company in that capacity on March 1, 1998; (iii) all executive officers and
directors of the Company as a group; and (iv) all those known by the Company to
be beneficial owners of more than five percent of its Common Stock.


<TABLE>
<CAPTION>
                                                        BENEFICIAL OWNERSHIP (1)           
                                                      -------------------------------      
                                                       NUMBER OF        PERCENT OF         
             BENEFICIAL OWNER                           SHARES            TOTAL            
             ----------------                         -------------  ----------------      
<S>                                                   <C>            <C> 
Vobis Microcomputer AG (2)........................          993,742            13.59%      
  Carlo-Schmid-StraBe                                                                      
  D-5102 Wurselen Germany                                                                  
                                                                                           
George C. Huang (3)...............................          626,409             8.86%      
  Award Software International, Inc                                                        
  777 East Middlefield Road                                                                
  Mountain View, CA 94043                                                                  
                                                                                           
Wellington Management Company, LLP................          442,400             6.36%      
  75 State Street                                                                          
  Boston, MA 02109                                                                         
                                                                                           
Sun Corporation...................................          424,797             6.10%      
  250 Asahi, Kochino-Cho                                                                   
  Konan City, Aichi Prefecture 483 Japan                                                   
                                                                                           
Venrock Associates (4)............................          416,666             5.91%      
  30 Rockfeller Plaza, Room 5508                                                           
  New York, NY 10112                                                                       
                                                                                           
Fidelity Management & Research Company............          349,500             5.02%
  82 Devonshire Street
  Boston, MA 02109

Willy Weck (5)....................................        1,001,867            13.68%      
                                                                                           
Cheng Ming Lee (6)................................          572,929             8.23%      
                                                                                           
Masami Maeda (7)..................................          455,265             6.53%      
                                                                                           
Anthony Sun (8)...................................          453,919             6.41%       
</TABLE>

                                       2
<PAGE>
 
<TABLE>
<CAPTION>
                                                                               BENEFICIAL OWNERSHIP (1)
                                                                           ---------------------------------
                                                                              NUMBER OF        PERCENT OF
                            BENEFICIAL OWNER                                   SHARES            TOTAL
                            ----------------                               ---------------  ----------------
<S>                                                                        <C>              <C>
Lyon T. Lin (9)............................................................        171,597             2.45%

William P. Tai (10)........................................................         54,708               *

David S. Lee (11)..........................................................         47,857               *

Ann P. Shen (12)...........................................................         38,870               *

Kevin J. Berry (13)........................................................         48,298               *

Pierre A. Narath...........................................................        196,714             2.83%

All directors and executive officers as a group (15 persons) (14)..........      3,757,744            48.15%
</TABLE>
____________

* Less than one percent.

(1)  This table is based upon information supplied by officers, directors and
     principal shareholders and Schedule 13D and 13G filed with the Securities
     and Exchange Commission ("SEC"). Unless otherwise indicated in the
     footnotes to this table and subject to community property laws where
     applicable, the Company believes that each of the shareholders named in
     this table has sole voting and investment power with respect to the shares
     indicated as beneficially owned. Applicable percentages are based on
     6,961,154 shares outstanding on March 1, 1998, adjusted as required by
     rules promulgated by the SEC.

(2)  Includes (i) 272,394 shares issuable pursuant to a warrant exercisable
     within 60 days of March 1, 1998 and (ii) 80,146 shares issuable pursuant to
     exercise of Vobis' Catch-up Right. See "Certain Relationships and Related
     Transactions." Mr. Weck, a director of the Company, is Finance Manager and
     Chief Financial Officer of Vobis Microcomputer AG. Mr. Weck disclaims
     beneficial ownership of such shares held by Vobis.

(3)  Includes (i) 14,582 shares held by Margaret Huang, (ii) 17,727 shares held
     by Dwight Huang, (iii) 17,190 shares held by Edina Huang, Dr. Huang's wife,
     son and daughter, respectively. Also includes 87,678 and 20,000 shares
     issuable pursuant to options exercisable within 60 days of March 1, 1998 by
     Dr. Huang and his wife, respectively. Dr. Huang disclaims beneficial
     ownership of shares held by his wife, son and daughter.

(4)  Includes (i) 229,302 shares held by Venrock Associates, (ii) 104,031 shares
     held by Venrock Associates II, L.P. and (iii) 57,325 and 26,008 shares
     issuable pursuant to warrants exercisable within 60 days of March 1, 1998
     by Venrock Associates and Venrock Associates II, L.P., respectively. Mr.
     Sun, a director of the Company, is a general partner of Venrock Associates.
     Mr. Sun disclaims beneficial ownership of shares held by such entities,
     except to the extent of his pecuniary interest therein.

(5)  Includes 993,742 shares held by Vobis Microcomputer AG of which Mr. Weck
     disclaims beneficial ownership. See footnote (2) above. Also includes
     8,125 shares issuable pursuant to options exercisable within 60 days of
     March 1, 1998.

(6)  Includes (i) 348,285 shares held by Taiwan Venture Capital Corporation,
     (ii) 186,945 shares held by Fidelity Venture Capital Corporation and (iii)
     14,211 shares held by Hwaxing Capital Corporation. Dr. Lee, a director of
     the Company, is President and Chief Executive Officer of Taiwan Venture
     Capital Corporation, Fidelity

                                       3
<PAGE>
 
     Venture Capital Corporation and Hwaxing Capital Corporation. Dr. Lee is
     deemed to have voting power over the shares held by such entities. He
     disclaims beneficial ownership of the shares held by such entities.

(7)  Includes (i) 424,797 shares held by Sun Corporation and (ii) 10,156 shares
     issuable pursuant to options exercisable within 60 days of March 1, 1998.
     Mr. Maeda, a director of the Company, is President, Chief Executive Officer
     and majority shareholder of Sun Corporation.

(8)  Includes (i) 229,302 shares held by Venrock Associates, (ii) 104,031 shares
     held by Venrock Associates II, L.P. and (iii) 57,325 and 26,008 shares
     issuable pursuant to warrants exercisable within 60 days of March 1, 1998
     by Venrock Associates and Venrock Associates II, L.P., respectively. Mr.
     Sun, a director of the Company, is a general partner of Venrock Associates.
     Mr. Sun disclaims beneficial ownership of shares held by such entities,
     except to the extent of his pecuniary interest therein. Also includes
     37,253 shares issuable pursuant to options exercisable within 60 days of
     March 1, 1998.

(9)  Includes (i) 6,862 shares held by Anne Lin, Mr. Lin's wife, (ii) 5,000
     shares held by each of Christine Lin and Eric Lin, Mr. Lin's children, and
     (iii) 50,625 and 6,093 shares issuable pursuant to options exercisable
     within 60 days of March 1, 1998 by Mr. Lin and his wife, respectively. Mr.
     Lin disclaims beneficial ownership of shares held by his wife and children.

(10) Includes 42,708 shares issuable pursuant to options exercisable within 60
     days of March 1, 1998.

(11) Includes 17,857 shares issuable pursuant to options exercisable within 60
     days of March 1, 1998.

(12) Includes 24,915 shares issuable pursuant to options exercisable within 60
     days of March 1, 1998.

(13) Includes 46,725 shares issuable pursuant to options exercisable within 60
     days of March 1, 1998.

(14) Includes 407,601, 355,727, and 80,146 shares issuable pursuant to options,
     warrants and other rights, respectively, to purchase shares exercisable
     within 60 days of March 1, 1998 by executive officers and directors as a
     group.

                                      4
<PAGE>
 
                                   SIGNATURES

  IN ACCORDANCE WITH THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS AMENDMENT TO ANNUAL
REPORT ON FORM 10-K/A-2 TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, ON THE 27TH DAY OF MAY 1998.

                                    AWARD SOFTWARE INTERNATIONAL, INC.

                                    By: /s/  GEORGE C. HUANG
                                       --------------------------
                                       GEORGE C. HUANG
                                       CHAIRMAN OF THE BOARD, PRESIDENT AND
                                       CHIEF EXECUTIVE OFFICER


  IN ACCORDANCE WITH THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934,
THIS REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT IN THE CAPACITIES AND ON THE DATES STATED.

<TABLE>
<CAPTION>
Signature                                   TITLE                      DATE
---------                                   -----                      ----     
<S>                          <C>                                  <C>
                              Chairman of the Board, President,   May 27, 1998
/s/   George C. Huang         Chief Executive Officer and
---------------------------   Director (Principal Executive
GEORGE C. HUANG               Officer )
 
 
/s/   Kevin J. Berry         Vice President, Finance, Chief       May 27, 1998
---------------------------  Financial Officer, Treasurer and
KEVIN J. BERRY               Secretary (Principal Financial and
                             Accounting Officer )
 
 
      *                      Director                             May 27, 1998
---------------------------
CHENG MING LEE
 
      *                      Director                             May 27, 1998
---------------------------
DAVID S. LEE
 
      *                      Director                             May 27, 1998
---------------------------
MASAMI MAEDA

      *                      Director                             May 27, 1998
---------------------------
ANTHONY SUN
 
      *                      Director                             May 27, 1998
---------------------------
WILLIAM P. TAI

      *                      Director                             May 27, 1998
---------------------------
WILLY WECK

</TABLE>

* By: /s/ George C. Huang
    -------------------------
         GEORGE C. HUANG
         ATTORNEY-IN-FACT

                                       5