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


                                   FORM 10-K/A
                                 AMENDMENT NO. 1

 [X]   Annual report pursuant to Section 13 or 15(d) of the Securities Exchange 
       Act of 1934 for the fiscal year ended March 31, 1997 or

 [ ]   Transition report pursuant to Section 13 of 15(d) of the Securities
       Exchange Act of 1934 for the transition period from
       _______________ to _______________

 COMMISSION FILE NUMBER:  0-26156


                                 NOVADIGM, INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                           22-3160347
   (State or other jurisdiction                             (I.R.S. Employer
 of incorporation or organization)                        Identification Number)
 
    185 BERRY STREET, SUITE 3515                                   94107
      SAN FRANCISCO, CALIFORNIA                                  (Zip Code)
(Address of principal executive office)

       Registrant's telephone number, including area code: (415) 541-8420

           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
                                                          Name of each exchange
         Title of each class                               on which registered
                None                                               None

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                          Common Stock, $.001 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 the 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]

        The aggregate market value of the voting stock held by non-affiliates of
the registrant, based upon the closing sale price of the Common Stock on July
25, 1997 as reported on the Nasdaq National Market, was approximately
$44,136,258. Shares of Common Stock held by each executive officer and director
and by each person who owns 5% or more of the outstanding Common Stock have been
excluded in that such persons may be deemed to be affiliates. This determination
of affiliate status is not necessarily a conclusive determination for other
purposes.

        As of July 25, 1997, registrant had outstanding 17,254,934 shares of
Common Stock.

                       DOCUMENTS INCORPORATED BY REFERENCE

        Parts of the following document are incorporated by reference to Parts
II, III and IV of this Annual Report on Form 10-K: None.


<PAGE>   2



                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

        As of July 25, 1997, the directors and the executive officers of the
Company are as follows:



<TABLE>
<CAPTION>
                                                                                                        OFFICER OR
                                                                                                         DIRECTOR
            NAME        AGE     POSITION                                                                   SINCE  
            ----        ---     --------                                                                   -----  
<S>                   <C>     <C>                                                                      <C> 
Albion J. Fitzgerald     48     Chairman of the Board, Chief Executive Officer, and President              1992
Robert B. Anderson       41     Executive Vice President, Chief Operating Officer, Secretary and Director  1992
Joseph J. Fitzgerald     35     Vice President, Development                                                1992
Thomas V. Harmon         50     Vice President, Operations                                                 1995
Stuart A. Jacobson       39     Executive Vice President, North America Operations                         1994
Philip J. Myers          38     Vice President, Marketing                                                  1993
H. Kent Petzold          50     Director                                                                   1992
Wallace D. Ruiz          45     Vice President, Finance, Treasurer and Chief Financial Officer             1995
</TABLE>

        Mr. Albion Fitzgerald co-founded the Company in February 1992, serving
as Chairman since that time, and currently as Chief Executive Officer and
President. Mr. Fitzgerald has previously served as Chief Technology Officer. In
May 1990, Mr. Fitzgerald founded Fitzgerald Associates, the Company's
predecessor, and served as the chief architect in the development of EDM
technology. From 1988 to 1990, Mr. Fitzgerald was Director of Advanced
Technology for Pansophic Systems, Inc., a manufacturer of systems and
applications software. Mr. Fitzgerald founded and served as President of
ASI/TeIeMetrix. Inc., from 1985 to 1988, and was the chief architect of
Teleview, a session manager product. Mr. Fitzgerald's brother-in-law is Wallace
D. Ruiz, the Company's Chief Financial Officer, and Mr. Fitzgerald's brother is
Joseph Fitzgerald, the Company's Vice President, Development.

        Mr. Robert Anderson joined the Company in June 1992 and currently serves
as Executive Vice President, Chief Operating Officer, Secretary and as a
director. From 1990 to 1992, Mr. Anderson served as Senior Vice President at
Stratagem, an investment banking firm specializing in mergers, acquisitions and
divestitures in the software industry. Prior to Stratagem, Mr. Anderson was
employed as a Vice President in the Corporate Finance Software Specialty Group
at Sutro & Company, Inc.

        Mr. Joseph Fitzgerald co-founded the Company in February 1992. Since
that time he has served as Director of Development, and as of June 1996, Vice
President of Development. Mr. Fitzgerald is the brother of Albion Fitzgerald.

        Mr. Thomas Harmon joined the Company as Vice President, Operations, in
April 1995, after eighteen months directing Novadigm operations projects as a
management consultant. From October 1988 through May 1993, Mr. Harmon was an
independent management consultant at Montefiore Medical Center where he directed
a project to implement major new clinical and financial systems.

        Mr. Stuart Jacobson joined the Company in August 1994 and currently
serves as Executive Vice President, North America Operations. Prior to joining
the Company, Mr. Jacobson served as Managing Director, International and General
Manager Worldwide Distribution for ViewStar Corporation, a private document
management work flow software vendor. Prior to that, Mr. Jacobson held various
sales and management positions at Oracle Corporation since 1986, including Group
Manager of Asia Pacific Operation.


                                       -2-

<PAGE>   3



        Mr. Philip Myers joined the Company in December, 1993 as Vice President,
Marketing after having supported the Company's initial product launch as a
marketing consultant since October 1992. From November 1991 through December
1993 Mr. Myers was President of Marketing Strategic Services, a marketing
consulting firm.

        Mr. Kent Petzold has been a director of the Company since August 1992.
From August 1992 to May 1995, Mr. Petzold served as the President and Chief
Executive Officer of the Company. Prior to joining the Company, Mr. Petzold
served as Senior Vice President and General Manager, Software Products Division
of Pansophic Systems, Inc. from October 1990 to November 1991. From October 1985
to October 1990, Mr. Petzold was the President and Chief Executive officer of
Viasoft, Inc. Mr. Petzold also serves as a director of Relay Technology, Inc., a
privately held software company.

        Mr. Wallace Ruiz joined the Company in May 1995 as Vice President,
Finance, Treasurer and Chief Financial Officer. From September 1993 until
joining the Company, he was Vice President, Treasurer and Chief Financial
Officer of Unisa Holdings, Inc., a designer, marketer, and retailer of women's
fashion footwear. From June 1989 until August 1993, Mr. Ruiz was employed as
Vice President and Chief Financial Officer of L. Luria & Son, Inc., a publicly
held retail chain. Mr. Ruiz is a Certified Public Accountant. He is the
brother-in-law of Albion Fitzgerald.

        The term of office for each person elected director is until the next
Annual Meeting of Stockholders or until a successor has been elected or
qualified. Executive officers are elected by and serve at the discretion of the
Board of Directors.


                COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

         Section 16 (a) of the Exchange Act ("Section 16 (a)") requires the
Company's officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership on Form 3 and changes in ownership on Form 4 or Form 5 with the
Securities and Exchange Commission (the "SEC") and the National Association of
Securities Dealers, Inc. Such officers, directors and ten-percent stockholders
are also required by SEC rules to furnish the Company with copies of all such
forms that they file. Based solely on its review of the copies of such forms
received by the Company, or written representations from certain reporting
persons that no Forms 5 were required for such persons, the Company believes
that during fiscal 1996 all Section 16(a) filing requirements applicable to its
officers, directors and ten-percent stockholders were complied with.



                                       -3-

<PAGE>   4



ITEM 11.  EXECUTIVE COMPENSATION

                           SUMMARY COMPENSATION TABLE

        The following table shows, as to the Chief Executive Officer and each of
the other four most highly compensated executive officers who received in excess
of $100,000 during the last fiscal year, (the "Named Executive Officers"),
information concerning compensation awarded to, earned by or paid for services
to the Company in all capacities during the fiscal years ended March 31, 1997,
1996 and 1995.


<TABLE>
<CAPTION>
                                                                                             LONG-TERM               
                                                                                            COMPENSATION            
                                                                                               AWARDS            
                                                                                            ------------        
                                                                                              NUMBER OF
                                                              ANNUAL COMPENSATION             SECURITIES          ALL OTHER
                                              FISCAL1       -------------------------         UNDERLYING         COMPENSATION
       NAME AND PRINCIPAL POSITION              YEAR        SALARY ($)      BONUS ($)           OPTIONS             ($)(1)
       ---------------------------              ----        ----------      ---------           -------          ------------
<S>                                        <C>            <C>            <C>             <C>                <C>     
Albion J. Fitzgerald (2)..................     1997            $160,000          $--                  --         $    258
  President and Chief Executive                1996             160,000           --                  --              209
  Officer                                      1995             160,000           --                  --              209

Robert Ernens (3)(4)......................     1997             228,228           --             150,000(5)        21,508
  Managing Director, Europe                    1996             242,940           --             100,000            3,974
                                               1995             193,000           --                  --               --

Michael P. Conti (6)......................     1997             175,000           --             250,000(7)           288
  Vice President, Direct Channels              1996             120,000      200,000              50,000              203
                                               1995              89,000      111,000             140,000              146

Wallace D. Ruiz...........................     1997             165,000           --             175,000(8)           359
  Chief Financial Officer and                  1996             146,875           --             140,000               --
  Treasurer                                    1995                  --           --                  --               --

Stuart A. Jacobson........................     1997             175,000           --             260,000(9)           359
  Executive Vice President, North              1996             120,000      150,000             100,000              351
  America Operations                           1995              80,000      105,000             140,000              263
---------------------------
</TABLE>

(1)     Represents long-term disability insurance premiums paid by the Company,
        except in the case of Mr. Ernens which amount represents lease payments
        for an automobile.

(2)     Mr. Fitzgerald succeeded H. Kent Petzold as President and Chief
        Executive Officer as of May 18, 1995.

(3)     Translated from French francs to United States dollars, computed at the
        average exchange rate for the respective fiscal years.

(4)     Mr. Ernens resigned from the Company effective as of May 20, 1997.

(5)     Includes options to purchase an aggregate of 100,000 shares of Common
        Stock which were granted to Mr. Ernens in connection with the Company's
        option repricing program in exchange for options that had a higher
        exercise price.

(6)     Mr. Conti resigned from the Company effective March 31, 1997. All of Mr.
        Conti's options expired 30 days after his resignation.

(7)     Includes options to purchase an aggregate of 150,000 shares of Common
        Stock which were granted to Mr. Conti in connection with the Company's
        option repricing program in exchange for options that had a higher
        exercise price.

(8)     Includes options to purchase an aggregate of 140,000 shares of Common
        Stock which were granted to Mr. Ruiz in connection with the Company's
        option repricing program in exchange for options that had a higher
        exercise price.

(9)     Includes options to purchase an aggregate of 200,000 shares of Common
        Stock which were granted to Mr. Jacobson in connection with the
        Company's option repricing program in exchange for options that had a
        higher exercise price.

                                       -4-

<PAGE>   5



                        OPTION GRANTS IN LAST FISCAL YEAR

        The following table provides information concerning each grant of
options to purchase the Company's Common Stock made during the fiscal year ended
March 31, 1997 to the Named Executive Officers:

<TABLE>
<CAPTION>
                                                 INDIVIDUAL GRANTS
                              -----------------------------------------------------
                                                                                      POTENTIAL REALIZABLE
                                                                                      VALUE MINUS EXERCISE
                                               UNDERLYING                               PRICE AT ASSUMED 
                              NUMBER OF        % OF TOTAL                              ANNUAL STOCK PRICE
                              SECURITIES        OPTIONS       EXERCISE                   APPRECIATION FOR
                              UNDERLYING       GRANTED TO      PRICE                     OPTION TERM (1)          
                                OPTIONS        EMPLOYEES     PER SHARE   EXPIRATION  ------------------------    
      NAME                   GRANTED (#)(2)  IN FISCAL YEAR  ($/SH)(3)(4)   DATE           5%          10%
      ----                   --------------  --------------  ------------  ------    ------------   ---------- 
<S>                         <C>               <C>            <C>       <C>           <C>            <C>     
Albion J. Fitzgerald               --               --          --            --            --          --

Robert Ernens(5)                100,000(6)        5.67%       $5.25     10/05/2000   $113,141       $243,652
                                 50,000(7)        2.94%        5.25     10/01/2001     72,522        160,258
Michael P. Conti(9)              50,000(6)        2.94%        5.25      4/30/1997     13,125         26,250
                                100,000           5.67%        6.8750    4/30/1997         **             **
                                100,000(6)        5.67%        5.25      4/30/1997     26,250         52,500
Stuart A. Jacobson              100,000(6)        5.67%        5.25     10/05/2000    113,141        243,652
                                100,000(8)        5.67%        6.8750    8/16/2001         **             **
                                100,000(6)        5.67%        5.25      8/16/2001    145,048        320,518
                                 60,000(7)        3.40%        5.25     10/01/2001     87,028        192,311
Wallace D. Ruiz                 140,000(6)        7.95%        5.25      4/19/2000    158,397        341,114
                                 35,000           1.99%        5.25      10/1/2001     50,767        112,181
</TABLE>

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

**      Such options were subsequently exchanged for options having lower
        exercise prices in connection with the Company's option repricing
        program. See "Report of Board of Directors on Executive Compensation --
        Report on Repricing of Options."

(1)     Potential realizable value is based on the assumption that the Common
        Stock of the Company appreciates at the annual rate shown (compounded
        annually) from the date of grant until the expiration of the 
        option term. These numbers are calculated based on the requirements
        promulgated by the Securities and Exchange Commission and do not reflect
        the Company's estimate of future stock price growth.

(2)     Except as otherwise noted, and subject to note 6 below, all options vest
        at a rate of 25% after the first year and then 1/48th thereafter.

(3)     Options were granted at an exercise price equal to the fair market value
        of the Company's Common Stock, as determined by reference to the closing
        sale price of the Common Stock on the Nasdaq National Market on the date
        of grant.

(4)     Exercise price may be paid in cash, promissory note, by delivery of
        already-owned shares subject to certain conditions, or pursuant to a
        cashless exercise procedure under which the optionee provides
        irrevocable instructions to a brokerage firm to sell the purchased
        shares and to remit to the Company, out of the sale proceeds, an amount
        equal to the exercise price plus all applicable withholding taxes.

(5)     Mr. Ernens resigned from the Company effective May 20, 1997.

(6)     In connection with the Company's option repricing program, such options
        were granted in exchange for options having a higher exercise price. The
        new options had the same vesting schedule as the options for which they
        were exchanged except that the vesting schedule was extended by three
        months in each case.

(7)     All of the shares subject to such option will vest on the sixth
        anniversary of the vesting start date.

(8)     50,000 of the shares subject to the option will vest on the sixth 
        anniversary of the vesting start date.

(9)     Mr. Conti resigned from the Company effective March 31, 1997. All of Mr.
        Conti's options expired 30 days after his resignation.


                                       -5-

<PAGE>   6



                 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                        AND FISCAL YEAR END OPTION VALUES

         The following table shows stop options exercised by Named Executive
Officers during fiscal year 1997, including the aggregate value of gains on the
date of the exercise. In addition, this table includes the number of shares
covered by both exercisable and non-exercisable stock options as of fiscal
year-end. Also reported are the values for "in-the-money" options which
represent the positive spread between the exercise price of any such existing
stock options and the year-end price of the Company's Common Stock.

<TABLE>
<CAPTION>
                                                                                                                 
                                                              NUMBER OF SECURITIES                               
                                                                   UNDERLYING                VALUE OF UNEXERCISED  
                                                               UNEXERCISED OPTIONS           IN-THE-MONEY OPTIONS      
                                SHARES                          AT MARCH 31, 1997            AT MARCH 31, 1997 (1)
                              ACQUIRED ON   VALUE         ---------------------------    ----------------------------
       NAME                   EXERCISE (#)  REALIZED      EXERCISABLE   UNEXERCISABLE    EXERCISABLE    UNEXERCISABLE
--------------------          ------------  --------      -----------   -------------    -----------    -------------
<S>                        <C>            <C>           <C>           <C>              <C>            <C>
Albion J. Fitzgerald              --           --             --             --                --         --
Robert Ernens                     --           --          154,583        135,417              --         --
Michael P. Conti                  --           --           58,334        116,666              --         --
Stuart A. Jacobson              20,000     $254,280         70,000        295,000              --         --
Wallace D. Ruiz                   --           --           62,917        182,083              --         --
</TABLE>

                                                                            
(1)     Based on the closing price of the Company's Common Stock on March 31,
        1997 of $4.125 (U.S.), less the exercise price of the option.

EMPLOYMENT CONTRACTS AND CHANGE-OF-CONTROL ARRANGEMENTS

         In October 1996, the Company entered into a letter agreement with
Stuart A. Jacobson, Executive Vice President, North America Operations, pursuant
to which any unvested options held by Mr. Jacobson will accelerate and vest upon
the occurrence of a change in control. In addition, in April 1997, the Company
entered into employment agreement with Wallace D. Ruiz, Chief Financial Officer
and Treasurer (the "Executive"), pursuant to which Mr. Ruiz is entitled to
receive an annual base salary of $165,000, subject to any increases as the Board
of Directors shall authorize from time to time in connection with an annual
review, plus additional variable compensation under the Company's executive
compensation plan.

         Subject to certain limitations, Mr. Ruiz's employment agreement
provides that if the Executive is terminated at any time during the period
beginning 90 days before and ending 12 months after a Change of Control (the
"Change of Control Period") then the Executive shall be entitled to receive, in
the case of an Involuntary or Constructive Termination other than for cause or
as a result of the Executive's death or disability, severance pay in an amount
equal to 50% of the Executive's base compensation plus a pro rata share of the
bonus and commissions that the Executive would have earned had he been employed
by the Company at the end of the year in which termination occurred and, in the
case of death or disability, such other benefits, if any, as may then be
established under the Company's then-existing benefit plans. In addition, any
unvested options held by the Executive prior to termination shall (i) in the
case of Involuntary or Constructive Termination other than for cause, accelerate
and become exercisable in full or (ii) in the case of death or disability,
accelerate and become exercisable as to that number of additional shares that
would have vested if the Executive had remained continuously employed for a
period of six months following such termination and shall remain exercisable for
the period prescribed in the stock option agreements.


                                       -6-

<PAGE>   7



         If the Executive voluntarily resigns from the Company or if the Company
terminates the Executive for cause, the Executive shall not be entitled to
receive severance or other benefits except for those, if any, as may be
established under the Company's benefit plans as existing at the time of
termination.

         For the purposes of Mr. Ruiz's employment agreement, a Change of
Control shall mean the occurrence of any of the following: (i) any person
becomes the beneficial owner, directly or indirectly, of securities of the
Company representing 50% or more of the total voting power represented by the
Company's then outstanding voting securities; (ii) a change in the composition
of the Board of Directors occurring within a two-year period as a result of
which fewer than a majority of the directors are Incumbent Directors (as
defined); or (iii) a merger or consolidation of the Company with any other
corporation, other than a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior thereto
continuing to represent at least 50% of the total voting power of the surviving
entity immediately after such merger or consolidation.

         Involuntary or Constructive Termination is defined in the employment
agreement to mean (i) without the Executive's express written consent, the
assignment to the Executive of any duties or the significant reduction of the
Executive's duties, either of which is inconsistent with the Executive's
position with the Company and responsibilities in effect immediately prior to
such assignment, or the removal of the Executive from such position and
responsibilities; (ii) without the Executive's express written consent, a
substantial reduction, without good business reasons, of the facilities and
perquisites available to the Executive immediately prior to such reduction;
(iii) a reduction by the Company in the base compensation of the Executive as in
effect immediately prior to such reduction; (iv) a material reduction by the
Company in the kind or level of employee benefits to which the Executive is
entitled immediately prior to such reduction with the result that the
Executive's overall benefits package is significantly reduced; (v) any purported
termination of the Executive by the Company which is not effected for disability
or for Cause, or any purported termination for which the grounds relied upon are
not valid; or (vi) the failure of the Company to obtain the assumption of the
employment agreement by any successors.


           REPORT OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION

INTRODUCTION

         Prior to the Company's initial public offering that was completed in
July 1995, the Board of Directors was primarily responsible for establishing and
administering the Company's compensation policies. In this role, and consistent
with the Company's status as a privately held corporation, the Board determined
the Chief Executive Officer's salary directly and reviewed and approved
employment compensation matters for other management personnel. The Board of
Directors, through a Stock Option Committee consisting at that time of two
directors who were also executive officers of the Company, also administered the
Company's 1992 Stock Option Plan.

         The Compensation Committee of the Board of Directors (the "Committee")
was established in May 1995 and is composed only of outside directors. During
fiscal 1997, the Compensation Committee consisted of Dennis DeCoste and Michelle
Axelson, both of whom resigned in July 1997. The Compensation Committee
currently has two vacancies. In general, the Committee is responsible for
reviewing and recommending for approval by the Board of Directors the Company's
compensation practices, including executive salary levels and variable
compensation programs. With respect to the compensation of the Company's Chief
Executive Officer, the Committee reviews and submits to the Board for approval
the various elements of the Chief Executive Officer's compensation. With respect
to other executive officers, the Committee reviews the recommendations for such
individuals presented by the Chief Executive Officer and the basis therefor and
approves or modifies the compensation packages for such individuals. Base salary
levels for executive officers of the Company are generally established at or
near the start of each fiscal

                                       -7-

<PAGE>   8



year, and final bonuses for executive officers are determined at the end of each
fiscal year based upon such individual's performance and, the performance of the
Company.

EXECUTIVE COMPENSATION

         The Company has a compensation program which consists of two principal
components: cash-based compensation, both fixed and variable, and equity-based
compensation. These two principal components are intended to attract, retain,
motivate and reward executives who are expected to manage both the short-term
and long-term success of the Company.

         Cash-based compensation.

                  Base salary - The salaries of each of the executive officers
         (other than the Chief Executive Officer) for the year ended March 31,
         1997 were approved by the Board of Directors, upon the recommendation
         of the Chief Executive Officer.

                  Bonuses - The Company has a discretionary bonus pool pursuant
         to which members of senior management, including the Company's
         executive officers, may receive annual cash bonuses. The purpose of the
         bonuses is to motivate senior management to perform to the best of
         their abilities in order to enhance stockholder value through the
         achievement of corporate objectives. For the fiscal year-ended March
         31, 1997, the allocation of the bonus pool was determined by the Chief
         Executive Officer, with the exception of his own bonus, based upon
         subjective factors.

         Equity-based compensation.

                  Stock options - Stock options are periodically granted to
         provide additional incentive to executives and other key employees to
         maximize long-term total return to the Company's stockholders. Options
         generally vest over a four year period to encourage option holders to
         continue in the employ of the Company. The exercise price of options is
         the market price on the date of grant, ensuring that the option will
         acquire value only to the extent that the price of the Company's Common
         Stock increases relative to the market price at the date of grant.

                  Option grants to executive officers will be determined by the
         Compensation Committee, in its discretion, or in some cases by the
         Stock Option Committee, subject to the oversight of the Compensation
         Committee. In making its determination, the Compensation Committee
         intends to consider the executive's position at the Company, such
         executive's individual performance, the number of options held (if any)
         and any other factors that the Compensation Committee may deem
         relevant.

CHIEF EXECUTIVE OFFICER COMPENSATION

         During the year ended March 31, 1997, Mr. Fitzgerald received a base
salary approved by the Board of Directors upon the recommendation of the
Compensation Committee. This represented no increase from the base salary
received by Mr. Fitzgerald for the prior fiscal year. The Compensation Committee
recommended that no bonus be awarded to the Chief Executive Officer for this
fiscal year. The Board believed that Mr. Fitzgerald, as Chief Executive Officer,
significantly and directly influenced the Company's overall performance.




                                       -8-

<PAGE>   9



TAX DEDUCTIBILITY OF EXECUTIVE COMPENSATION

         Section 162 of the Code limits the federal income tax deductibility of
compensation paid to the Company's Chief Executive Officer and to each of the
other four most highly-compensated executive officers. The Company may deduct
such compensation only to the extent that during any fiscal year the
compensation paid to such individual does not exceed $1 million or meet certain
specified conditions (including stockholder approval). Based on the Company's
current compensation plans and policies and proposed regulations interpreting
this provision of the Code, the Company and the Committee believe that, for the
near future, there is little risk that the Company will lose any significant tax
deduction for executive compensation.

REPORT ON REPRICING OF OPTIONS

         In August 1996, the Board of Directors of the Company determined that
the purposes of the 1992 Stock Option Plan were not being adequately achieved
with respect to those employees holding options with exercise prices greater
than the then-current market value of the Company's Common Stock and that it was
in the best interests of the Company and the Company's stockholders that the
Company retain and motivate such employees. The Board of Directors further
determined that it would be in the best interests of the Company and the
Company's stockholders to provide such optionees the opportunity to exchange
their options with exercise prices equal to the then-current market value of the
Company's Common Stock. On October 1, 1996, upon approval of the Stock Option
Committee of the Board of Directors of the Company, the Company offered certain
employees who were holders of outstanding options under the 1992 Stock Option
Plan at exercise prices in excess of $5.25 per share the opportunity to exchange
such options for new stock options at an exercise price of $5.25 per share, the
fair market value of the Company's Common Stock at the close of business on that
date. Any option holder accepting such offer was required to extend the vesting
period of existing unvested shares by 3 months (vested options remained vested).
A total of 140 employees of the Company were eligible to participate in the
repricing and those employees' existing options had an average exercise price of
$14.47 per share prior to the repricing. Of such eligible employees, 131
participated in the repricing, including the Named Executive Officers noted in
the table below.


                                       -9-

<PAGE>   10



         The following table sets forth certain information regarding the
participation of each of the Named Executive Officers in the Company's repricing
of options described above:

                            TEN-YEAR OPTION REPRICING

<TABLE>
<CAPTION>
                                                                                                           Length of  
                                                     Number of    Market Price  Exercise Price          Original Option       
                                                     Securities    of Stock at  at Time of                  Term      
                                                     Underlying      Time of    Repricing or              Remaining at         
                                                      Options     Repricing or  Amendment                  Date of            
                                                    Repriced or     Amendment               New Exercise  Repricing or         
       Name and Position               Date           Amended                                   Price     Amendment  
--------------------------------       ----           -------      -----------  ------------  ---------   -----------    
<S>                             <C>                <C>          <C>           <C>             <C>      <C>       
Robert Ernens,                      October 1, 1996    100,000       $5.25      $15.4375        $5.25    1,465 days
   Managing Director, Europe       
Michael P. Conti                    October 1, 1996     50,000        5.25       15.4375         5.25    1,465 days
   Vice President-Direct Sales      October 1, 1996    100,000        5.25        6.875          5.25    1,780 days
Stuart A. Jacobson,                 October 1, 1996    100,000        5.25       15.4375         5.25    1,465 days
   Executive Vice President, North  October 1, 1996    100,000        5.25        6.875          5.25    1,780 days
   AmericaOperations               
Wallace D. Ruiz,                    October 1, 1996    140,000        5.25       13.00           5.25    1,826 days
   Vice President and Chief        
   Financial Officer              
</TABLE>

SUMMARY

         The Board of Directors intends that its compensation program shall be
fair and motivating and shall be successful in attracting and retaining
qualified employees and in linking compensation directly to the Company's
success. The Board of Directors and the Compensation Committee intend to review
this program on an ongoing basis to evaluate its continued effectiveness.


                                            THE BOARD OF DIRECTORS









                                      -10-

<PAGE>   11




                      COMPANY STOCK PRICE PERFORMANCE GRAPH

        The following graph compares the Company's cumulative total stockholder
return with those of the Nasdaq Stock Market - U.S. Index and the Hambrecht &
Quist Technology Index. The graph assumes that $100 was invested on July 14,
1995 (the effective date of the Company's initial public offering) in (i) the
Company's Common Stock, (ii) the Nasdaq Stock Market (U.S.) Index and (iii) the
Hambrecht & Quist Technology Index, including reinvestment of dividends. Note
that historic stock price performance is not necessarily indicative of future
stock price performance.


              COMPARISON OF TWENTY MONTH CUMULATIVE TOTAL RETURN *
           AMONG NOVADIGM, INC., THE NASDAQ STOCK MARKET (U.S.) INDEX
                   AND THE HAMBRECHT & QUIST TECHNOLOGY INDEX


                            [PERFORMANCE CHART HERE]




<TABLE>
<CAPTION>
Measurement Period                      Nasdaq Stock Market   Hambrecht & Quist
(Fiscal Year Covered)    Novadigm, Inc.     (U.S.) Index        Technology Index
---------------------    --------------     ------------        ----------------
<S>                     <C>              <C>                   <C> 
July 14, 1995                  $100           $100                  $100
Fiscal Year Ended 3/31/96       101            111                   99
Fiscal Year Ended 3/31/97       28             123                   116
</TABLE>




                                      -11-

<PAGE>   12



ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

                   BENEFICIAL SECURITY OWNERSHIP OF MANAGEMENT
                          AND CERTAIN BENEFICIAL OWNERS

         The following table sets forth certain information regarding the
beneficial ownership of Common Stock of the Company as of July 25, 1997 for the
following: (i) each person or entity known by the Company to own beneficially
more than 5% of the outstanding shares of the Company's Common Stock, (ii) each
director of the Company, (iii) each of the Named Executive Officers and (iv) all
directors and executive officers as a group:



<TABLE>
<CAPTION>
                                                           SHARES BENEFICIALLY     PERCENTAGE BENEFICIALLY
                     BENEFICIAL OWNER (1)                        OWNED (2)                   OWNED         
----------------------------------------------------------       ---------                   -----         
<S>                                                      <C>                      <C>  
Albion J. Fitzgerald (3)...................................      3,581,250                   20.7%
  c/o Novadigm, Inc.
  One International Boulevard
  Suite 200
  Mahwah, New Jersey 07495
Joseph J. Fitzgerald.......................................      1,462,717                    8.5%
  c/o Novadigm, Inc.
  One International Boulevard
  Suite 200
  Mahwah, New Jersey 07495
Shannon L. Ruiz (4)........................................        870,000                    5.0%
  c/o Novadigm, Inc.
  One International Boulevard
  Suite 200
  Mahwah, New Jersey 07495
Robert B. Anderson.........................................        655,069                    3.8%
H. Kent Petzold (5)........................................        413,667                    2.4%
Stuart A. Jacobson (6).....................................        145,464                     *
Wallace D. Ruiz (7)........................................         88,999                     *
All directors and executive officers as a group
  (10 persons) (8).........................................      6,511,332                   37.7%
</TABLE>
---------------------------
*     Less than one percent.

(1)     Except as indicated in the footnotes to this table and pursuant to
        applicable community property laws, the persons named in the table have
        sole voting and investment power with respect to all shares of Common
        Stock.

(2)     Includes shares which could be acquired upon exercise of options if such
        options are exercisable within 60 days after July 25, 1997.

(3)     Excludes 870,000 shares held by Shannon L. Ruiz, Albion J. Fitzgerald's
        spouse, as to which Mr. Fitzgerald disclaims beneficial ownership.

(4)     Excludes 3,581,250 shares held by Albion J. Fitzgerald, Ms. Ruiz's
        spouse, as to which Ms. Ruiz disclaims beneficial ownership.

                                      -12-

<PAGE>   13



(5)   Includes options exercisable for 285,333 shares of Common Stock under the
      Company's 1992 Stock Option Plan and options exercisable into an aggregate
      of 33,334 shares pursuant to an option agreement between Mr. Petzold and a
      certain stockholder of the Company.

(6)   Includes 108,333 shares of Common Stock which may be acquired upon
      exercise of stock options which are presently exercisable or will become
      exercisable within 60 days of July 25, 1997 under the Company's 1992 Stock
      Option Plan.

(7)   Includes 75,834 shares of Common Stock which may be acquired upon exercise
      of stock options which are presently exercisable or will become
      exercisable within 60 days of July 25, 1997 under the Company's 1992 Stock
      Option Plan.

(8)   Includes options exercisable for 633,666 shares of Common Stock under the
      Company's 1992 Stock Option Plan and options exercisable by H. Kent
      Petzold for 33,334 shares of Common Stock pursuant to an agreement with a
      certain stockholder of the Company. See note (6) above.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        On March 19, 1997, the Company lent William Fitzgerald $94,717 evidenced
by a promissory note. Mr. Fitzgerald is an employee of the Company and the
brother of Albion Fitzgerald, the Chief Executive Officer of the Company. The
promissory note is due on March 19, 1998 and bears interest at a rate of 5.83%.
The loan is secured by 35,000 shares of Common Stock owned by Mr. Fitzgerald.



                                     PART IV

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

           (a)      The following items are filed as part of the report:

   3.      Exhibits

           10.14   Employment Agreement effective as of April 1, 1997 by and
                   between the Registrant and Wallace D. Ruiz.


                                      -13-

<PAGE>   14



                                   SIGNATURES


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


                            NOVADIGM, INC.
                            (Registrant)


                            By:  /s/    WALLACE D. RUIZ
                               ------------------------------------
                                         Wallace D. Ruiz
                               Vice President, Finance, Treasurer, and
                                     Chief Financial Officer
                             (Principal Financial and Accounting Officer)



Date: July 29, 1997

<PAGE>   15


                                POWER OF ATTORNEY


        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Wallace D. Ruiz, as his
attorneys-in-fact with full power of substitution, for him in any and all
capacities, to sign any and all amendments to this Report on Form 10-K and to
file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission.


                                   SIGNATURES


        Pursuant to the requirements of the Securities Act of 1934, this Report
has been signed below on July 29, 1997 by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:


<TABLE>
<CAPTION>
       SIGNATURE                                  TITLE                                          DATE     
       ---------                                  -----                                          ----     
<S>                              <C>                                                      <C> 
   /s/ ALBION J. FITZGERALD          Chairman of the Board, Chief Executive Officer and
-------------------------------        President                     
     Albion J. Fitzgerald                       (Principal Executive Officer)                July 29, 1997
                      -


     /s/ WALLACE D. RUIZ             Vice President Finance, Treasurer, and Chief Financial
-------------------------------        Officer
     Wallace D. Ruiz                         (Principal Financial and Accounting Officer)    July 29, 1997
                    -


  /s/ ROBERT B. ANDERSON
-------------------------------      Executive Vice President, Chief Operating Officer,
    Robert B. Anderson                 Secretary and Director                                 July 29, 1997


   /s/ H. KENT PETZOLD               Director
-------------------------------
     H. Kent Petzold                                                                          July 29, 1997
</TABLE>

                                      -15-

<PAGE>   16
                                 EXHIBIT INDEX

<TABLE>

Exhibit Number          Description
--------------          -----------
<S>                     <C>
10.14                   Employment Agreement effective as of April 1, 1997  by
                        and between the Registrant and Wallace D. Ruiz.

</TABLE>