<PAGE>   1
================================================================================

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

                                   FORM 10-K/A

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

For the fiscal year ended December 31, 2000

                                       OR

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

For the transition period from. . . . . . . . . . . . . . to . . . . . . . .

                        Commission file number: 001-13519

                           EXIGENT INTERNATIONAL, INC.
             (Exact name of Registrant as specified in its charter)

                DELAWARE                               59-3379927
        (State of Incorporation)                    (I.R.S. Employer
                                                  Identification Number)

                   1830 PENN STREET, MELBOURNE, FLORIDA 32901

               (Address of principal executive offices) (Zip code)

        (Registrant's telephone number including area code) 321-952-7550

           Securities registered pursuant to Section 12(b) of the Act:

      Title of  securities                         Exchanges on which registered
      --------------------                         -----------------------------
   Common Shares, $0.01 par value per share          Nasdaq SmallCap Market
                                                  The Chicago Stock Exchange

           Securities registered pursuant to Section 12(g) of the Act:

                    Common Shares, $0.01 par value per share

         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 ____ 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.____

         As of March 1, 2001, the aggregate market value of the Common Stock of
the Registrant (based upon the average closing price of the Common Stock as
reported by the Nasdaq SmallCap Market, which was $1.6250) held by
non-affiliates of the Registrant was approximately $6,185,998.

         The number of shares outstanding of the registrant's Common Stock on
March 1, 2001 was 6,035,428.
<PAGE>   2
                                   PART III


Item 10  DIRECTORS AND EXECUTIVE OFFICERS

                                  DIRECTORS

     The Company's Board of Directors is staggered into three classes. Directors
are elected to serve until their respective three year terms have expired and
until their successors are elected and shall have qualified. The Merger
Agreement provides that, promptly upon the purchase by the Purchaser pursuant to
the Offer of such number of the Company's Shares and from time to time
thereafter, the Purchaser or Harris will be entitled to designate the Harris
Designees to the Board of Directors, as described in "Designees to the Board of
Exigent" in this ANNEX A. Biographical information on each current director,
including his age follows.

     There is no family relationship between any director or executive officer
of the Company.

<TABLE>
<CAPTION>
              NAME                 AGE    CLASS                       POSITION(S)
              ----                 ---    -----                       -----------
<S>                                <C>    <C>      <C>
Bernard R. Smedley...............  64       II     Chairman of the Board and Chief Executive Officer
Arthur H. Collier................  59       II     Director
Gordon Comerford.................  64        I     Director
Robert M. Janowiak...............  65       II     Director
Joseph S. Kraemer................  56        I     Director
William R. Usher.................  68      III     Director
Stephen S. Wolff.................  68        I     Director
</TABLE>

Gordon J. Comerford
Director since 1999
Age 64                   Mr. Comerford became a Director of Exigent in 1999. He
                         recently retired from Motorola, where he served as a
                         Senior Vice President since 1989. He joined Motorola's
                         communications sector in 1974 as a Director of Business
                         Management and became a Corporate Vice President in
                         1980. Mr. Comerford served as a Director and Chairman
                         of the Audit Committee of Iridium LLC from July 1993
                         until his resignation in October 1999. Prior to joining
                         Motorola, Mr. Comerford was employed by IBM. He is a
                         graduate of Marquette University, where he serves on
                         the President's Council, and holds an MBA from the
                         University of Michigan.

Stephen S. Wolff, Ph.D.
Director since 2000
Age 68                   Mr. Wolff began his career in 1962 on the faculty of
                         Electrical Engineering in The Johns Hopkins University,
                         where he taught undergraduate and graduate courses and
                         performed research in system theory and statistical
                         communication theory. From 1972-1986, Mr. Wolff held
                         various positions with the U.S. Army Ballistic Research
                         Laboratory where he worked on artillery system
                         simulation and millimeter--wave radar, and carried out
                         research in robust statistical methods with application
                         to main gun aiming systems for the Abrams tank. In this
                         position, Mr. Wolff also introduced UNIX to the U.S.
                         Army labs and was an early developer of Internet
                         technology. From 1987-1994, Mr. Wolff was employed by
                         the National Science Foundation where he served as
                         Program Director then Division Chief for Networking.
                         Currently Mr. Wolff is Executive Director, Advanced
                         Internet Initiatives, Office of Technology Initiatives
                         for

                                        2
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                         Cisco Systems where he directs Cisco's involvement with
                         Internet2 and the Next Generation Internet in the U.S.
                         and similar programs in other countries; the position
                         also includes responsibility for Cisco's worldwide
                         University Research Program. Mr. Wolff received degrees
                         of BSc in Electrical Engineering from Swarthmore
                         College and MA and PhD in Electrical Engineering from
                         Princeton University; he subsequently held a Fellowship
                         for Postdoctoral study at Imperial College, where he
                         worked with Cohn Cherry and Dennis Gabor.

Joseph S. Kraemer, Ph.D.
Director since 2000
Age 56                   Dr. Kraemer currently holds the title of Director at
                         LECG LLC, where he is an equity partner. LECG LLC is a
                         consulting firm that specializes in capital intensive
                         industries undergoing severe structural change. He is
                         an experienced management consultant who works across
                         multiple industries, geographies, and client
                         situations. Dr. Kraemer has assisted numerous companies
                         to enter a variety of telecommunications and high
                         technology markets,.

                         Prior to joining LECG LLC, Dr. Kraemer was Vice
                         President at EDS/A.T. Kearney. Before joining EDS, Dr.
                         Kraemer was a Partner at Deloitte & Touche where he led
                         the Global Telecommunications and Electronic Consulting
                         Services Practice. Earlier in his career, Dr. Kraemer
                         was an investment research advisor for small and medium
                         institutions with Merrill Lynch. Dr. Kraemer also
                         served in the U.S. Army, where he received a
                         Commendation Medal for work done to locate, retrieve
                         and repatriate U.S. POWs captured in the Vietnam War.

                         Dr. Kraemer earned a BS from Georgetown University, an
                         MA from University of Michigan, an MBA, from George
                         Washington University and a Ph.D. from the University
                         of Michigan. Dr. Kraemer also holds the professional
                         titles of Certified Public Accounting (CPA) and
                         Certified Management Consultant (CMC). He serves as an
                         Adjunct Professor at the McDonough School of Business
                         at Georgetown University where he teaches Electronic
                         Commerce Policy and Strategy.

Bernard R. Smedley
Director since 1997
Age 64                   Mr. Smedley is currently serving as Chairman,
                         President, Chief Executive Officer and Chief Operating
                         Officer of Exigent and President of STI. From 1994 to
                         1997, he was President and Chief Executive Officer of
                         AirNet Communications Corporation, an infrastructure
                         products company for Wireless Local Loop, cellular and
                         PCS markets. Prior to taking early retirement from
                         Motorola in 1994, he held several management positions
                         at Motorola. In the 1980's, Mr. Smedley developed the
                         Cellular Infrastructure business from an engineering
                         concept to worldwide leadership with annual sales in
                         the billions. In 1991, he was appointed General Manager
                         of the newly formed Wireless Enterprise Systems (WES).
                         Mr. Smedley continued to innovate and initiated several
                         start-up businesses centered around broadband
                         technology for application, such as wireless PBXs and
                         local loop access with capabilities of high capacity
                         data, video and toll quality voice systems. WES also
                         included other Motorola narrowband initiatives in the
                         hand-held computing and communication service business
                         such as the Motorola Network Interface and General
                         Magic participation and The Envoy hand-held data
                         terminal. In his role as Director of Advanced Radio
                         Networking, Mr. Smedley had the responsibility as a
                         director of Satellite Communications, Inc. for the
                         IRIDIUM project and as Vice-Chairman of the
                         corporate-wide Wireless RF Data Advisory Board, which
                         coordinates all of Motorola's data communications
                         businesses' activities and priorities. Mr. Smedley has
                         a B.A. degree in Engineering from Washington and
                         Jefferson College and a BSEE degree from
                         Carnegie-Mellon University, both of Pennsylvania. He
                         also has attended advanced studies in engineering and
                         marketing at several universities.

                                      3
<PAGE>   4

Arthur H. Collier
Director since 1998
Age 59                   After beginning his career in 1964 as a naval aviator,
                         Mr. Collier served in two squadrons, attended
                         post-graduate school and in 1978 assumed the
                         responsibilities of Space Systems Acquisition Division
                         Director in the Special Systems Program Office,
                         Washington D.C. In 1980 he became the Program Director
                         for the development of aircraft anti-submarine warfare
                         systems at the Naval Air Development Center,
                         Warminster, Pennsylvania. In 1983, Mr. Collier returned
                         to the Special Systems Program Office in Washington,
                         D.C., and became the overall Program Manager with the
                         responsibility for the acquisition, operation and
                         replenishment of a constellation of satellites and the
                         worldwide infrastructure of mission ground stations
                         supporting them. After retirement from the U.S. Navy in
                         1993, Mr. Collier formed the Advanced Program
                         Development Corporation to provide systems engineering
                         support to the Naval Center for Space Technology, Naval
                         Research Laboratory. Mr. Collier obtained a BS in
                         Engineering from the U.S. Naval Academy, and MS degrees
                         in Management and Aeronautical Engineering, both from
                         the U.S. Naval Post Graduate School.

Robert M. Janowiak
Director since 1997
Age 65                   Mr. Janowiak began his career with the IIT Research
                         Institute in January 1958 and became Director of
                         IITRI's Computer and Management Sciences division. He
                         assumed responsibility for organizing an
                         entrepreneurial program for Rockwell International as
                         Vice President/General Manager of Information Products
                         Division in September 1971 and later was promoted to
                         Vice President of worldwide marketing of Rockwell
                         International's Graphic Group. Subsequently, Mr.
                         Janowiak joined Federal Signal Corporation in July 1975
                         as President of the Signal Group. He is currently
                         Executive Director of the International Engineering
                         Consortium. Mr. Janowiak has authored and collaborated
                         on many research reports including 2021 AD: Visions of
                         the Future and the Telecom Outlook Report and the
                         Telecommunications Outlook Report. He was an adjunct
                         professor of marketing and business policy at the
                         Harold Stuart School of Business Administration,
                         Illinois Institute of Technology. He serves on the
                         Board of Trustees and Directors of several universities
                         and corporations including ArrayComm, Inc. and
                         Conductus, Inc., both publicly held companies. Mr.
                         Janowiak holds a BSEE from University of Illinois, an
                         MSEE from Illinois Institute of Technology, an MBA from
                         University of Chicago, and has completed Stanford
                         University's Executive Program.

William R. Usher
Director since 1999
Age 68                   Mr. Usher is Chairman of the Board and Chief Executive
                         Officer of Core Software Technology, Inc., a private
                         company. Core Software provides commercial aerial and
                         satellite imagery and geospatial information to
                         government and commercial customers worldwide via
                         company-developed Internet/Intranet-based systems and
                         services. Mr. Usher served for 31 years in the USAF as
                         a jet fighter pilot, and in a series of increasingly
                         demanding and responsible Air Force and Joint
                         positions, achieving the rank of Major General in 1979.
                         After retirement from the Air Force he joined the
                         Defense Space & Communications Company of Martin
                         Marietta Astronautics in Denver CO, serving for six
                         years primarily as Director of Human Resources and
                         Security in support of the company's classified space
                         business. Following the merger with Lockheed, he moved
                         to Washington, DC and joined Lockheed Martin's
                         Management & Data Systems company for the next six
                         years, with his area of concentration focused on the
                         National and Defense Intelligence, and command and
                         control communities, until he retired from that
                         organization in 1997. He brings to Exigent's Board of
                         Directors an extensive business background coupled with
                         a keen understanding of the requirements of the
                         Company's most demanding clients. Mr. Usher resides in
                         Reston, Virginia. Mr. Usher is a graduate of Yale

                                        4
<PAGE>   5

                         University (B.A., Economics) and Harvard University
                         (M.B.A., Business Administration).

     During the fiscal year ended December 31, 2000, the Company's Board of
Directors met eleven times, including meetings by telephone. No director of the
Company attended fewer than 75% of the total number of meetings of the Board
held while he was a director and the total number of meetings held by all
committees of the Board on which the director served during the time that he
served.

     (a) Committees of the Board

     The Board of Directors currently has five standing committees: the Audit
Committee, the Compensation Committee, the Nominating Committee, the
Intellectual Property Committee and the Investment Committee. The following
table presents information related to each directors committee assignments.

<TABLE>
<CAPTION>
              NAME                  AUDIT      COMPENSATION      NOMINATING      IPR      INVESTMENT
              ----                  -----      ------------      ----------      ---      ----------
<S>                                 <C>        <C>               <C>             <C>      <C>
NON-EMPLOYEE DIRECTORS:
Arthur H. Collier...............                    X                             X
Gordon Comerford................      X*            X                                         X
Robert M. Janowiak..............      X             X                                         X*
William R. Usher................                    X*               X                        X
Stephen S. Wolff................                                                  X*          X
Joseph S. Kraemer...............      X             X                X*

EMPLOYEE DIRECTORS:
B.R. "Bernie" Smedley...........                    X                X                        X
</TABLE>

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

X = Committee member
*  = Chair

THE AUDIT COMMITTEE

     The Audit Committee's principal functions include reviews of: the audit
plans, scope of audit and audit findings of the independent auditors,
significant tax and legal matters, and internal controls. Further, it is the
responsibility of the Audit Committee to recommend to the Board of Directors the
annual appointment of the independent auditors, to review the findings of
independent auditors, financial controller and external regulatory agencies and
to review the accounting policies used in preparing the financial statements of
the Company. The current members include Mr. Comerford (Chairman), Mr. Janowiak
and Mr. Kraemer. The Audit Committee met seven times in the fiscal year ended
December 31, 2000.

THE COMPENSATION COMMITTEE

     The Compensation Committee's principal function and responsibility is to
make recommendations to the Board of Directors as to the Company's compensation
plans and programs. The current members include Mr. Usher (Chairman), Mr.
Collier, Mr. Janowiak, Mr. Kraemer, Mr. Comerford, and Mr. Smedley. Mr. Smedley
participates in recommendations to the Board of Directors for compensation
matters relating to all employees other than himself. The Compensation Committee
makes recommendations to the full Board of Directors with respect to
compensation matters for Mr. Smedley. The Compensation Committee met five times
during the fiscal year ended December 31, 2000.

THE NOMINATING COMMITTEE

     The Nominating Committee has the power to nominate such persons, as it may
determine, to stand for election to the Board of Directors. The current
committee members are Mr. Kraemer (Chairman), Mr. Usher, and Mr. Smedley. The
Nominating Committee met three times during the fiscal year ended December 31,
2000.

                                        5
<PAGE>   6

INTELLECTUAL PROPERTY RIGHTS COMMITTEE

     The Intellectual Property Rights Committee's principal functions include
establishing the criteria necessary from time to time for the Company's internal
patent disclosure selection process, overseeing the Company's IPR Incentive
Program, reporting to the Board of Directors on the status of patents and
fostering an atmosphere in the Company to stimulate the creation and
presentation of intellectual property. The current members are Mr. Wolff
(Chairman) and Mr. Collier. The Intellectual Property Rights Committee did not
hold any formal meetings during the fiscal year ended December 31, 2000.

THE INVESTMENT COMMITTEE

     The Investment Committee's principal functions include making
recommendations to the Board of Directors, in concert with the Company's
management, as to the strategic alignment of the Company, financial advisability
of any potential acquisition or merger, and approval and selection of investment
bankers to represent the Company. The current members are Mr. Janowiak
(Chairman), Mr. Comerford, Mr. Usher, Mr. Wolff and Mr. Smedley. The Investment
Committee met three times during 2000.

     On February 21, 2001, the Company's outside directors established, with the
full Board's approval, an ad hoc committee to, among other things, work with
management to develop and evaluate potential reorganization efforts. The members
of the ad hoc committee included: Dr. Kraemer (Chairman), Mr. Usher, Mr. Wolff
and Mr. Collier.

     (b) Director Compensation

     The Company's current policy is to pay each outside director who is neither
an employee, officer or directly or indirectly a paid consultant to the Company
a fee of $1,500 for each regular or special Board of Directors meeting attended,
as well as stock options upon his/her election or admission to the Board of
Directors. In addition, members of the Company's ad hoc committee were paid for
their services at a rate of $1,500 per day. The directors currently eligible to
receive such compensation are Messrs. Collier, Comerford, Janowiak, Kraemer,
Wolff and Usher. Each of Messrs. Janowiak and Collier received 40,000
non-qualified stock options under the Company's Independent Director Stock
Option Plan 5NQ ("Plan 5NQ") upon his election or admission to the Board of
Directors, at an exercise price per share equal to the fair market value of the
Common Stock on the date of grant, which was $3.3750 on November 20, 1997 and
$3.1250 on February 6, 1998, respectively. These options vest at the rate of
2,500 shares per quarter for the 16 quarters following the grant date. Following
these option grants, all options available under Plan 5NQ were granted.

     Upon election to the Board of Directors on April 6, 1999, Mr. Usher was
granted non-qualified options to purchase 7,500 shares of Common Stock at an
exercise price of $3.875 per share. On January 3, 2000, Mr. Usher was granted an
additional 10,000 options, at an exercise price of $3.6875. These options were
granted pursuant to the Omnibus Stock Option and Incentive Plan. All of Mr.
Usher's options to purchase shares are fully vested.

     Mr. Comerford was elected to the Board of Directors on December 7, 1999. On
that same date, Mr. Comerford was granted non-qualified options to purchase
10,000 shares of Common Stock, at an exercise price of $3.75. All of Mr.
Comerford's options to purchase shares are fully vested. These options were
granted pursuant to the Omnibus Stock Option and Incentive Plan.

     Dr. Kraemer and Mr. Wolff were elected to the Board of Directors on June
22, 2000. On that date, they were each granted non-qualified options to purchase
7,500 shares of Common Stock at an exercise price of $2.8125 per share. Each of
Dr. Kraemer and Mr. Wolff's options to purchase are fully vested and were
granted pursuant to the Omnibus Stock Option and Incentive Plan.

     On January 2, 2001, the following members of the Board of Directors were
each granted options to purchase 10,000 shares of Common Stock pursuant to the
Omnibus Stock Option and Incentive Plan: Mr. Comerford; Mr. Wolff; Mr. Kraemer;
and Mr. Usher.

     The Company reimburses all directors for authorized out-of-pocket expenses.
The Company does not currently pay members for attending Committee meetings.

                                        6
<PAGE>   7

                               EXECUTIVE OFFICERS

     The executive officers of the Company, who are elected by and serve at the
discretion of the Board of Directors, are as follows:

<TABLE>
<CAPTION>
                                                                                               EMPLOYED
  NAME OF OFFICER               AGE                      POSITION                                SINCE
  ---------------               ---                      --------                           --------------
<S>                    <C>   <C>                                                            <C>
Bernard R. Smedley...........   64    Chairman of the Board of Directors, Chief Executive        1997
                                      Officer, Chief Operating Officer and President
Sally H. Ball................   43    Chief Financial Officer, Vice President of Finance,        1997
                                      Treasurer & Director for Exigent Software
                                      Technology and Exigent Solutions Group, and Exigent
                                      Digital Telecom and Wireless Networks
Larry W.  Whitfield..........   50    President & Director of Exigent Software Technology        1999
Glenn Dennis.................   41    President & Director of Exigent Solutions Group            2000
William K. Presley...........   53    Senior Vice President and Chief Technical Officer          1983
                                      of Exigent Software Technology
Patricia Frank...............   39    Director of Shareholder Relations, Corporate               1997
                                      Administration & Secretary
</TABLE>

     Mr. Smedley became a Director of Exigent on February 7, 1997. On June 11,
1997, he joined Exigent as the Chairman and CEO. Prior to that, Mr. Smedley took
early retirement from Motorola, Inc. to become President and Chief Executive
Officer of AirNet Communications Corp. (ANCC), an infrastructure products
company that he started in 1994 with venture capital companies. Mr. Smedley's
business plan included the creation of cellular and PCS systems. Mr. Smedley
started his career at Goodyear Aerospace in 1962, and in 1969 became engineering
manager for Xerox Data Systems. He then joined Motorola, Inc. in 1976, where he
was responsible for developing the Cellular Infrastructure business for
Motorola, taking it from an engineering concept to worldwide leadership with
annual sales in the billions. Mr. Smedley has a B.A. degree in Engineering from
Washington and Jefferson College and a BSEE degree from Carnegie-Mellon
University, both of Pennsylvania. He also has attended advanced studies in
engineering and marketing at several universities.

     Ms. Ball joined Exigent in 1997 and is currently the CFO. Prior to joining
Exigent, Ms. Ball served as the Controller and Contracts Director at Harris
Corporation's Electronic Systems Sector and was responsible for overall
financial management of the division. She began her career with Harris in 1982
and held increasingly responsible roles in Accounting and Finance for 15 years.
Ms. Ball was awarded a BSBA from the University of Kentucky in 1979 and an MBA
from the University of Florida in 1981.

     Mr. Whitfield joined Exigent in December 1999 as the President of
subsidiary, Exigent Software Technology Inc. Mr. Whitfield came to Exigent from
Harris Corporation where he served as Vice President for the Government
Communications division, a $200 million business segment. Prior to his work at
Harris Corporation, Mr. Whitfield held various program management positions at
Lockheed and Tektronix, serving in Air Force, NASA, Navy, and Army programs. He
holds a BS degree from California State University, San Jose and is a Santa
Clara University MBA candidate.

     Mr. Dennis joined Exigent on July 17, 2000, as President of Exigent
Solutions Group (ESG). Mr. Dennis came to Exigent from SoftMed Systems located
in Bethesda, MD, where he served as Chief Operating Officer. Prior to his work
with SoftMed Systems, Mr. Dennis was General Manager at GE Capital and has also
held executive positions at MicroAge, and HEM Solutions. Mr. Dennis attended St.
Cloud State University in Minnesota where he studied Business Management and
Marketing. He has also completed several GE Management Development courses, in
addition to attending Executive Development Programs at the Harvard School of
Business.

     William K. Presley is currently serving as Senior Vice President and Chief
Technical Officer to subsidiary company, Exigent Software Technology, Inc.
("ESTI"). Mr. Presley previously served as Executive Vice President and Chief
Technical Officer of Exigent from 1997 to 1999. He has been employed by ESTI
since 1983

                                        7
<PAGE>   8

in management and executive positions, including Chairman of the Board and Vice
President of ESTI from 1987 to 1998.

     Patricia Frank joined Exigent International, Inc. on August 1, 1997, as
Assistant to the Chairman and CEO. In September 1997, she was appointed
Secretary to Exigent's Board of Directors. Since June 1999, Ms. Frank has served
as Secretary to Exigent's subsidiary companies. Ms. Frank oversees the
administration of the stock option and the employee stock purchase plan. Prior
to joining Exigent, Ms. Frank was Assistant to the CEO and Corporate Secretary
of AirNet Communications Corporation (1994 to 1997). Ms. Frank is a member of
the American Society of Corporate Secretaries and is working to obtain her
Bachelors in Business Administration through the University of Phoenix Online.

Item 11 COMPENSATION OF EXECUTIVE OFFICERS

     The following table sets forth a summary of all compensation information
earned, awarded or paid in the fiscal years ended December 31, 2000, December
31, 1999, and December 31, 1998 ("1998B"), as applicable, to those persons who
were at December 31, 2000, the Named Officers.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                           ANNUAL                       LONG TERM
                                                        COMPENSATION                   COMPENSATION
                                            -------------------------------------    ----------------
            NAME AND               YEAR     SALARY     BONUS       OTHER ANNUAL      RESTRICTED STOCK
       PRINCIPAL POSITION           (1)     ($)(1)     ($)(1)    COMPENSATION ($)       AWARDS ($)
       ------------------          -----    -------    ------    ----------------    ----------------
<S>                                <C>      <C>        <C>       <C>                 <C>
Bernard R. Smedley...............   2000    242,378                  124,313(2)              0
  Chairman of the Board, Chief      1999    246,980         0         23,540                 0
  Executive Officer and President  1998B    229,167         0         12,294                 0
Sally H. Ball....................   2000    115,134         0             45(3)              0
  Chief Financial Officer and       1999     99,005         0              0                 0
  Executive Vice President         1998B     82,500     8,000              0                 0
Glenn Dennis.....................   2000    103,942    10,000              0(4)              0
  President of ESG                  1999          0         0              0                 0
                                   1998B          0         0              0                 0
Larry W. Whitfield...............   2000    182,065         0              0                 0
  President of ESTI                 1999     17,788         0              0                 0
                                   1998B          0         0              0                 0
William K. Presley...............   2000    148,987         0         74,750(5)              0
  Senior Vice President             1999    140,254         0         27,696                 0
  Chief Technical Officer of ESTI  1998B    124,014    13,350              0                 0
</TABLE>

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

(1) Because of the change in the Company's fiscal year in 1998, salary and bonus
    shown for 1998B cover an 11-month period with a fiscal year ending December
    31, 1998; 1999 and 2000 cover a 12-month period with a fiscal year ending
    December 31.

(2) Includes certain benefits Mr. Smedley receives under his Employment
    Agreement with the Company, consisting of (a) key-man life insurance policy
    premiums of $3,614, (b) medical reimbursements of $5,557, and (c) 90% of
    local yacht club membership dues, or $1,092. The total also includes (d) Red
    Carpet Club membership $300, and (e) recognition of compensation related to
    the gain on exercise of non-qualified stock options $113,750.

(3) Includes taxable expense that was reimbursed to Ms. Ball.

(4) Includes $10,000 sign-on bonus as per Mr. Dennis's employment agreement.

(5) Includes compensation related to the gain on exercise of non-qualified stock
    options.

                                        8
<PAGE>   9

             OPTION GRANTS IN FISCAL YEAR ENDING DECEMBER 31, 2000

     The following table sets forth information with respect to the stock
options granted to the Named Officers during the fiscal year ended December 31,
2000:

<TABLE>
<CAPTION>
                                                                                             POTENTIAL REALIZABLE
                                                                                               VALUE AT ASSUMED
                                        NUMBER                                                 ANNUAL RATES OF
                                          OF                                                     STOCK PRICE
                                        SHARES         % OF                                    APPRECIATION FOR
                                      UNDERLYING      TOTAL       EXERCISE                     OPTION TERM (2)
                                       OPTIONS       OPTIONS        PRICE      EXPIRATION    --------------------
                NAME                   GRANTED       GRANTED      ($/SHARE)     DATE (1)        5%         10%
                ----                  ----------    ----------    ---------    ----------    --------    --------
<S>                                   <C>           <C>           <C>          <C>           <C>         <C>
Bernard R. Smedley..................     31,094        2.3%        $2.5000       7/3/10      $ 48,887    $123,889
                                         18,906        1.4%        $2.5000       7/3/10      $ 29,724    $ 75,328
Glenn G. Dennis.....................     25,000        2.7%        $3.1250      7/17/10      $ 49,132    $124,511
                                         96,000        7.0%        $3.1250      7/17/10      $188,668    $478,122
                                          4,000        0.3%        $3.1250      7/17/10      $  7,861    $ 19,922
William K. Presley..................     30,000        2.2%        $2.5625      8/18/10      $ 48,346    $122,519
Sally H. Ball.......................    117,072        8.5%        $2.5625      8/18/10      $188,666    $478,118
                                          2,928        0.2%        $2.5625      8/18/10      $  4,719    $ 11,958
Larry W. Whitfield..................     39,024        2.8%        $2.5625      8/18/10      $ 62,889    $159,373
                                         10,976        0.8%        $2.5625      8/18/10      $ 17,688    $ 44,826
</TABLE>

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

(1) These options could expire earlier under certain circumstances.

(2) The potential realizable value of the options granted for each of the Named
    Officers was calculated by multiplying those options by the excess of the
    assumed market value of Common Stock if the market value were to increase 5%
    or 10% in each year of the option's 3-year term over the option price shown.
    This calculation does not take into account any taxes or other expenses that
    might be owed. Actual values, if any, that an executive may realize will
    depend on the excess of the stock price over the exercise price on the date
    the option is exercised, so there is no assurance that values realized will
    be at or near the values indicated in the table.

              AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
                          FISCAL YEAR-END OPTION VALUE

     The following table sets forth certain information for each of the Named
Officers relating to the number of options exercised by each of them in fiscal
year ending December 31, 2000 and the value of such Named Officers' unexercised
options as of December 31, 2000:

<TABLE>
<CAPTION>
                                                                NUMBER OF                  VALUE OF UNEXERCISED
                                                          UNEXERCISED OPTIONS AT           IN-THE-MONEY OPTIONS
                          SHARES                           DECEMBER 31, 2000(#)         AT DECEMBER 31, 2000($)(1)
                       ACQUIRED ON        VALUE        ----------------------------    ----------------------------
        NAME           EXERCISE (#)    REALIZED ($)    EXERCISABLE    UNEXERCISABLE    EXERCISABLE    UNEXERCISABLE
        ----           ------------    ------------    -----------    -------------    -----------    -------------
<S>                    <C>             <C>             <C>            <C>              <C>            <C>
Bernard R. Smedley...     74,000         112,625         420,165          12,500             --            --
Glenn G. Dennis......         --              --          25,000         100,000         89,230            --
William K. Presley...     43,000          74,750          24,466          30,000             --            --
Sally H. Ball........         --              --          42,300         120,000             --            --
Larry W. Whitfield...         --              --          50,000         100,000             --            --
</TABLE>

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

(1) Calculated by determining the difference between the exercise price of the
    options and $1.6250, the closing price of the Company's Common Stock on
    December 29, 2000, the last full trading day of the fiscal year.

            EMPLOYMENT AGREEMENTS AND CHANGE-IN-CONTROL ARRANGEMENTS

     The Company has entered into employment agreements with certain of its
executive officers which will be effected by the Merger. Each of these
agreements is described below. For purposes of these employment agreements, a
"change in control" is defined as having occurred upon, among other things, the
direct or indirect,

                                        9
<PAGE>   10

acquisition of 50% or more of the Company's then outstanding shares of common
stock. The consummation of the Offer constitutes a "change in control" under
these agreements.

     Whenever the phrase "good reason" is used below, it shall mean, among other
things, the assignment to the executive officer of any duties inconsistent in
any respect with his/her current position (including status, offices, titles,
reporting requirements) authorities, duties, responsibilities with the Company
immediately prior to the time at which a change in control occurred, or any
other action taken by the Company or any successor which results in a diminution
of such position, authority, duties or responsibilities.

     On August 18, 2000, Mr. Smedley executed a one-year employment agreement
with the Company (the "Smedley Agreement"). Pursuant to the Smedley Agreement,
Mr. Smedley is paid an annual base salary of $ 300,000 and is eligible for a
target incentive bonus based on the Company's performance in the form of
incentive stock options up to 200,000. Mr. Smedley was also granted options to
purchase 50,000 shares of the Company's Common Stock. These stock options vested
immediately. The Smedley Agreement provides that if Mr. Smedley is terminated
other than for cause or resigns for good reason (as defined) after a change in
control, he is entitled to the amount of his annual base salary through the date
of termination (to the extent not theretofore paid); any amount of compensation
deferred by Mr. Smedley; any accrued vacation pay; reimbursement for the cost of
continuing welfare benefits for a period not to exceed eighteen months;
provided, however, that he does not become re-employed with another employer and
become eligible to receive medical and welfare under another employer provided
plan. Under the Smedley Agreement, the Company provides to him, at its expense,
a life insurance policy in the amount of $600,000 with the beneficiary
designated by Mr. Smedley. Mr. Smedley also receives up to $8,750 of otherwise
non-reimbursable medical expenses incurred by Mr. Smedley or his wife, 90% of
his annual dues at a local yacht club and reimbursement for all of his business
expenses associated with his employment by the Company.

     On August 18, 2000, the Company executed a three-year employment agreement
with Sally Ball to serve as its Executive Vice President and Chief Financial
Officer (the "Ball Agreement"). Pursuant to the Ball Agreement, Ms. Ball is paid
an annual base salary of $125,000 and is eligible for a target incentive bonus
up to 40% of her annual base salary. In connection with Ball Agreement, Ms. Ball
was granted options to purchase 120,000 shares of Common Stock. Ms. Ball is
eligible to participate in the Company's stock option plans and welfare benefit
plans and is further entitled to paid vacation and perquisites provided by the
Company to employees of similar level. In the event Ms. Ball resigns for good
reason (as defined) after a change in control, the Company shall pay to Ms.
Ball, in cash, the aggregate amount of: (i) the sum of her annual base salary
through the date of termination to the extent not theretofore paid; (ii) any
compensation previously deferred; (iii) 1.5 times her annual base salary; (iv)
the highest annual incentive bonus that she earned during the five full fiscal
years preceding the date of termination; (iv) a monthly amount in cash, for a
period of eighteen months, equal to the Company's cost to provide welfare
benefits which would have been provided (under certain circumstances); and (v)
the cost of reasonable outplacement services.

     On August 18, 2000, the Company executed a three-year employment agreement
with Larry Whitfield to serve as President of Exigent Software Technology, Inc.
("ESTI") (the "Whitfield Agreement"). Pursuant to the Whitfield Agreement, Mr.
Whitfield is paid an annual base salary of $ 185,000 and is eligible for a
target incentive bonus up to 40% of his annual base salary. In connection with
the Whitfield Agreement, Mr. Whitfield was granted options to purchase 100,000
shares of the Company's Common Stock. Mr. Whitfield is eligible to participate
in the Company's stock option plans and welfare benefit plans and is further
entitled to paid vacation and perquisites provided by the Company to employees
of similar level. In the event Mr. Whitfield resigns for good reason (as
defined) after a change in control, the Company shall pay to him, in cash, the
aggregate amount of: (i) the sum of his annual base salary through the date of
termination to the extent not theretofore paid; (ii) any compensation previously
deferred; (iii) 2.5 times his annual base salary(1); (iv) the highest annual
incentive bonus that he earned during the five full fiscal years preceding the
date of termination; (iv) a monthly amount in cash,

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

(1) This represents the maximum potential amount that could be payable under Mr.
    Whitfield's employment agreement.
                                        10
<PAGE>   11
for a period of eighteen months, equal to the Company's cost to provide welfare
benefits which would have been provided (under certain circumstances); and (v)
the cost of reasonable outplacement services.

     On August 18, 2000, the Company executed a three-year employment agreement
with Glenn Dennis to serve as President of Exigent Solutions Group, Inc. ("ESG")
(the "Dennis Agreement"). Pursuant to the Dennis Agreement, Mr. Dennis is paid
an annual base salary of $ 235,000 and is eligible for a target incentive bonus
up to 40% of his annual base salary. In connection with the Dennis Agreement,
Mr. Dennis was granted options to purchase 100,000 shares of the Company's
Common Stock. Mr. Dennis is eligible to participate in the Company's stock
option plans and welfare benefit plans and is further entitled to paid vacation
and perquisites provided by the Company to employees of similar level. In the
event Mr. Dennis resigns for good reason (as defined) after a change in control,
the Company shall pay to him in cash the aggregate amount of: (i) the sum of his
annual base salary through the date of termination to the extent not theretofore
paid; (ii) any compensation previously deferred; (iii) if such termination
occurs: (a) during the first year of employment, Mr. Dennis shall be entitled to
receive an amount equal to eighteen months of his annual base salary, (b) during
the second year of his employment, Mr. Dennis shall be entitled to receive
twelve months of his annual base salary, and (c) during the third year of
employment, Mr. Dennis shall be entitled to receive six months of his annual
base salary; (iv) the highest annual incentive bonus earned during the five full
fiscal years preceding the date of termination; (iv) a monthly amount in cash,
for a period of eighteen months, equal to the Company's cost to provide welfare
benefits which would have been provided (under certain circumstances); and (v)
the cost of reasonable outplacement services.

     On August 18, 2000, the Company executed a two-year agreement with William
Presley to serve as Senior Vice President and Chief Technical Officer of ESTI.
Mr. Presley's annual base salary is $ 152,975 and he was awarded options to
purchase 30,000 shares of Common Stock. If employment is terminated as a result
of a merger or acquisition, Mr. Presley will be entitled to severance pay,
unless his employment is continued or reinstated by the new organization.

     On August 18, 2000, the Company executed a three-year employment agreement
with Patricia Frank to serve as Director of Shareholder Relations, Corporate
Administration and Secretary (the "Frank Agreement"). Pursuant to the Frank
Agreement, Ms. Frank is paid an annual base salary of $ 67,500 and is eligible
for a target incentive bonus up to 30% of her annual base salary. In connection
with the Frank Agreement, Ms. Frank was granted options to purchase 60,000
shares of the Company's Common Stock. Ms. Frank is eligible to participate in
the Company's stock option plans and welfare benefit plans and is further
entitled to paid vacation and perquisites provided by the Company to employees
of similar level. In the event Ms. Frank resigns for good reason after a change
in control, the Company shall pay to her in cash the aggregate amount of: (i)
the sum of her annual base salary through the date of termination to the extent
not theretofore paid; (ii) any compensation previously deferred; (iii) 1.5 times
her annual base salary; (iv) the highest annual incentive bonus earned during
the five full fiscal years preceding the date of termination; (iv) a monthly
amount in cash, for a period of eighteen months, equal to the Company's cost to
provide welfare benefits which would have been provided (under certain
circumstances); and (v) the cost of reasonable outplacement services.



                                        11
<PAGE>   12

Item 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

                            PRINCIPAL STOCKHOLDERS

     The following table sets forth certain information known to the Company
regarding the beneficial ownership of the Company's Common Stock as of March 31,
2001 by (i) each person who is known by the Company to own beneficially more
than 5% of the outstanding shares of Common Stock (each a "Principal
Stockholder"), (ii) each of the Company's directors as of March 31, 2001, (iii)
the Chief Executive Officer and the four other most highly compensated executive
officers of the Company (the "Named Officers"), and (iv) all Named Officers and
directors of the Company as a group. Except as otherwise indicated, all owners
have sole voting power and investment power over all shares listed.

<TABLE>
<CAPTION>
                                                                           COMMON STOCK
                                                           --------------------------------------------
                    NAME AND ADDRESS                         AMOUNT AND NATURE OF
                   OF BENEFICIAL OWNER                     BENEFICIAL OWNERSHIP(1)     PERCENT OF CLASS
                   -------------------                     ------------------------    ----------------
<S>                                                        <C>                         <C>
Don F. Riordan, Jr. (18).................................           314,299(2)               5.16%
Daniel J. Stark (19).....................................           566,886(3)               9.36%
Bernard R. Smedley (16)..................................           573,765(4)               9.47%
Sally H. Ball (16).......................................           165,319(5)               2.76%
Glenn Dennis (16)........................................           125,000(6)               2.06%
Larry W. Whitfield (16)..................................           154,954(7)               2.56%
Exigent International, Inc.
Employee 401(k)/Profit Sharing and Employee Stock                 1,426,461                 23.54%
  Ownership Plan ("ESOP")(16)(20)........................
William K. Presley(16)...................................           121,638(8)               2.07%
Arthur H. Collier(16)....................................            40,000(9)                  *
Robert M. Janowiak(16)...................................            40,000(10)                 *
William R. Usher(16).....................................            28,500(11)                 *
Gordon J. Comerford(16)..................................            20,000(12)                 *
Joseph S. Kraemer(16)....................................            17,500(13)                 *
Stephen S. Wolff(16).....................................            19,500(14)                 *
Kern Capital Management, LLC(17).........................           642,010(15)             10.60%
Total Number of Shares owned by Directors and Executive           1,306,176                 21.56%
  Officers as a Group (11 persons).......................
</TABLE>

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

 *   Less than 1%

 (1) "Beneficial ownership" is a technical term defined by the federal
     securities laws. A person "beneficially owns" stock not only if he holds it
     directly, but also if he indirectly (through a relationship, position as a
     director or officer or trustee, or a contract or understanding) has or
     shares the power to vote the stock or the power to sell the stock, or has
     the right to acquire it within 60 days.

 (2) Includes 269,468 shares of Common Stock directly owned and 44,831 shares of
     Common Stock held in trust by the ESOP. This information related to Mr.
     Riordan's shareholdings is based solely upon the Company's knowledge as of
     December 31, 2000.

 (3) Includes 566,886 shares of Common Stock directly owned by Mr. Stark. This
     information related to Mr. Stark's shareholdings is based solely upon the
     Company's knowledge as of December 31, 2000.

 (4) Includes 134,100 shares of Common Stock directly owned, 5,000 shares
     indirectly held in trust by Mr. Smedley and 432,665 shares of Common Stock
     issuable upon exercise of options held by Mr. Smedley (420,165 options are
     fully vested and 12,500 vest 15 days prior to the scheduled expiration of
     the Offer, subject to the consummation of the Offer), and 2,000 shares of
     Common Stock held in trust by the ESOP.

                                        12
<PAGE>   13

 (5) Includes 1,093 shares of Common Stock directly owned, 162,500 shares of
     Common Stock issuable upon exercise of the Options held by Mrs. Ball
     (42,500 options are fully vested and 120,000 will vest 15 days prior to the
     scheduled, subject to consummation of the Offer, and 1,726 shares of Common
     Stock held in trust by the ESOP.

 (6) Includes 125,000 shares of Common Stock issuable upon exercise of options
     held by Mr. Dennis (25,000 options are fully vested and 100,000 will vest
     15 days prior to the scheduled expiration of the Offer, subject to the
     consummation of the Offer).

 (7) Includes 4,742 shares of Common Stock directly owned, 150,000 shares of
     Common Stock issuable upon exercise of the Options held by Mr. Whitfield
     (50,000 options are fully vested and 100,000 will vest 15 days prior to the
     scheduled expiration of the Offer, subject to the consummation of the
     Offer), and 212 shares of Common Stock held in trust by the ESOP.

 (8) Includes 15,574 shares of Common Stock directly owned, 54,466 shares of
     Common Stock issuable pursuant to options (24,666 are fully vested, and
     30,000 will vest 15 days prior to the scheduled expiration of the Offer,
     subject to consummation of the Offer).

 (9) Includes options to purchase 40,000 shares of Common Stock. Of Mr.
     Collier's options, 30,000 are fully vested and 10,000 will vest on
     consummation of the Offer.

(10) Includes 10,000 shares of Common Stock directly owned by Mr. Janowiak, and
     options to purchase 30,000 shares of Common Stock. Of these, 22,500 are
     fully vested and 7,500 will vest on consummation of the Offer.

(11) Includes 1,000 shares of Common Stock directly owned by Mr. Usher, and
     options to purchase 27,500 shares. Of these options, 20,000 are fully
     vested and 7,500 will vest 15 days prior to the scheduled expiration of the
     Offer, subject to the consummation of the Offer.

(12) Includes options to purchase 20,000 shares of Common Stock. Of Mr.
     Comerford's options, 12,500 are fully vested, and 7,500 will vest 15 days
     prior to the scheduled expiration of the Offer, subject to the consummation
     of the Offer.

(13) Includes options to purchase 17,500 shares of Common Stock. Of Mr.
     Kraemer's options, 10,000 are fully vested and 7,500 will vest 15 days
     prior to the scheduled expiration of the Offer, subject to the consummation
     of the Offer.

(14) Includes 2,000 shares of Common Stock directly owned by Mr. Wolff, and
     options to purchase 17,500 shares. Of these options, 10,000 shares are
     fully vested and 7,500 will vest 15 days prior to the scheduled expiration
     of the Offer, subject to the consummation of the Offer.

(15) This information was derived from a Schedule 13G filed with the Commission.
     The Company believes, based upon recent information, that this entity sold
     its position shortly after the Offer was publicly announced.

(16) The business address is in care of Exigent International, Inc., 1830 Penn
     Street, Melbourne, Florida 32901.

(17) The business address is 114 West 47th Street, Suite 1926, New York, NY
     10036.

(18) Mr. Riordan's address is 414 La Costa Street, Melbourne Beach, FL 32951.

(19) Mr. Stark's address is 5180 Sand Lake Road, Melbourne, FL 32934.

(20) The terms and conditions of the ESOP provide that the decision to tender
     Shares held by the ESOP in connection with the Offer, will not be passed
     through to the holders of the Shares within the ESOP. The ESOP provides
     that the decision to tender Shares will be made by the ESOP committee or
     under certain limited circumstances by the ESOP trustee. The ESOP committee
     consists of Sally Ball, the Company's Executive Vice President and Chief
     Financial Officer, and David Miller, the Company's Vice President of Human
     Resources. In connection with its evaluation of the Offer, the ESOP
     committee has retained separate independent counsel as well an outside
     financial advisor.

     For more information on certain transactions between the Company and any
director, any nominee director, any executive officer or any Principal
Stockholder, see "Certain Relationships and Related Transactions".

                                        13
<PAGE>   14

Item 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

                                        14
<PAGE>   15
                                   SIGNATURES

         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.

Exigent International, Inc.


May 16, 2001                         /s/ Sally Ball
                                     -----------------------------
                                     Sally Ball
                                     Executive Vice President and
                                     Chief Financial Officer
                                     (Principal Executive Officer and Principal
                                            Financial Officer)