<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

(Mark One)

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

For the fiscal year ended SEPTEMBER 26, 1998

                                       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 0-20225
                                                -------


                            ZOLL MEDICAL CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                Massachusetts                                     04-2711626
     ---------------------------------                       -------------------
        (State or other jurisdiction                            (IRS employer
     of incorporation or organization)                       identification no.)


32 Second Avenue, Burlington, Massachusetts                         01803
-------------------------------------------                      ----------
  (Address of principal executive offices)                       (Zip Code)


Registrant's telephone number, including area code (781) 229-0020
                                                   --------------


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


    Title of each class                Name of each exchange on which registered
    -------------------                -----------------------------------------
           None                                         None
           ----                                         ----


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


Common Stock, $.02 Par Value
----------------------------
      (Title of class)


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

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

State the aggregate market value of the voting stock held by non-affiliates of
the registrant as of December 22, 1998: $54,268,891

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date (December 22, 1998): 6,202,159


<PAGE>   2
PART I



ITEM 1.  BUSINESS

GENERAL

Incorporated in Massachusetts in 1980, Zoll Medical Corporation designs,
manufactures and markets an integrated line of proprietary, noninvasive cardiac
resuscitation devices, external pacemaker/defibrillators, disposable electrodes,
mobile ECG Systems, and EMS data management solutions. The Company's product
line includes combination pacemaker/defibrillators, stand-alone pacemakers and
defibrillators and disposable multi-function electrodes that permit cardiac
monitoring, pacing and defibrillation through a single pair of electrodes,
software and associated hardware. The company's software for EMS is used on
portable rugged pen-based computers to automate all system and patient records.
In addition, the Company markets hardware and associated software to acquire and
send via fax or modem, a fully diagnostic patient ECG using a portable pen-based
computer.

The principal markets for cardiac resuscitation equipment are hospitals and
pre-hospital care providers such as paramedics, ambulance operators, emergency
medical technicians ("EMTs"), firefighters, police and other "first response"
emergency personnel.

MARKET BACKGROUND

Cardiac arrest accounts for approximately one-quarter of all deaths in the
United States. Cardiac arrest can result from a heart attack or from many other
causes. Victims of cardiac arrest may experience two basic types of
"arrhythmia's," which are abnormal rhythms of the heart caused by insufficient
circulation of oxygenated blood, drugs, electrical shock, mechanical injury,
disease or other causes. In one class of arrhythmia, the heart beats too slowly
(bradycardia) or stops (asystole). Pacing is a method of electrical therapy used
to treat bradycardia and asystole. In the other class of arrhythmia, the heart
beats chaotically (fibrillation) or too quickly (tachycardia). The definitive
treatment for these conditions is defibrillation. The Company estimates that
approximately 40% of cardiac arrest patients initially suffer from
bradycardia/asystole and 60% suffer from fibrillation/tachycardia. It is
possible for a patient to experience both types of arrhythmias during a cardiac
arrest. In these situations, it is important to have resuscitation equipment
with both pacing and defibrillation capabilities available.

The most important factor in treating cardiac arrest successfully is time.
Unless treatment is begun within four to eight minutes of the onset of cardiac
arrest, the victim is likely to die. The importance of immediate treatment
creates a need for cardiac resuscitation equipment specifically designed for
emergency use. Noninvasive temporary pacemakers and defibrillators, such as
those sold by the Company, are used in emergency situations. Therefore, they do
not compete with permanent, implantable pacemakers or defibrillators that are
used to treat chronic arrhythmias. In fact, the products are complementary,
because emergency cardiac resuscitation is often required during the
implantation of a permanent device.


<PAGE>   3
CARDIAC THERAPIES/DIAGNOSTICS PROVIDED

Bradycardia/Pacing

The principal therapies for the emergency treatment of bradycardia are drugs and
temporary cardiac pacing, either or both of which may be used to stimulate
effective cardiac contractions and restore circulation. Drugs utilized in
treating bradycardia include isoproterenol and atropine, which are injected into
the patient to stimulate the heartbeat. Cardiac pacing utilizes an electrical
pulse to stimulate the patient's heartbeat. For the permanent treatment of
chronic arrhythmia's, a pacemaker may be surgically implanted. For the emergency
treatment of bradycardia, there are two primary techniques for temporary pacing:
invasive endocardial pacing, in which a wire is inserted directly into the heart
to provide the electrical stimulus; and noninvasive temporary pacing, which uses
gelled electrodes applied to the patient's chest to conduct an electrical
stimulus.

The American Heart Association ("AHA") has established standard protocols for
the emergency treatment of cardiac arrest, including bradycardia. These Advanced
Cardiac Life Support ("ACLS") protocols are widely followed by practicing
physicians. In 1992, the AHA released new ACLS protocols recommending
noninvasive pacing as the initial treatment method for certain serious cardiac
conditions.

Fibrillation/Defibrillation/Cardioversion

The other type of life-threatening cardiac arrhythmia is ventricular
fibrillation, in which the heart's normal, regular electrical impulses become
chaotic and the heart ceases to pump blood. The only accepted emergency
treatment of fibrillation is defibrillation, in which a powerful electric shock
is delivered to the heart to stop the fibrillation and permit the return of
coordinated cardiac contractions. In emergency situations, defibrillation has
conventionally been administered through hand-held paddles placed on the
patient's chest. However, defibrillation can also be administered through
disposable adhesive electrodes, which the Company believes are safer and easier
to use than paddles.

In the hospital, most physicians and critical care nurses are trained and
certified to operate defibrillators. Outside the hospital, these persons, as
well as paramedics and other highly trained personnel were traditionally the
only persons authorized to provide defibrillation. However, a number of
jurisdictions now permit the use of automated defibrillators (AEDs) by less
extensively-trained nurses, EMTs, firefighters, police and other emergency
response personnel, following a brief course in the use of the device.

Cardioversion is a type of defibrillation used to treat tachycardias which have
not degenerated into fibrillation. During cardioversion, the defibrillator
delivers an electric shock which is synchronized to the patient's heartbeat in
order to slow the heart to a normal rhythm. The Company's defibrillators include
cardioversion capability.

Acute Myocardial Infarction

Rapid and accurate diagnosis of acute myocardial infarction (heart attack) and
the early administration of thrombolytic (clot busting) drugs can reduce both
mortality and morbidity from this disease. A growing number of communities are
implementing programs to add highly accurate and sophisticated ECG acquisition
capability to allow pre-hospital care providers to obtain this diagnostic
information. With this information, paramedics and other pre-hospital providers
can advise hospitals as to the nature of the patients conditions and expedite
treatment on arrival at the hospital with drugs that reopen coronary arteries
and ultimately minimize or reduce the extent or damage to the heart. The
procedure can be lifesaving for some patients.


<PAGE>   4
CARDIAC RESUSCITATION EQUIPMENT MARKETS

The principal markets for cardiac resuscitation equipment can be divided between
the hospital and pre-hospital markets.

Hospital Market. The hospital market for cardiac resuscitation equipment in the
United States consists of approximately 6,000 acute care community hospitals and
1,000 other hospitals. Hospitals have traditionally been the largest users of
cardiac resuscitation equipment, both for patients admitted for cardiac arrest
and for patients undergoing treatment for other reasons. Many hospital
procedures such as surgery, cardiac catheterization, stress testing and general
anesthesia may induce arrhythmias or cardiac arrest. Hospitals frequently use
cardiac resuscitation devices on a standby basis in connection with these
procedures. Since immediate treatment is the critical factor for successful
cardiac resuscitation, hospitals typically place resuscitation devices
throughout their facilities, including the cardiac and critical care units,
emergency rooms, operating rooms, electrophysiology laboratories and,
increasingly, in general wards. Hospitals also use portable devices during
in-hospital transportation of cardiac patients. Some hospitals are now using
AED's in remote settings and for use by nursing staff.

The hospital market outside of the United States is less developed and is
expected to grow as more hospitals are built and existing hospitals modernize
and update their approaches to cardiac and emergency care. In the international
market, unlike the United States market, the administration of pacing and
defibrillation is generally viewed as a skill reserved for physicians. Few other
staff members are trained or certified to administer such treatment. It is
expected that emerging standards of care and the acceptance of automated
equipment will eventually result in increased use of cardiac resuscitation
equipment by a broader range of health care personnel in the international
market.

Pre-Hospital Market. Most sudden cardiac arrests and heart attacks occur outside
of the hospital. Due to the importance of immediate treatment, there is a
substantial market for portable cardiac resuscitation equipment designed for use
by various emergency responders. The most highly trained segment of this
pre-hospital market is comprised of paramedics, who are generally authorized to
use defibrillators. Although paramedics are currently not as likely to be
trained in pacing as in defibrillation, the Company believes that as noninvasive
temporary pacing becomes more widely accepted in the hospital market, the use of
combination pacemaker/defibrillators will become more widespread in the
pre-hospital setting as well. Paramedics are also able to use more advanced
diagnostics, such as the ZOLL System 12.

In addition to paramedics, there are numerous other first responders such as
EMTs and many ambulance operators, firefighters, police and other emergency
personnel, who are currently authorized to use automated defibrillators. The
Company believes that these first responders and their emergency vehicles will
represent an increasingly important market for cardiac resuscitation equipment
as the medical community places increased priority on providing such equipment
and the necessary training to all first responders.

PRODUCTS

The Company designs, manufactures and markets an integrated line of noninvasive
cardiac resuscitation devices, EMS information systems, and single-use
disposable electrodes to meet the needs of health care providers treating
cardiac arrest in a variety of settings. The following table summarizes the
Company's principal products. In addition, the Company provides a full line of
cables and other accessories.


<PAGE>   5
<TABLE>
<CAPTION>
                                                                                     Target                Date First
    Product                               Description                                Market                  Shipped
    -------                               -----------                                ------                ----------
<S>                         <C>                                                      <C>                   <C>

EQUIPMENT

PD 1400                     Portable combination pacemaker/defibrillator            Pre-hospital and       February 1992
                                                                                    hospital

D 1400                      Portable stand-alone defibrillator                      Pre-hospital and       October 1994
                                                                                    hospital

PD 2000                     Combination pacemaker/defibrillator with                Hospital               October 1994
                            advisory capability

D 2000                      Stand-alone defibrillator with advisory capability      Hospital               October 1994

1600                        Semi-automatic pacemaker/defibrillator                  Pre-hospital           April 1995

Westech Data Management     EMS Data Management                                     Pre-hospital           November 1996
Software

1700                        Semi-automatic pacemaker/defibrillator                  Hospital               March 1997

System 12                   ECG/Cardiac Data Management                             Pre-hospital           November 1997

M Series                    Combination pacemaker/ defibrillator/monitor with       Pre-hospital and       September 1998
                            manual and automated capabilities comprising            hospital
                            multiple products based on customer selected
                            features


DISPOSABLE ELECTRODES AND ACCESSORIES

NTP 2000                    Adult pacing electrodes                                 Pre-hospital and       September 1984
                            (12-pair case)                                          hospital

NTP 2100                    Pediatric pacing electrodes                             Pre-hospital and       March 1987
                            (6-pair case)                                           hospital

PD 2200                     Multi-function electrodes                               Pre-hospital and       November 1989
                            (12-pair case)                                          hospital

Stat Padz                   Multi-function electrodes                               Pre-hospital and       March 1994
                            (12-pair case)                                          hospital

Sterile Stat Padz           Multi-function electrodes                               Hospital               December 1995
                            (6-pair case)
</TABLE>

<PAGE>   6
<TABLE>
<CAPTION>
                                                                                     Target                Date First
    Product                               Description                                Market                  Shipped
    -------                               -----------                                ------                ----------
<S>                         <C>                                                      <C>                   <C>

DISPOSABLE ELECTRODES AND ACCESSORIES (CONT.)


Radiolucent Stat Padz       Multi-function electrodes                               Hospital               November 1996
                            (12-pair case)

Cardiology Specialty Pad    Multi-function electrodes                               Hospital               September 1998
                            (12-pair case)

BATTERY SYSTEMS

Power Charger               AC and battery support system module for PD 1400        Pre-hospital and       September 1994
                            and 1600(includes lead-acid batteries)                  hospital

Base Powercharger4x4        Battery support system module for PD 1400 and           Pre-hospital and       November 1995
                            1600 (includes lead-acid batteries)                     hospital
</TABLE>

PRODUCT DETAILS

1400. The PD 1400 is a portable combination pacemaker/defibrillator designed for
both pre-hospital and hospital use. It is a full conventional
pacemaker/defibrillator that is used for emergency care at bedside and for the
transport of patients either in the ambulance or within the hospital. In
pre-hospital applications, where patients may be difficult to reach and treat,
the weight, size and reliability of the resuscitation device (including the
battery system) are important purchase considerations. In the hospital, its
combination AC and battery operation make it ideal for versatile use in both
fixed and portable applications. The PD 1400 weighs only 13 to 15 pounds
depending on the electrode configuration, while retaining all of the pacing and
defibrillation capabilities and the standardized design of previous Zoll models.
The PD 1400 incorporates a reliable, rechargeable, lead-acid battery system and
accessory chargers. The D 1400 incorporates the basic design of the PD 1400, but
without pacing capability. The D 1400 resuscitation system is an entry level
device that can be upgraded to include the advisory feature and ZOLL
non-invasive external pacing capability as hospital needs expand in the future.

2000. The PD 2000 product responds specifically to American Heart Association
initiatives recommending early defibrillation. This resuscitation system
includes an advisory algorithm that detects ventricular fibrillation, a life
threatening arrhythmia for which rapid defibrillation is the only effective
treatment. The PD 2000 device is designed for use by non-critical care staff to
deliver defibrillation within one to two minutes of cardiac arrest in accordance
with the latest American Heart Association guidelines. The PD 2000 is a complete
resuscitation system designed to be used by either the first person to arrive at
the patient's side or the ACLS team after a "code" is initiated in the hospital.
Additionally, the unit provides monitoring, external pacing, and documentation
of all treatment during both BLS and ACLS use. The D 2000 incorporates the basic
design of the PD 2000, but without pacing capabilities. The D 2000 was
introduced to meet the needs of hospitals, which seek only to purchase an
advisory defibrillator.

1600. The 1600 models comprise four semi-automatic defibrillators combined with
optional features including strip chart recorder, voice recording, manual
override, and external pacing. The four models are designed for use by many
levels of pre-hospital care providers. Their optional features and configurable
operation and design allow one 1600 model to be used by personnel trained at
different skill levels, such as first responders and paramedics. The units can
be switched between semi-auto and manual operation via a unique key switch. All
units incorporate a sophisticated data collection system utilizing a removable

<PAGE>   7
solid state memory. ZOLL's proprietary software programs can be loaded onto a PC
to provide data collection, review and archiving.

Westech Data Management Software. These products are proprietary software
programs for the electronic collection of all EMS system and patient information
on pen based computers, a master administration computer, and interface with
other software applications used by the customer for billing, dispatching and
training, and archiving. The Westech System improves productivity and efficiency
by automating all data entry, eliminating paperwork and creating electronic
files that are more accurate, complete and easily integrated with other
electronic files for billing and system management. Data entry requirements from
paper forms are reduced or eliminated all together and the electronic files are
more easily used for system administration needs.

1700. This device is an AC and battery powered semi-automated defibrillator for
hospitals with a resuscitation data collection feature and is used by
non-critical care nursing staff for early defibrillation. The device can switch
to full-featured manual operation for physician and critical care staff use,
providing the capabilities of two different devices in one product.

System 12. This product obtains a diagnostic ECG tracing consisting of 12 leads
(views) of the heart's electrical activity. It is used to provide rapid and
early identification of myocardial infarction (heart attack) in the pre-hospital
setting. The tracing obtained can be transmitted to a receiving hospital to
shorten the time to treatment after the patient arrives by ambulance. The system
includes acquisition hardware and software that is used in conjunction with a
portable computer.

PowerCharger and Base PowerCharger 4x4. These products are used to power and
recharge ZOLL devices that store a common rechargeable battery. This system of
compatible chargers and batteries provides customers with extensive flexibility
in adopting ZOLL products for use on both AC power and portable battery
operation. The Base PowerCharger 4x4 also provides automated battery testing,
eliminating testing batteries manually and identifying batteries that need
replacement before use without dependence on technicians or clinical staff.

M Series. The M Series comprises a new line of products that range over a wide
spectrum of customer needs in both the hospital and pre-hospital markets. M
Series models match all existing ZOLL product's capabilities and offer advanced
monitoring capabilities, additional data collection and information technology
features. The product platforms are specifically designed for the addition of
new features and capabilities as well as the upgrading of units to these new
capabilities at a later date. The products are significantly smaller and lighter
than both existing ZOLL and competitive products making them easier to use,
carry and transport with patients and are produced in multiple language labeling
as well as multiple language voice prompts to meet international needs and
requirements.

A new display technology provides a high contrast screen display of all
information, making the displayed information easier to see from virtually any
angle and in any lighting condition. The new screen also includes the capability
of displaying multiple waveforms when additional monitoring parameters are
added. A high degree of user selectable operation is provided through an
extensive configuration menu allowing the unit to be easily adapted to local
preferences related to operation.

The M Series incorporates the ZOLL Uniform Operating System common to all ZOLL
products to reduce the need for retraining, enhance operator confidence during
use and reduce the probability of errors during use. An integrated AC main power
supply as well as a standard ZOLL battery pack common to all newer ZOLL products
are built into the unit.

Disposable Electrodes. The Company offers a variety of single-patient-use,
proprietary disposable electrodes for use with its resuscitation devices. The
Company's PD 2200 multi-function disposable electrode, introduced in late 1989,
permits monitoring, pacing and defibrillation through a single pair of


<PAGE>   8
electrodes. In the conventional electrode configuration, three ECG electrodes
are required for monitoring, two electrodes are required for pacing and two
electrodes or paddles were required for defibrillation, all with accompanying
cables. By reducing the number of electrodes and cables required for emergency
treatment, the multi-function electrodes increase the ease and the speed of use.
If simultaneous pacing and monitoring is required, a separate set of ECG-only
electrodes can be used in addition to the multi-function electrodes. A newer
version of the 2200, Cardiology Specialty Pad, was introduced in 1998.

The disposable multi-function electrodes allow the user to select monitoring,
pacing or defibrillation by turning a single control knob on the Company's
resuscitation devices. The electrodes are pre-gelled, which saves critical time
in the treatment of cardiac arrest and permits "hands-off" therapy. Conventional
paddle electrodes for defibrillation must be manually gelled for each use, which
increases the risk of electrical shock to the operator.

In 1994, the Company began selling the Stat Padz multi-function electrodes. The
Stat Padz electrode expands the Company's disposable product line to meet the
need for speed in defibrillation and specialized requirements in disposables.
Stat Padz are supplied in a proprietary ZOLL Speed Pack that eliminates
unnecessary packaging, reduces application steps and provides an organized means
to apply lifesaving electrical therapy to the patient.

In 1996, the Company introduced both radiolucent and sterile Stat Padz
multi-function electrodes. The radiolucent and sterile Stat Padz extend the
Company's disposable product line. Radiolucent Stat Padz are made from a
specially formulated conductive material which is virtually invisible to X-ray.
The Sterile Stat Padz are specially packaged and sterilized, allowing for use in
surgical and other sterile environments.

In addition to the disposable multi-function electrodes, the Company sells both
a pacing-only electrode for use on adults and children (NTP 2000 and 2100) and
standard ECG electrodes. The Company expects that the growing installed base of
its pacing and defibrillation devices will generate increased demand for its
disposable electrodes.

PRODUCT DESIGN AND NEW PRODUCT DEVELOPMENT

The Company's strategy has been to improve and expand its product line through
the application of its proprietary technology to both devices and disposable
electrodes. The Company pursues a multi-disciplinary approach to product design.
The primary disciplines comprising the Company's current research and
development program are mechanical, software and electronic design, which
include both digital (microprocessor) and analog (high voltage) design.

The Company plans to focus its research and development efforts on the design of
safer, more clinically efficacious, user friendly and cost effective manual and
semi-automatic defibrillators. The Company also intends to continue its research
and development with respect to noninvasive pacing and defibrillation
technologies. The Company also intends to continue its research and development
with respect to disposable electrodes and electrode materials, which includes
all phases of electrode design, testing and manufacture.

The Company is developing an advanced biphasic waveform. Management believes
that it can demonstrate improved defibrillation efficacy with less damage to the
heart with this new waveform compared to conventional monophasic waveforms. The
Company believes their new proprietary biphasic defibrillation waveform will
offer compelling clinical benefits such that current defibrillator replacement
cycles may be accelerated.


<PAGE>   9
SALES AND MARKETING

The Company's sales channels in North America include a direct sales force and
distributors, which service certain less accessible geographic areas. The
Company's North American marketing efforts are directed from its headquarters in
Burlington, Massachusetts, with the sales force calling on hospitals and
ambulance/paramedic services across the United States. Significant involvement
by the sales person is generally required to establish new customers. A sales
person must call on multiple parties within a hospital, including both the
primary decision maker for the hospital area in which the device is to be used
(e.g., cardiac care unit or emergency room) and the hospital administrators or
equipment purchasing committees. By employing a direct sales force, the Company
retains greater flexibility and control of its marketing efforts. The sales
force reinforces its ties to its customers by training the users of the products
in their operation and includes an experienced EMS specialist sales team to
provide coordination, special knowledge, and customer service to high potential
EMS accounts.

During 1998, the Company restructured the North American sales force in order to
serve better its customers. This mid-year reorganization increased the size of
and split the sales force to focus on two distinct markets, hospital and
pre-hospital. The sales force currently consists of 64 full time sales people,
in addition to 2 positions for which the Company are currently recruiting.
Eight regional sales managers and two national sales managers manage the sales
force.

The Company has established a network of approximately 63 distributors in
targeted international markets. International operations are based in the
Netherlands, with regional managers in Europe, Latin America, the Middle East,
and the Far East. The Company has established a direct sales subsidiary in the
United Kingdom. In 1992, the Company entered into a distributorship agreement
with a Japanese company for the sale of the Company's products in Japan. In
1994, the Company entered into an agreement with a German company to be the
exclusive distributor of ZOLL products to the hospital market in Germany. The
Company believes that there is significant growth potential in the international
market.

MANUFACTURING

Each of the Company's devices is assembled by the Company from components which
are manufactured to Company specifications by outside vendors. Detailed vendor
qualification requirements are set and verified by the Company. Many critical
components are manufactured and tested by such vendors utilizing the Company's
own tooling and test stations. The completed devices are tested by the Company
to determine compliance with its engineering and quality assurance
specifications.

All of the Company's disposable electrodes are manufactured by the Company from
raw materials, which are purchased in bulk. Each step of the manufacturing
process is qualified and validated so that the units produced consistently meet
performance requirements.

Certain materials and components used in the Company's devices and electrodes
are purchased from various single sources. Although the Company believes that
alternative sources of supply for such materials and components could be
developed over a relatively short period of time, the failure to secure such
alternative sources when needed could have a material adverse effect on the
Company's business.


<PAGE>   10
COMPETITION

The domestic and international markets for the Company's products are highly
competitive. Some of the Company's competitors have significantly greater
financial, technical, research and development and marketing resources than the
Company.

The Company's principal competitors are Physio-Control Corporation ("Physio"), a
subsidiary of Medtronic Inc., and Hewlett-Packard Co.'s medical division. Physio
and Hewlett-Packard are the only competitors that compete across the Company's
entire defibrillation product line. Management believes that Physio has a
dominant position in the cardiac resuscitation equipment industry. Other
competitors include Laerdal Medical Corporation, Nihon-Kohden, S&W, Bruker-Odam,
Hellige and MRL.

The Company believes that the principal competitive factors in the hospital
market for cardiac resuscitation equipment are clinical efficacy, reliability,
safety, ease of use and standardization. In the pre-hospital market, in addition
to the foregoing considerations, portability (small size and light weight),
durability and a reliable battery system are significant competitive factors.
The Company believes that its products compete favorably with respect to each of
these factors.

PATENTS AND PROPRIETARY TECHNOLOGY

The Company's United States pacing system patent, which expires in 1999, covers
the combination of the duration and shape of the pacing pulse and the
characteristics of the electrodes. Corresponding patents have been issued in
Canada, France, United Kingdom and Japan. A number of additional U.S. and
foreign patents are now pending or have been issued relating to novel biphasic
defibrillation waveform technologies.

Several United States patents related to features of the 1400, 1600 and 2000
pacer/defibrillators, Powercharger and Stat Padz electrodes have been issued.
Foreign patents relating to the 1400/1600/2000 pacer/defibrillators are pending.

Although the validity of the Company's United States pacing system patent has
been upheld by the United States Court of Appeals for the Federal Circuit, there
can be no assurance that any other patents will prove to be enforceable, that
any patents will be issued as a result of pending or future application, or that
competitors will not develop functionally similar devices outside the protection
of any patents the Company has or may obtain. The Company intends to protect its
proprietary technology aggressively and may incur in the future substantial
expenses relating to the protection of its patents or other intellectual
property.

The Company also relies on trade secrets and proprietary know-how, particularly
with respect to its disposable electrodes. Although the Company seeks to protect
such information, in part through the use of confidentiality agreements, there
can be no assurance that the Company's trade secrets and proprietary know-how
will not become known to or independently developed by competitors.

GOVERNMENT REGULATION

The manufacture and sale of the Company's products are subject to extensive
regulation by numerous governmental authorities, principally by the United
States Food and Drug Administration (the "FDA") and corresponding foreign
agencies. The FDA administers the Federal Food, Drug and Cosmetic Act, as
amended (the "FDA Act"). The Company is subject to the standards and procedures
respecting the manufacture of medical devices contained in the FDA Act and the
regulations promulgated thereunder and are subject to inspection by the FDA for
compliance with such standards and procedures.


<PAGE>   11
The Company's products have been classified by the FDA as Class II devices
(defibrillation only), and as Class III devices (pacing /defibrillation). These
devices must secure either a 510(k) pre-market notification clearance or an
approved Pre-Market Approval Application ("PMA") before they can be introduced
into the United States market. The process of obtaining 510(k) clearance
typically takes several months and involves the submission of limited clinical
data supporting assertions that the product is substantially equivalent to
another medical device on the market prior to 1976. The PMA process typically
requires substantially more time than does 510(k) clearance and requires the
submission of significant quantities of clinical data and supporting
information. Delays in obtaining either 510(k) or if necessary, PMA clearance
could have an adverse effect on the introduction of future products.

Every company that manufactures or assembles medical devices is required to
register with the FDA and to adhere to certain "good manufacturing practices,"
which regulate the manufacture of medical devices and prescribe record keeping
procedures and provide for the routine inspection of facilities for compliance
with such regulations. The FDA also has broad regulatory powers in the areas of
clinical testing, marketing and advertising of medical devices.

Medical device manufacturers are routinely subject to periodic inspections by
the FDA. If the FDA believes that a company may not be operating in compliance
with applicable laws and regulations, it can place the company under observation
and reinspect the facilities; issue a warning letter apprising of violative
conduct; detain or seize products; mandate a recall; enjoin future violations,
and assess civil and criminal penalties against the company, its officers or its
employees. Failure to comply with regulatory requirements or any adverse
regulatory action could have a material adverse effect on the Company.

On November 21, 1997, the Company received a warning letter from the FDA. The
warning letter was issued as a procedural follow-up to a Form 483 resulting from
a routine inspection. The warning letter included observations that ZOLL's
definitions for complaints and Medical Device Reports (MDR) were not
appropriate. The FDA completed an inspection of the Company's manufacturing
facility on March 13, 1998 and determined that the areas inspected appear to be
in substantial compliance with the applicable requirements of the Federal Food,
Drug, and Cosmetic Act and implementing regulations.

The Company is also subject to regulation in each of the foreign countries in
which it sells its products. Many of the regulations applicable to the Company's
products in such countries are similar to those of the FDA. However, the
national health or social security organizations of certain countries require
the Company's products to be qualified before they can be marketed in those
countries. No assurance can be given that such clearances will be obtained.

Regulations regarding the manufacture and sale of products such as the Company's
are subject to change. The Company cannot predict what impact, if any, such
changes might have on its business. Compliance with domestic and foreign
government regulations, which are stringent and subject to change, and delays in
regulatory approvals, may have a material adverse impact on the Company.

PRODUCT LIABILITY AND INSURANCE COVERAGE

The manufacture and sale of medical products entail significant risk of product
liability claims or product recalls. While the Company believes that the amount
of product liability insurance maintained by the Company is adequate, there can
be no assurance that the amount of such insurance will be sufficient to satisfy
claims made against the Company in the future or that the Company will be able
to maintain insurance in the future at satisfactory rates or in adequate
amounts. Product liability claims could result in costs or litigation and could
have a material adverse effect on the business, the financial condition and
results of operations of the Company.


<PAGE>   12
UNCERTAIN CUSTOMER DECISION PROCESSES

Many of the customers in the pre-hospital market consist of municipal fire and
EMS departments. As a result, there are numerous decision-makers and
governmental procedures in the decision process. Also, many hospitals, as a
result of consolidation within the healthcare industry as well as increased
pressure to reduce costs, have been using buying groups to make their purchases.
Accordingly, the Company believes the purchasing decision of many of its
customers may be characterized by long decision processes, which may result in
long sales cycles for the Company's products.

HEALTHCARE REFORM

Uncertainty remains with regard to future changes within the healthcare
industry. The trend towards managed care and economically motivated buyers may
result in continued pressure on selling prices and deterioration of gross
margins. The United States marketplace is increasingly characterized by
consolidation among healthcare facilities and purchasers of medical devices who
prefer to limit the number of suppliers from whom they purchase medical
products. There can be no assurance that these entities will continue to
purchase products from the Company. In addition, international markets are also
being affected by economic pressure to contain healthcare costs. Although these
factors will continue to impact the growth rate of the Company, as well as its
profit margins, management believes that it is well positioned to take advantage
of opportunities for growth that exist in the markets it serves.

FLUCTUATIONS IN OPERATING RESULTS

The Company's results of operations may fluctuate from quarter to quarter and
will depend upon numerous factors, including actions relating to regulatory
matters, the extent to which the Company's products gain market acceptance, and
competition. Results of operations will also be affected by the timing of orders
received and the ability of its sales force to effectively commercialize the
Company's products.

EMPLOYEES

As of September 26, 1998, the Company had 361 full-time and 14 part-time
employees. Management believes that its relations with its employees are
excellent.



ITEM 2. PROPERTIES

The Company's facilities are located in Burlington, Massachusetts and Pawtucket,
Rhode Island. The Company's executive headquarters are located at the Burlington
facility, along with its research and development and its device manufacturing
operations. The Company owns a 33,000 square foot building in Rhode Island,
which it uses to manufacture its disposable products. The Company leases
approximately 70,000 square feet of office and assembly space in Burlington
under a lease expiring August 2003, and 2,685 square feet of office space in
Vancouver, British Columbia expiring in 2002. The Company also has
administrative offices in Manchester, England. The Company believes that its
current facilities will be adequate for its current needs.


<PAGE>   13
ITEM 3. LEGAL PROCEEDINGS

In the course of normal operations, the Company is involved in litigation
arising from commercial disputes and claims of former employees which management
believes will not have a material impact on the Company's financial position or
its results of operations.

During the quarter ended December 28, 1996, the Company incurred a charge of
approximately $1,300,000 to cover the litigation costs to defend itself in a
shareholder lawsuit initiated in 1994. On July 9, 1998, the Company announced an
agreement in principle concerning the settlement of the lawsuit against it and
certain officers. The settlement, amounting to $1,500,000, was approved by the
court on October 5, 1998. Because the Company's insurance policy covered the
full amount of the settlement, there was no financial impact as a result of the
settlement. In November 1998, the Company paid the remaining settlement due to
the shareholders.

On August 3, 1998, two shareholders filed a complaint against the Company and
each of its directors which primarily seeks an order by the court barring the
Company from declaring the plaintiffs "adverse persons" under the Shareholders
Rights Plan adopted on June 8, 1998 by the Company, barring the Company from
advancing the date of it 1999 annual meeting and requiring the Company to
provide the plaintiffs with a list of the Company's stockholders. The Company
believes it has meritorious defenses to the lawsuit and therefore will prevail
in trial. Management believes that this complaint will not have a material
impact on the Company's financial position or its results of operations.

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

        Not Applicable.

EXECUTIVE OFFICERS OF REGISTRANT

<TABLE>
<CAPTION>
   Name                Age    Position
<S>                    <C>    <C>

   Rolf S. Stutz       49     Chairman of the Board and Chief Executive Officer

   Richard A. Packer   41     President, Chief Operating Officer, Director and
                              acting Chief Financial Officer

   Steven K. Flora     47     Vice President - North American Sales

   Frits J. Borst      56     Vice President - International Sales

   Donald Boucher      46     Vice President - Research and Development

   Ward M. Hamilton    51     Vice President - Marketing

   Edward T. Dunn      45     Vice President - Operations
</TABLE>

Mr. Stutz joined the Company as President, Chief Executive Officer and director
in 1983. From 1978 to 1983, Mr. Stutz held a variety of domestic and
international management positions with Millipore Corporation, a manufacturer of
high technology membrane filtration and purification products for the analytical
pharmaceutical and microelectronics markets. Mr. Stutz received an A.B. from the
University of North Carolina and an M.B.A. from the Harvard Graduate School of
Business Administration. He is a director of HemaSure Corporation, Cambridge
Heart, Inc. , and Lifecor, Inc.


<PAGE>   14
Mr. Packer joined the Company in 1992 and has served as President, Chief
Operating Officer and director since May 1996. Since 1992 he has served as Chief
Financial Officer and Vice President of Operations of the Company. Prior to this
time, Mr. Packer served from 1987 to 1992 as Vice President of various functions
for Whistler Corporation, a consumer electronics company. Prior to this, Mr.
Packer was a manager with the consulting firm of PRTM/KPMG, specializing in
operations of high technology companies. Mr. Packer has received B.S. and M.
Eng. degrees from the Rensselaer Polytechnic Institute and a M.B.A. from the
Harvard Graduate School of Business Administration.

Mr. Flora joined the Company as Vice President of North American Sales in
September 1998. Prior to joining the Company, Mr. Flora served from 1981 to 1998
in various positions with Marquette Medical systems, a manufacturer of
cardiovascular and physiological monitoring systems, most recently as Vice
President of Sales. Mr. Flora received his B.S. in Biology from the University
of Illinois.

Mr. Borst joined the Company as Vice President of International Sales in October
1993. Prior to joining the Company, Mr. Borst served from 1978 to 1993 with
Datascope Corporation, most recently as Director of Sales and Marketing for
their international division. Mr. Borst received a B.S. in Business
Administration and Hotel Management from the Management Centre Europe, in
Brussels.

Mr. Boucher joined the Company as Vice President of Research and Development in
December 1993. Prior to joining the Company, Mr. Boucher served from 1977 to
1993, with Corometrics Medical Systems, Inc., a manufacturer of fetal and
neonatal monitors, most recently as Vice President of Engineering. Mr. Boucher
received a M.B.A. from the University of Connecticut, an M.S.E. in
bioengineering from the University of Pennsylvania, and a B.S. in engineering
from Northeastern University.

Mr. Hamilton joined the Company as Vice President of Marketing in February 1992.
Prior to this time, Mr. Hamilton served from 1985 to 1991 as Director of New
Business Development and Director of Marketing for ACLS products for Laerdal
Medical Corporation, a manufacturer of portable automated defibrillators, and
from 1977 to 1985 as Marketing Manager for defibrillators and noninvasive blood
pressure monitors for Datascope Corporation. Mr. Hamilton received a B.A. in
political science from Hartwick College and an M.P.A. in public administration
from the University of Southern California.

Mr. Dunn joined the Company as Director of Materials in 1995 and has served as
Vice President of Operations since November 1997. From January 1997, he served
as Director of Materials and Manufacturing. Prior to this time, Mr. Dunn served
from 1986 to 1995 at Baird Corporation, a manufacturer of spectrometers and
night vision equipment, most recently as Director of Operations. Mr. Dunn
received as B.S. in industrial engineering from Northeastern University.



PART II


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

The information regarding the market price of Common Stock appearing under the
caption "Common Stock Market Prices and Dividends" on page 27 of the Company's
1998 Annual Report ("Annual Report") is incorporated herein by this reference.

The Company has never declared or paid cash dividends on its capital stock. The
Company currently intends to retain any future earnings to finance the growth
and development of its business and therefore does not anticipate paying any
cash dividends in the foreseeable future.


<PAGE>   15
As of September 26, 1998, there were 175 stockholders of record of the Company's
Common Stock. The Company believes there were substantially in excess of 3,500
beneficial holders of the Common Stock.

ITEM 6. SELECTED FINANCIAL DATA

The selected consolidated financial data set forth under the caption "Five Year
Financial Summary" on page 10 of the Annual Report are incorporated herein by
this reference and are qualified in their entirety by reference to the more
fully detailed consolidated financial statements and the report of the
independent auditors thereon which are included in the Annual report.

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

The discussion set forth under the caption "Management's Discussion and Analysis
of Financial Condition and Results of Operations" on pages 11 through 13 of the
Annual Report is incorporated herein by this reference and should be read in
conjunction with "Business" (Item 1) "Selected Consolidated Financial Data"
(Item 6).

Except for the historical information contained herein and the above referenced
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," the matters set forth herein are forward looking statements within
the meaning of Section 27A of the Securities Act of 1933 as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, that are subject to
certain risks and uncertainties that could cause actual results to differ
materially from those set forth in the forward looking statements. Such risks
and uncertainties include, but are not limited to: product demand and market
acceptance risks, the effect of economic conditions, results of pending or
future litigation, the impact of competitive products and pricing, product
development and commercialization, technological difficulties, the government
regulatory environment and actions, trade environment, capacity and supply
constraints or difficulties, the results of financing efforts, actual purchases
under agreements, year 2000 issues, including expectations of readiness, and the
effect of the Company's accounting policies.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Consolidated Financial Statements, Notes thereto, Independent Auditors
Report and Quarterly Financial Data (Unaudited) on pages 14 through 27 of the
Annual Report and listed below in item 14 are incorporated herein by this
reference.

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

Not Applicable.


<PAGE>   16
PART III



ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information appearing in the Company's Proxy Statement for its 1998 Annual
Meeting of Stockholders (the "Proxy Statement") under the caption "Proposal I -
Election of a Class of Directors" is incorporated herein by this reference.
Information regarding Executive Officers of the Company called for by Item 10 is
set forth at the end of Part I of this Report under the caption "Executive
Officers of Registrant."

ITEM 11. EXECUTIVE COMPENSATION

The information appearing in the Proxy Statement under the captions "Proposal I
- Election of a Class of Directors" and "Executive Compensation" is incorporated
herein by this reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information appearing in the Proxy Statement under the captions "Proposal I
- Election of a Class of Directors" and "Other Matters -- Principal
Stockholders" is incorporated herein by this reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information appearing in the Proxy Statement under the captions "Proposal I
- Election of a Class of Directors" and "Certain Relationships" is incorporated
herein by this reference.



PART IV


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

(a)(1)   The following Consolidated Financial Statements, Notes thereto and
         Independent Auditors' Report on pages 14 through 27 of the Annual
         Report are incorporated by reference in Item 8:

         Report of Independent Auditors
         Consolidated Balance Sheets
         Consolidated Income Statements

         Consolidated Statements of Stockholders' Equity
         Consolidated Statements of Cash Flows
         Notes to Consolidated Financial Statements


<PAGE>   17
(a)(2)   The following Consolidated Financial Statement Schedules are included
         herein:Notes to Consolidated Financial Statements

         Schedule II -     Valuation Accounts     S-1

         All other schedules have been omitted since the required information is
         not presented, the amounts are not sufficient to require submission of
         the schedules or because the information is included in the
         consolidated financial statements.

(a)(3)   The following is a complete list of Exhibits filed or incorporated by
         reference as part of this Report:
3.1      Restated Articles of Organization.*
3.2      Amended and Restated By-laws.*
3.3      Shareholders Rights Plan****
10.1     1992 Stock Option Plan.*
10.2     1983 Incentive Stock Option Plan, as amended and restated February 6,
         1990.*
10.3     Revolving Loan and Security Agreement dated March 9, 1992 between the
         Company and Brown Brothers Harriman & Co.*
10.4.1   License Agreement dated as of November 21, 1984 between the Company and
         S&W Medico Teknik A/S.*
10.4.2   License Agreement dated as of April 8, 1987 between the Company and S&W
         Medico Teknik A/S.*
10.4.3   Amendment to License Agreement dated January 1, 1990 between the
         Company and S&W Medico Teknik A/S.*
10.5     Stock Purchase Agreement dated July 1, 1985, as amended as of May 24,
         1991, among the Company and certain purchasers of the Company's Common
         Stock and Preferred Stock.*
10.8     Distributorship Agreement dated as of June 15, 1992 between the Company
         and Fukuda Denshi Co., Ltd.*
10.9     Employment Agreement dated July 19, 1996 between the Company and Rolf
         S. Stutz regarding Mr. Stutz's employment. **
10.10    Employment Agreement dated July 19, 1996 between the Company and
         Richard A. Packer regarding Mr. Packer's employment. **
10.11    Non Employee Directors' Stock Option Plan*****
13.1     Portions of the Annual Report incorporated by reference.***
21.1     Subsidiaries of the Company.***
23.1     Consent of Ernst & Young LLP.***
27.1     Financial Data Schedule 1998 ***
27.2     Financial Data Schedule 1996 (restated)***
         No reports on Form 8-K were filed by the Company during the last
         quarter of the period covered by this Report.

         *      Incorporated by reference from the Company's Registration
                Statement on Form S-1, as amended, under the Securities Act of
                1933 (Registration Statement No. 33-47937).
         **     Incorporated by reference from the Company's Annual Report for
                1996 Form 10-K, as amended, filed with the Securities and
                Exchange Commission on December 27, 1996.
         ***    Filed herewith.
         ****   Incorporated by reference from the Company's 8-K filed with the
                Securities and Exchange Commission on June 11, 1998.
         *****  Incorporated by reference from the Company's Registration
                Statement on Form S-8, under the Securities Act of 1933
                (Registration Statement No. 33-368401).


<PAGE>   18
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized, on December 23, 1998.

                                                     ZOLL MEDICAL CORPORATION
                                                     By: /s/ Rolf S. Stutz
                                                         -----------------------
                                                     Rolf S. Stutz
                                                     Chairman and Chief
                                                     Executive Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons in the capacities and on the
dates indicated.

    Signature                      Title                             Date
    ---------                      -----                             ----

/s/ Rolf S. Stutz            Chairman and Chief                December 23, 1998
-------------------------    Executive Officer
Rolf S. Stutz                (Principal Executive Officer)


/s/ Richard A. Packer        President, Chief Operating        December 23, 1998
-------------------------    Officer, Director and Acting
Richard A. Packer            Chief Financial Officer


/s/ Willard M. Bright        Director                          December 23, 1998
-------------------------
Willard M. Bright


/s/ Thomas M. Claflin        Director                          December 23, 1998
-------------------------
Thomas M. Claflin, II


/s/ C. William Zadel         Director                          December 23, 1998
-------------------------
C. William Zadel


/s/ Noah T. Herndon          Director                          December 23, 1998
-------------------------
Noah T. Herndon


/s/ M. Stephen Heilman       Director                          December 23, 1998
-------------------------
M. Stephen Heilman


/s/ Daniel M. Mulvena        Director                          December 23, 1998
-------------------------
Daniel M. Mulvena


<PAGE>   19

FINANCIAL STATEMENT SCHEDULE      PAGE  S-1

                                  EXHIBIT INDEX

3.1      Restated Articles of Organization.*
3.2      Amended and Restated By-laws.*
3.3      Shareholders Rights Plan****
10.1     1992 Stock Option Plan.*
10.2     1983 Incentive Stock Option Plan, as amended and restated February 6,
         1990.*
10.3     Revolving Loan and Security Agreement dated March 9, 1992 between the
         Company and Brown Brothers Harriman & Co.*
10.4.1   License Agreement dated as of November 21, 1984 between the Company and
         S&W Medico Teknik A/S.*
10.4.2   License Agreement dated as of April 8, 1987 between the Company and S&W
         Medico Teknik A/S.*
10.4.3   Amendment to License Agreement dated January 1, 1990 between the
         Company and S&W Medico Teknik A/S.*
10.5     Stock Purchase Agreement dated July 1, 1985, as amended as of May 24,
         1991, among the Company and certain purchasers of the Company's Common
         Stock and Preferred Stock.*
10.8     Distributorship Agreement dated as of June 15, 1992 between the Company
         and Fukuda Denshi Co., Ltd.*
10.9     Employment Agreement dated July 19, 1996 between the Company and Rolf
         S. Stutz regarding Mr. Stutz's employment. **
10.10    Employment Agreement dated July 19, 1996 between the Company and
         Richard A. Packer regarding Mr. Packer's employment. **
10.11    Non Employee Directors' Stock Option Plan*****
13.1     Portions of the Annual Report incorporated by reference.***
21.1     Subsidiaries of the Company.***
23.1     Consent of Ernst & Young LLP.***
27.1     Financial Data Schedule 1998 ***
27.2     Financial Data Schedule 1996 (restated)***
         
         *      Incorporated by reference from the Company's Registration
                Statement on Form S-1, as amended, under the Securities Act of
                1933 (Registration Statement No. 33-47937).
         **     Incorporated by reference from the Company's Annual Report for
                1996 Form 10-K, as amended, filed with the Securities and
                Exchange Commission on December 27, 1996.
         ***    Filed herewith.
         ****   Incorporated by reference from the Company's 8-K filed with the
                Securities and Exchange Commission on June 11, 1998.
         *****  Incorporated by reference from the Company's Registration
                Statement on Form S-8, under the Securities Act of 1933
                (Registration Statement No. 33-368401).


<PAGE>   20
                                                                             S-1


                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

<TABLE>
<CAPTION>
                                             Additions
                                 Balance     Charged to
                               Beginning of  Costs and                 Balance At
      Classifications             Period      Expenses   Deductions  End of Period
      ---------------          ------------  ----------  ----------  -------------
<S>                            <C>           <C>         <C>         <C>

Year Ended September 26, 1998
Allowance for doubtful
accounts                        $1,207,000    $170,000    $463,000     $  914,000
                                ==========    ========    ========     ==========


Year Ended September 27, 1997
Allowance for doubtful
accounts                        $  888,000    $319,000    $     --     $1,207,000
                                ==========    ========    ========     ==========


Year Ended September 28, 1996
Allowance for doubtful
accounts                        $  786,000    $102,000    $     --     $  888,000
                                ==========    ========    ========     ==========
</TABLE>