<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-K/A
                                 AMENDMENT NO. 1

                                   (MARK ONE)

           [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                    FOR THE FISCAL YEAR ENDED MARCH 31, 2001

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

                         Commission file number 0-27988
                       ----------------------------------

                          MICROWARE SYSTEMS CORPORATION
             (Exact name of Registrant as specified in its charter)
                        ---------------------------------

               IOWA                                        42-1073916
  (State or other jurisdiction of                       (I.R.S. Employer
   incorporation or organization)                    Identification Number)

                 1500 N.W. 118TH ST.                          50325
                  DES MOINES, IOWA                          (Zip Code)
      (Address of principal executive offices)

                                 (515) 223-8000
              (Registrant's telephone number, including area code)

        Securities registered pursuant to Section 12(b) of the Act: None

  Securities registered pursuant to Section 12(g) of the Act: Common Stock, no
                                   par value

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past ninety 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 in any amendment to
this Form 10-K. [ ]


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<PAGE>


                              PURPOSE OF AMENDMENT

The registrant has determined to furnish the information required in Part III of
its Annual Report on Form 10-K for the fiscal year ended March 31, 2001 rather
than to incorporate it by reference to information to be contained in the
registrant's definitive proxy statement. The registrant hereby amends Part III
of the Annual Report on Form 10-K as follows to include the information required
by Part III.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

       The directors and executive officers of the Company are as follows:
<TABLE>
<CAPTION>

     Name                        Age                               Position

<S>                             <C>
Kenneth B. Kaplan                48     President, Chief Executive Officer and
                                        Chairman of the Board of Directors

George E. Leonard                60     Executive Vice President, Chief Financial
                                        Officer, Chief Operating Officer,
                                        Secretary and Director

Arthur Don                       47     Director

Daniel P. Howell                 49     Director

Dennis E. Young                  58     Director

Robert A. Peiser                 53     Director

David A. Kendall                 46     Vice President of North American Sales

Douglas Kostlan                  47     Vice President of Marketing

Beth E. Law                      37     Chief Accounting Officer, Controller,
                                        Treasurer and Assistant Secretary

Kenji Nakai                      47     President and Representative Director of
                                        Microware Systems, KK

Gerhard Roesch                   50     Vice President, European and International
                                        Operations

</TABLE>


     Mr. Kaplan has served as President and Chief Executive Officer of the
Company since he co-founded it in 1977. Mr. Kaplan was one of the principal
designers of the OS-9 real-time operating system. Mr. Kaplan is a Trustee of
Drake University and Buena Vista University. Mr. Kaplan attended Drake
University.


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<PAGE>


     Mr. Leonard joined the Company in August 1998 as Executive Vice
President, Chief Financial Officer, Treasurer and Secretary. Mr. Leonard was
appointed Chief Operating Officer and a director on May 16, 2000. Prior to
joining the Company, from July 1996 to July 1998, Mr. Leonard was the Vice
President and Chief Financial Officer and a director of Western Pacific
Airlines, based in Colorado Springs, Colorado. Western Pacific Airlines filed
for bankruptcy protection under Chapter 11 in October 1997 and converted its
filing to Chapter 7 in July 1998. Mr. Leonard also served as Chairman and
Chief Executive Officer of Consumer Guaranty Corporation of Phoenix, Arizona,
President and CEO of GEL Management Corporation, Chairman and Chief Executive
Officer of AmBank Holding Company, and Executive Vice President, Chief
Financial Officer, Chief Lending Officer and Chief Banking Officer, and a
Director of MeraBank from 1975 to 1996. Mr. Leonard holds a B.S. degree from
the United States Naval Academy and an M.B.A from the University of Chicago.

     Mr. Don has been a member of the law firm of D'Ancona & Pflaum LLC,
Chicago, Illinois, and has been counsel to the Company, since 1985. Mr. Don has
been a director of the Company since 1994.

     Mr. Howell is Senior Managing Director of Mesirow Private Equity
Investments, Inc., an affiliate of the corporate general partner of Mesirow
Capital Partners VI, a venture capital partnership. Mr. Howell has been a
director of the Company since 1994.

     Mr. Young is Executive Vice President, Chief Financial Officer and a
director of Wells Fargo Financial, Inc., formerly Norwest Financial, Inc., a
financial services firm headquartered in Des Moines, Iowa, which he joined in
1965.

     Mr. Peiser has been Chairman and Chief Executive Officer of Vitality
Beverages, Inc. since July 1999. Prior to that date, Mr. Peiser served as
Chairman of CVSI, Inc. from 1998 to 1999; President and Chief Executive
Officer of Western Pacific Airlines from 1996 to 1998; and Vice Chairman and
Chief Executive Officer of FoxMeyer Drug Company from August 1996 through
November 1996. Western Pacific Airlines filed for bankruptcy protection under
Chapter 11 in October 1997 and converted its filing to Chapter 7 in July
1998. In addition, Mr. Peiser was Executive Vice President - Finance and
Chief Financial Officer of Trans World Airlines, Inc. from August 1994
through August 1996. Mr. Peiser is a member of the Board of Directors of
Ascent Assurance, Inc., a health insurance holding company, and The Tampa Bay
Partnership.

     Mr. Kendall joined Microware in January 2001 as director of business
development. Mr. Kendall was promoted to Vice President of North American Sales
in April 2001. Mr. Kendall was employed for the past 15 years by Avnet, a
hardware and software distributor in St. Louis, Missouri, where he held
positions including vice president of sales. Mr. Kendall received a B.S. degree
in engineering from the University of Guam.

     Mr. Kostlan joined Microware in April 2001 as Vice President of Marketing.
Mr. Kostlan was employed most recently by UGS of Ames, Iowa, formerly
Engineering Animation, Inc. Prior to that, Mr. Kostlan worked at Texas
Instruments in Dallas, Texas for 16 years. Mr. Kostlan holds a B.S. degree in
engineering from the University of Iowa.


                                       3
<PAGE>


     Ms. Law has served as Chief Accounting Officer, Controller and Assistant
Treasurer of the Company since February 2000. In July 2000, Ms. Law was
appointed Treasurer. Prior to joining the Company, Ms. Law worked for Network
Six, Inc., a systems integrator based in Warwick, Rhode Island. Ms. Law is a
Certified Public Accountant, and holds a B.S. degree from the University of
Rhode Island.

     Mr. Nakai joined Microware in June of 2000, as President and
Representative Director of Microware Systems, KK. From January 1999 to May
2000, Mr. Nakai served as Vice President at HCL Technology, and from October
1987 to December 1998, Mr. Nakai served as Director of Sales at Aspen
Technology Japan. Mr. Nakai has also held executive positions at Cray
Research, Japan and IBM, Japan. Mr. Nakai holds a B.S. degree in
Instrumentation Engineering from Keio University in Tokyo, Japan.

     Mr. Roesch assumed the position of Vice President of European and
International Operations in June of 2000. Prior to joining Microware as Managing
Director for Central Europe in 1996, Mr. Roesch held the position of Managing
Director for Cadre Technologies, a CASE-tool company. Mr. Roesch also has more
than 15 years of previous management experience at companies such as Motorola
(semiconductor), Ferranti (semiconductor), Daisy Systems (CAE) and TRW
(semiconductor).

     On April 2, 2001, Mr. James Boswell resigned as Vice President of North
American Sales, and was replaced by Mr. Kendall.


            SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and officers, and persons who beneficially own more than
10% of the Company's Common Stock, to file with the Securities and Exchange
Commission ("SEC") reports of beneficial ownership and changes in beneficial
ownership of the Common Stock and other equity securities of the Company.
Officers, directors and greater than 10% stockholders are required by SEC
regulations to furnish the Company with copies of all Section 16(a) forms they
file. The Company believes that during the previous fiscal year all filing
requirements applicable to its officers, directors and greater than 10%
beneficial owners were complied with, except that a Form 4 reporting a single
transaction was inadvertently filed late on James A. Gordon's behalf.

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<PAGE>


ITEM 11. EXECUTIVE COMPENSATION

     The following summary compensation table sets forth information concerning
all compensation awarded, earned, or paid by the Company during its fiscal years
ended March 31, 2001, 2000 and 1999 to (a) the Company's Chief Executive
Officer, (b) the four most highly compensated executive officers other than the
CEO who were serving as executive officers as of March 31, 2001 and (c)
individuals for whom disclosure would have been required but for the fact that
they were not serving as executive officers at March 31, 2001 (the "Named
Executives").

<TABLE>
<CAPTION>
                                                SUMMARY COMPENSATION TABLE

                                                                    ANNUAL
                                                               COMPENSATION ($)                    ALL OTHER
                                                            SALARY       BONUS (1)           COMPENSATION(2)(3)($)
                                                            ------       ---------           ---------------------
<S>                                            <C>         <C>          <C>                 <C>
KENNETH B. KAPLAN                               2001           185,000                             4,751
Chairman of the Board of Directors,             2000           185,000                             4,978
President and Chief Executive Officer           1999           185,000                             4,411       (4)

GEORGE E. LEONARD (6)                           2001           180,000                             1,903
Executive Vice President,                       2000           150,000                            75,009       (5)
Chief Operating Officer and Chief Financial     1999            87,500
Officer

JAMES H. BOSWELL (7)                            2001           175,000       78,085                6,607
Former Vice President of North American         2000           150,000       83,186                5,604
Sales
                                                1999            13,269       18,800                   32

KENJI NAKAI (8)                                 2001           115,046                             2,921
President and Representative
Director, Microware Systems Kabushiki Kaisha

GERHARD ROESCH(9)                               2001           107,473      105,558
Vice President, European and International
Operations

</TABLE>

(1)  Includes bonus and/or sales commission earned in respective fiscal years.
(2)  The aggregate amount of perquisites and other personal benefits, securities
     or property, given to each Named Executive Officer valued on the basis of
     aggregate incremental cost to the Company, was less than either $50,000 or
     10% of the total annual salary and bonus for that executive officer during
     each of these years.
(3)  Other compensation includes 401(k) plan-matching contributions and life
     insurance premiums.
(4)  Includes personal tax preparation services paid by the Company.
(5)  Represents relocation expenses and related taxes paid by the Company
(6)  Mr. Leonard joined the Company on August 31, 1998.
(7)  Mr. Boswell joined the Company on February 17, 1999 and resigned on April
     2, 2001.
(8)  Mr. Nakai joined the Company on June 6, 2000.
(9)  Mr. Roesch became an Executive Officer on July 27, 2000.


                                       5
<PAGE>


                               BOARD OF DIRECTORS

TERMS

     The Board of Directors of the Company is divided into three classes of
directors serving staggered three-year terms.

     Class I Directors. The following persons serve as Class I directors with
their term expiring at the annual meeting to be held after March 31, 2002:
Kenneth B. Kaplan and Daniel P. Howell.

     Class II Directors. The following persons serve as Class II directors with
their term expiring at the annual meeting to be held after March 31, 2003:
Robert A. Peiser and George E. Leonard.

     Class III Directors. The following persons serve as a Class III director
with their term expiring at the annual meeting to be held after March 31,
2001: Arthur Don and Dennis E. Young.

DIRECTOR COMMITTEES

     The Board of Directors has established an Audit Committee and a
Compensation Committee.

     The Audit Committee's functions are to recommend annually to the Board of
Directors the appointment of the independent public accountants of the Company,
to discuss and review the scope and the fees of the prospective annual audit and
to review the results thereof with the Company's independent public accountants,
to review and approve non-audit services of the independent public accountants,
to review compliance with existing major accounting and financial policies of
the Company, to review the adequacy of the financial organization of the
Company, and to review management's procedures and policies relative to the
adequacy of the Company's internal accounting controls. Messrs. Young (Chair),
Howell, and Peiser currently serve on the Audit Committee.

     The Compensation Committee's functions are to review and approve annual
salaries and bonuses for all executive officers, to review, approve and
recommend to the Board the terms and conditions of all employee benefit plans or
changes thereto and to administer the Corporation's various stock option plans.
Messrs. Howell (Chair) and Peiser currently serve on the Compensation Committee.

DIRECTORS' COMPENSATION

     All independent Directors of the Company are entitled to be paid a $15,000
Annual Retainer fee, $2,000 for in person attendance at Board meetings, $1,000
for in person attendance at Committee meetings held separately from Board
meetings, and $1,000 and $500 respectively, for Board and Committee meetings
attended telephonically. All Directors are reimbursed for travel expenses
incurred in attending meetings of the Board of Directors. Non-employee Directors
are also eligible to receive grants of 25,000 stock options.

                              EMPLOYMENT AGREEMENTS

GEORGE E. LEONARD

     In September of 1999, the Company entered into an employment agreement
with Mr. Leonard whereby he agreed to serve as Chief Financial Officer of the
Company for an initial term through March 31, 2001. This agreement is

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<PAGE>

currently effective until March 31, 2002, and is automatically extended for
additional one-year periods unless terminated by either party in accordance with
the agreement. Mr. Leonard currently earns a base salary of $180,000 per year.
Mr. Leonard's employment agreement provides that, in the event Mr. Leonard's
employment is involuntarily terminated as a result of a change of control of the
Company, he will be entitled to a severance payment equal to one year of his
base salary.


                                       7
<PAGE>

                                     OPTIONS

     The following tables provide certain information concerning options granted
to, exercised by and held by each Named Executive Officer of the Company at
March 31, 2001 under the Company's 1991, 1992 and 1995 stock option plans.

                        OPTION GRANTS IN LAST FISCAL YEAR
                                INDIVIDUAL GRANTS
<TABLE>
<CAPTION>

                          NUMBER OF         % OF OPTIONS                                              POTENTIAL REALIZABLE VALUE
                            SHARES           GRANTED TO                                               OF ASSUMED ANNUAL RATES OF
                          UNDERLYING        EMPLOYEES IN       EXERCISE OR BASE                         STOCK APPRECIATION FOR
                           OPTIONS             FISCAL               PRICE             EXPIRATION             OPTION TERM
 NAME                     GRANTED(#)            YEAR            ($ PER SHARE)            DATE          5%($)          10%($)
 ----                     ----------            ----            -------------            ----          -----          ------
<S>                      <C>                 <C>                <C>                  <C>              <C>            <C>
 Kenneth B. Kaplan            0                 N/A                  N/A                 N/A            N/A            N/A

 George E. Leonard          10,000              1.8%                0.625             1/05/2010        3,931          9,961

 James H. Boswell           10,000              1.8%                0.625             1/05/2010        3,931          9,961

 Kenji Nakai                40,000              7.1%                3.031             6/05/2009        76,247        193,277

 Kenji Nakai                10,000              1.8%                0.625             1/05/2010        3,931          9,961

 Gerhard Roesch             10,000              1.8%                0.625             1/05/2010        3,931          9,961

</TABLE>

                           AGGREGATED OPTION EXERCISES
                 IN LAST FISCAL YEAR AND FISCAL YEAR-END VALUES
<TABLE>
<CAPTION>

                                                                          NUMBER OF SECURITIES             VALUE OF UNEXERCISED
                                          SHARES                     UNDERLYING UNEXERCISED OPTIONS   IN-THE-MONEY OPTIONS AT MARCH
                                       ACQUIRED ON      VALUE($)            AT MARCH 31, 2001                  31 2001($)(*)
      NAME                             EXERCISE (#)     REALIZED     EXERCISABLE    UNEXERCISABLE    EXERCISABLE     UNEXERCISABLE
      ----                             ------------     --------     ------------   --------------   ------------    -------------
     <S>                              <C>              <C>          <C>             <C>             <C>             <C>
      Kenneth B. Kaplan                     0              N/A              0                 0            N/A               N/A

      George E. Leonard                     0              N/A         68,000           142,000              0               940

      James H. Boswell                      0              N/A         48,000            72,000              0                 0

      Kenji Nakai                           0              N/A         10,000            40,000              0               940

      Gerhard Roesch                        0              N/A          6,250            22,500              0               940

</TABLE>

     (*) Calculations based on the fair market value of the underlying
securities as of March 31, 2001 of $0.7190 per share, minus the aggregate
exercise price.

     No compensation intended to serve as an incentive for performance to occur
over a period longer than one fiscal year was paid or accrued pursuant to a
long-term incentive plan during the last fiscal year to any of the persons named
in the Summary Compensation Table. The Company does not have


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<PAGE>

any defined benefit or actuarial plan under which benefits are determined
primarily by final compensation or average final compensation and years of
service.



                                       9
<PAGE>


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth, as of June 28, 2001, the name, address and
holdings of each person (including any "group" as defined in Section 13(d)(3) of
the Securities Exchange Act of 1934) known by the Company to be the beneficial
owner of more than five percent of the Company's Common Stock, and the amount of
Common Stock beneficially owned by each of the Directors, Named Executive
Officers (defined herein) and executive officers of the Company and by all
Directors and executive officers of the Company as a group.

<TABLE>
<CAPTION>                                                                                              PERCENT
                                                               AMOUNT AND NATURE OF BENEFICIAL            OF
                NAME OF BENEFICIAL OWNER                                 OWNERSHIP(1)                   CLASS
                ------------------------                                 ------------                   -----
<S>                                                           <C>                                       <C>
EXECUTIVE OFFICERS AND DIRECTORS
Kenneth B. Kaplan                                                             4,741,204     (2)          24.7
George E. Leonard                                                               214,917     (3)           1.1
David A. Kendall                                                                 75,000     (3)            *
Douglas Kostlan                                                                  60,000     (3)            *
Kenji Nakai                                                                      50,000     (3)            *
Gerhard Roesch                                                                   43,750     (3)            *
Beth E. Law                                                                      17,500     (3)            *
Arthur Don                                                                       65,100     (3)            *
Daniel P. Howell                                                                773,639    (3)(4)         4.1
Dennis E. Young                                                                  41,000     (3)            *
Robert A. Peiser                                                                 25,000     (3)            *
All executive officers and directors as a group
(11 persons)(5)                                                               6,107,110                  30.9
                                                                              ---------                  ----
OTHER FIVE PERCENT SHAREHOLDERS
Motorola, Inc.(6)
     1303 East Algonquin Road
     Schaumburg, Illinois  60196                                              2,774,968     (5)          13.6

</TABLE>

-----------------------------------------
*    Less than 1% of the outstanding Common Stock.

(1)  Unless otherwise indicated in the footnotes to this table, the Company
     believes the persons named in this table have sole voting and investment
     power with respect to all shares of Common Stock reflected in this table.
(2)  Includes 7,600 shares held by Mr. Kaplan as custodian and 7,350 held as
     trustee.
(3)  Comprises options which are currently exercisable or which are deemed
     currently exercisable, and in the case of Messrs. Leonard and Don, includes
     4,917 and 100 shares, respectively, which are directly owned.
(4)  Mr. Howell is Senior Managing Director of Mesirow Private Equity
     Investments, Inc., an affiliate of the corporate general partner of Mesirow
     Capital Partners VI, which is the direct beneficial owner of 748,639 of
     these shares.
(5)  Does not include Mr. Boswell who resigned from the Company in April 2001.

(6)  Includes 1,248,736 warrants deemed currently exercisable at an exercise
     price of $10.81 per share. Such warrants expire July 31, 2001.

ITEM 13. CERTAIN RELATED TRANSACTIONS

     During the fiscal year ended March 31, 2001, the Company received total
revenues of $861,000 under various license and service agreements with Motorola,
which holds 1,526,232 shares of Common Stock of the Company and


                                       10
<PAGE>

warrants to purchase an additional 1,248,736 shares. The Company also routinely
purchases various hardware products from Motorola used in product development.

     The Company believes that all transactions discussed or disclosed above
have been, and the Company's Board of Directors has adopted a policy stating
that any future transactions with the Company's officers, Directors, affiliates,
or controlling shareholders will be, on terms which are considered to be no less
favorable to the Company than those obtainable in arm's length transactions with
unaffiliated third parties.


                                       11
<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to its
Annual Report on Form 10-K to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                       MICROWARE SYSTEMS CORPORATION,
                                             an Iowa Corporation



                                       By:
                                            /s/ George E. Leonard
                                           ------------------------------------
                                            George E. Leonard
                                            A duly authorized representative


Dated: July 19, 2001



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