<PAGE>   1

                                   FORM 10-Q/A

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

For the quarterly period ended June 30, 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                          000-20805
                      ----------------------------------------------------

                          APACHE MEDICAL SYSTEMS, INC.
  ---------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Delaware                                          23-2476415
------------------------------------               ---------------------------
(State or other jurisdiction of                        (I.R.S. Employer 
incorporation or organization)                         Identification No.)

1650 Tysons Boulevard, McLean, Virginia                     22102
-----------------------------------------                 ----------
(Address of principal executive offices)                  (Zip Code)

                                 (703) 847-1400
                               ------------------
              (Registrant's telephone number, including area code)
 ------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

   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
                                             ---     ---

                                    7,299,735
                                  ------------
          (Number of shares of common stock, $.01 par value per share,
                        outstanding as of August 5, 1998)


                                       1
<PAGE>   2



                          APACHE MEDICAL SYSTEMS, INC.

                                      INDEX



<TABLE>
<CAPTION>
                                                                            PAGE NO.
                                                                            --------
PART I - FINANCIAL INFORMATION
<S>                                                                        <C>
    Item 1.  Financial Statements

            Consolidated Statements of Operations (unaudited) for
            the Three Months and Six Months Ended June 30, 1998
            and 1997                                                            1

            Consolidated Balance Sheets for the Six Months Ended
            June 30, 1998 (unaudited) and Year Ended December 31,
            1997                                                                2

            Consolidated Statements of Changes in Stockholders'
            Equity (Deficit) for the Six Months Ended June 30,
            1998 (unaudited) and Year Ended December 31, 1997                   3

            Consolidated Statements of Cash Flows (unaudited) for
            the Six Months Ended June 30, 1998 and 1997                         4

            Notes to Consolidated Financial Statements (unaudited)            5-6

    Item 2.  Management's Discussion and Analysis of Financial
             Condition and Results of Operations                             7-10

PART II - OTHER INFORMATION

    Item 6.  Exhibits and Reports on Form 8-K                                  11

Signatures                                                                     12

Index to Exhibits                                                              13

</TABLE>


<PAGE>   3



                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                          APACHE MEDICAL SYSTEMS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                          THREE MONTHS ENDED                       SIX MONTHS ENDED
                                                               JUNE 30,                                 JUNE 30,
                                                      1998                 1997                  1998              1997
                                                      -------------------------                  ----------------------
                                                                        (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                                <C>                    <C>                 <C>             <C>
Revenue                                            $   2,278              $   2,452           $   5,749       $   5,518

Expenses:
  Cost of goods sold                                     976                  1,441               1,886           2,975
  Selling, general and administrative                  2,020                  4,507               4,306           7,658
  Research and development                               223                    700                 649           1,371
  Write-off of acquired in-process
     research and development costs                        -                    500                   -           1,612
                                                   ---------              ---------           ---------       ---------
          Total expenses                               3,219                  7,148               6,841          13,616

Loss from operations                                    (941)                (4,696)             (1,092)         (8,098)

Other income (expense):
  Interest income                                        132                    228                 286             465
  Interest expense                                        (8)                    (7)                (17)            (15)
  Other, net                                               -                      9                   -              10
                                                   ---------              ---------           ---------       ---------
Net loss                                           $    (817)             $  (4,466)          $    (823)      $  (7,638)
                                                   =========              =========           =========       =========
Basic and diluted net loss per share               $   (0.11)             $   (0.62)          $   (0.11)      $   (1.05)
                                                   =========              =========           =========       =========
Weighted average number of shares used for
  calculation of net loss per share                    7,289                  7,245               7,289           7,242
                                                   =========              =========           =========       =========
</TABLE>

          See accompanying Notes to Consolidated Financial Statements.


<PAGE>   4



                          APACHE MEDICAL SYSTEMS, INC.
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                                JUNE 30,                   DECEMBER 31,
                                                                                  1998                         1997
                                                                          --------------------------------------------------
                                                                                            (IN THOUSANDS EXCEPT
                                                                                                 SHARE DATA)
ASSETS
                                                                                (UNAUDITED)
CURRENT ASSETS:
<S>                                                                             <C>                              <C>
Cash and cash equivalents                                                       $    6,068                       $    5,634
Short-term investments                                                               2,194                            5,683
Accounts receivable, net                                                             3,022                            1,235
Other trade receivables                                                                 52                               51
Prepaid expenses and other                                                             457                              405
                                                                                ----------                       ----------
      TOTAL CURRENT ASSETS                                                          11,793                           13,008

Other trade receivables, net of current maturities                                      31                               57

Furniture and equipment                                                              3,518                            3,355
Less accumulated depreciation and amortization                                      (2,401)                          (2,095)
                                                                                ----------                       ----------
                                                                                     1,117                            1,260

Capitalized software development costs, net                                            171
Intangible assets, net                                                                 552                              611
                                                                                ----------                       ----------
      TOTAL ASSETS                                                              $   13,664                       $   14,936
                                                                                ==========                       ==========


LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable                                                                $      561                       $      553
Accrued expenses                                                                     4,425                            5,580
Deferred revenue                                                                     2,391                            1,630
Current maturities of obligations under capital leases                                  17                               16
Current maturities of notes payable - other                                             56                               95
                                                                                ----------                       ----------
      TOTAL CURRENT LIABILITIES                                                      7,450                            7,874

Deferred rent benefit                                                                   93                              117
Obligations under capital leases, net of current maturities                             38                               47
Notes payable - other, net of current maturities                                         8                               32
                                                                                ----------                       ----------
      TOTAL LIABILITIES                                                              7,589                            8,070

STOCKHOLDERS' EQUITY:

Common stock, $.01 par value, authorized shares, 30,000,000 at June 30,
1998 and December 31, 1997; issued and outstanding shares, 7,299,735
at June 30, 1998 and 7,267,756 at December 31, 1997.                                    73                               73

Additional paid-in capital                                                          45,735                           45,703

Accumulated deficit                                                                (39,733)                         (38,910)
                                                                                ----------                       ----------
      TOTAL STOCKHOLDERS' EQUITY                                                     6,075                            6,866
                                                                                ----------                       ----------
   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                   $   13,664                       $   14,936
                                                                                ==========                       ==========
</TABLE>

          See accompanying Notes to Consolidated Financial Statements.


                                       4
<PAGE>   5



                          APACHE MEDICAL SYSTEMS, INC.
      CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                              COMMON STOCK                         
                                                     -----------------------------    ADDITIONAL   
                                                                                        PAID-IN        ACCUMULATED
(IN THOUSANDS, EXCEPT SHARE DATA)                       SHARES           AMOUNT         CAPITAL          DEFICIT        TOTAL
                                                     -------------- -------------- ----------------      -------     -----------
<S>                                                    <C>                <C>          <C>            <C>            <C>
BALANCE, JANUARY 1, 1997, AS PREVIOUSLY REPORTED       7,238,922          $ 72         $  45,325      $   (22,992)   $   22,405
Issuance of common stock options                               -             -               291                -           291
Exercise of common stock options                          10,490             -                30                -            30
Issuance of common stock under Employee Stock
   Purchase Plan                                          18,344             1                57                -            58
Net loss                                                       -             -                 -          (15,918)      (15,918)
                                                      ----------          ----         ---------      -----------    ----------
BALANCE AT DECEMBER 31, 1997                           7,267,756            73            45,703          (38,910)        6,866
Issuance of common stock under Employee Stock
  Purchase Plan                                           31,979             -                32                -            32
Net loss                                                       -             -                 -             (823)         (823)
                                                      ----------          ----         ---------      -----------    ----------
BALANCE AT JUNE 30, 1998 (UNAUDITED)                   7,299,735          $ 73         $  45,735         ($39,733)   $    6,075
                                                      ==========          ====         =========      ===========    ==========
</TABLE>

          See accompanying Notes to Consolidated Financial Statements.


                                       5
<PAGE>   6



                          APACHE MEDICAL SYSTEMS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                            SIX MONTHS ENDED JUNE 30,
                                                                                              1998             1997
                                                                                              ---------------------
                                                                                                   (IN THOUSANDS)
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                    <C>                        <C>       
  Net loss                                                                             $    (823)                 $  (7,638)
  Adjustments to reconcile net loss to net cash
  used in operating activities:
      Depreciation and amortization                                                          370                        530
      Provision for doubtful accounts                                                         30                        370
      Stock options issued                                                                     -                         21
      Write-off of acquired in-process research and development costs                          -                      1,612
      Cost of acquisition                                                                      -                        732
      Changes in operating assets and liabilities:
           Accounts receivable                                                            (1,816)                       137
           Other trade receivables                                                            25                        173
           Other current assets                                                              (52)                       (70)
           Intangible assets                                                                  (1)                       (35)
           Accounts payable and accrued expenses                                          (1,147)                       620
           Deferred rent                                                                     (24)                       (17)
           Deferred revenue                                                                  761                        196
                                                                                       ---------                  ---------
       NET CASH USED IN OPERATING ACTIVITIES                                              (2,677)                    (3,369)

CASH FLOWS FROM INVESTING ACTIVITIES:

  Capitalized software development costs                                                    (177)                      (308)
  Purchase of furniture and equipment                                                       (162)                      (408)
  Purchase acquisitions                                                                        -                     (2,915)
  Decrease in short-term investments                                                       3,489                          -
                                                                                       ---------                  ---------
       NET CASH PROVIDED FROM (USED IN) INVESTING ACTIVITIES                               3,150                     (3,631)

CASH FLOWS FROM FINANCING ACTIVITIES:

  Principal payments on capital lease obligations                                             (8)                       (56)
  Principal payments on borrowings                                                           (63)                      (178)
  Proceeds from issuance of notes payable                                                      -                         20
  Proceeds from issuance of common stock under employee stock purchase plan                   32                          -
  Proceeds from issuance of common stock upon exercise of options                                                        59
                                                                                       ---------                  ---------
       NET CASH USED IN FINANCING ACTIVITIES                                                 (39)                      (155)
                                                                                       ---------                  ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                         434                     (7,155)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                           5,634                     20,928
                                                                                       ---------                  ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                             $   6,068                  $  13,773
                                                                                       =========                  =========
SUPPLEMENTAL INFORMATION:
  Cash payments for interest                                                           $      18                  $      17
                                                                                       =========                  =========
</TABLE>

          See accompanying Notes to Consolidated Financial Statements.


                                       6
<PAGE>   7




                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.    BASIS OF PRESENTATION

The accompanying consolidated financial statements have been prepared by APACHE
Medical Systems, Inc. (the "Company") pursuant to the rules and regulations of
the Securities and Exchange Commission ("SEC"). The financial information
included herein is unaudited, however, in the opinion of management, all
adjustments (which include normal recurring adjustments) considered necessary
for a fair presentation have been made. Certain information and footnote
disclosures normally included in annual financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations, but the Company believes that
the disclosures made are adequate to make the information presented not
misleading. For more complete financial information, these financial statements
should be read in conjunction with the audited financial statements and notes
thereto for the year ended December 31, 1997 included in the Company's Form
10-K. Results for interim periods are not necessarily indicative of the results
for any other interim period or for the full fiscal year.

Revenue for sales of systems and products requiring production activities both
before and subsequent to delivery is recognized by the percentage-of-completion
method using significant milestones to estimate progress toward completion.
Sales of other systems and products are recognized at delivery provided that no
significant vendor obligations remain. Systems support fees are recognized
ratably over the period of performance. Professional services revenue is
recognized as these services are provided and is generally billed on a time and
material basis. Professional services do not involve significant customization,
modification or production of the licensed software. Amounts received prior to
the performance of service or completion of a milestone are deferred. Revenue
recognized for work performed for which billings have not been presented to
customers is recorded as unbilled.

2.    BASIC AND DILUTED NET LOSS PER SHARE

The Company has implemented Financial Accounting Standards Board ("FASB")
Statement of Financial Accounting Standards ("SFAS") Statement No. 128,
"Earnings Per Share," which requires dual presentation of basic and diluted
earnings per share. Basic loss per share includes no dilution and is computed by
dividing net loss available to common stockholders by the weighted average
number of common shares outstanding for the period. Diluted loss per share
includes the potential dilution that could occur if securities or other
contracts were exercised or converted into common stock. Options and warrants
outstanding were not included in the computation of diluted net loss per share
as their effect would be anti-dilutive. Diluted net loss per share and basic
earnings per share are identical for all periods presented.


                                       7
<PAGE>   8


3.     NEW ACCOUNTING PRONOUNCEMENTS

In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive Income" and
No. 131, "Disclosures about Segments of an Enterprise and Related Information."
SFAS No. 130 is currently effective and does not have a material impact on the
Company. SFAS No. 131 becomes effective for the Company's 1998 financial
statements. The Company has evaluated SFAS No. 131 and determined there is no
impact on its reporting and disclosure requirements.

The American Institute of Certified Public Accountants has issued Statement of
Position 97-2 "Software Revenue Recognition" ("SOP 97-2") that supersedes
Statement of Position 91-1. SOP 97-2 is effective for revenue transactions
entered into by the Company in fiscal years beginning after December 15, 1997.
The Company has adopted SOP 97-2 and the changes contained in SOP 97-2 do not
have a material financial impact on the Company.

In February 1997, the FASB issued SFAS No. 132, "Employers' Disclosures about
Pensions and Other Post Retirement Benefits." The Company will adopt the
disclosure requirements for the year ending December 31, 1998 and does not
expect it will have a material financial impact on the Company.

4.     STOCKHOLDERS' EQUITY

STOCK OPTIONS

On January 2, 1998, the Board of Directors authorized a repricing program which
allowed active current employees to reprice all their outstanding options to
purchase Common Stock of the Company for a like number of shares at an exercise
price of $2 per share. Options to purchase approximately 480,044 shares of
Common Stock were repriced. Stock options that have been repriced may not be
exercised until July 2, 1998. The vesting schedule will be as follows: 20% would
vest immediately for employees with the Company for at least one year; 20% would
vest on each anniversary over the next five years; and for employees with the
Company less than one year, options will vest ratably over five years from the
date of grant.

On January 2, 1998, the Board of Directors authorized a repricing of stock
options to a Financial Advisor. Options to purchase approximately 22,029 shares
of Common Stock granted were cancelled and newly issued at $2.00 per share and
vest immediately as of January 2, 1998.

Effective January 28, 1998, the Board of Directors granted an aggregate of
156,000 performance-based incentive stock options to twelve members of the
Company's senior staff. The exercise price of these options is equal to the fair
market value of the Company's Common Stock on January 28, 1998 or $1.28. The
options will vest on a quarterly basis, based upon the Company's realization of
the 1998 operating budget. The options will vest on January 28, 2003, regardless
of whether the 1998 performance criteria have been satisfied, if the employee
remains employed by the Company at that time.

5.     RESTATEMENT OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE- AND 
SIX-MONTH PERIODS ENDED JUNE 30, 1998

The next generation of the Company's Critical Care Series product ("CCS")
reached technological feasibility during March of 1998. FASB No. 86, "Accounting
for the Costs of Computer Software to be Sold, Leased or Otherwise Marketed"
requires that the cost of software development be capitalized once the product
reaches technological feasibility. As a result of an internal review, initiated
by senior management, the Company found that these costs continued to be
expensed during the second quarter of 1998. Accordingly, the software
development costs of $177,000 have been capitalized. The related amortization
expense of $6,000 has also been recorded.


                                       8
<PAGE>   9



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

THREE AND SIX MONTHS ENDED JUNE 30, 1998 AND 1997

On June 2, 1997, the Company acquired all the common stock of National Health
Advisors, Ltd. ("NHA") in exchange for 367,564 shares of the Company's Common
Stock. NHA is a healthcare management consulting firm focused on strategy and
management support services for progressive healthcare organizations and
networks. The merger was accounted for as a pooling-of-interests. Accordingly,
the Company's financial statements were previously restated to include the
results of NHA for all periods presented.

REVENUE. Revenue for the quarter ended June 30, 1998 decreased 7% to $2.3
million from $2.5 million in the prior year period. Revenue for the six months
ended June 30, 1998 increased 4% to $5.7 million from $5.5 million in the prior
year period. This decrease is a result of changes in the implementation schedule
of Critical Care Series ("CCS") products offset by increases in volume of the
Health Outcomes Research services. These changes to the CCS products included
strategic product decisions to transition the systems interface engine from a
proprietary product to a commercially available product thereby impacting the
milestones under which the Company recognizes revenue.

COST OF GOODS SOLD. Cost of goods sold for the quarter ended June 30, 1998
decreased 32% to $976,000 from $1.4 million in the prior year period. Cost of
goods sold for the six months ended June 30, 1998 decreased 36% to $1.9 million
from $3.0 million in the prior year period. This decrease from the prior year
was due to decreases in revenues, staffing requirements, and third party license
fees for systems and related products; services that the Company has
discontinued or postponed; the development of certain other products; and the
decision to focus primarily on products for critical care patients, which
resulted in the Company's restructuring charge of $1.6 million during the third
quarter of 1997.

SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses for the quarter ended June 30, 1998 decreased 55% to $2.0 million from
$4.5 million in the prior year period. Selling, general and administrative
expenses for the six months ended June 30, 1998 decreased 43% to $4.3 million
from $7.7 million in the prior year period. This was due primarily to a decrease
in overhead costs associated with the Company's restructuring during the third
quarter of 1997.

RESEARCH AND DEVELOPMENT. Research and development expenses for the quarter
ended June 30, 1998 decreased 68% to $223,000 from $700,000 in the prior year
period. Research and development expenses for the six months ended June 30, 1998
decreased 53% to $649,000 from $1.4 million in the prior year period. The
decrease was due primarily to a decrease in staffing requirements related to the
development of new products and services that the Company has discontinued or
postponed as a result of the Company's restructuring during the third quarter of
1997. During the six months ended June 30, 1998, capitalized software
development costs were $177,000 compared to $308,000 in the prior year
period.

WRITE-OFF OF ACQUIRED IN-PROCESS RESEARCH AND DEVELOPMENT COSTS. In January
1997, the Company acquired the assets of CardioMac, a point-of-care data
collection and reporting tool for the cardiac


                                       9
<PAGE>   10


catheterization laboratory and cardiovascular operating room, from Iowa Health
Centers, P.C. d/b/a Iowa Heart Center, P.C., Mercy Hospital Medical Center, Mark
A. Tannenbaum, M.D. and Iowa Heart Institute. At the time of the acquisition,
the Company recorded a non-recurring charge resulting from the write-off of the
acquired in-process research and development costs. This charge totaled $1.1
million.

In June 1997, the Company purchased a neonatal database from the Vermont-Oxford
Network, Inc. In connection with the acquisition, the Company recorded a
one-time charge related to in-process research and development costs of
approximately $500,000.

OTHER INCOME (EXPENSE). Other income (expense) decreased from $230,000 for the
quarter ended June 30, 1997 to $124,000 for the quarter ended June 30, 1998.
Other income (expense) decreased from $460,000 for the six months ended June 30,
1997 to $269,000 for the six months ended June 30, 1998. The decrease is due to
a decrease in interest income as a result of a reduction in cash.

YEAR 2000 READINESS. The version of the Company's Medical Cost Management
Program ("MCMP") product, an application using UNIX based terminals/clients and
UNIX based servers requiring stand alone equipment, that was sold to customers
prior to 1997 will not function properly as January 1, 2000 approaches. The
Company has focused its attention on its next generation CCS product (for which
the Company has taken orders in 1997). It is Year 2000 ready and includes new
features and enhancements. The CCS product operates on a PC based client/UNIX
server platform, supporting Windows 95. The costs expended for CCS product
development are being expensed as incurred.

The Company has decided not to support the MCMP product beyond October 1999. The
Company has offered existing clients the ability to migrate to the new CCS
product during the next two years on favorable terms. A majority of the clients
using the old UNIX version of the MCMP product have indicated an intent to
migrate to the new CCS product. A few have indicated that they intend to
discontinue use of the product completely, and, like many participants in the
health care industry, several are still assessing their systems and migration
options. The Company has entered into an agreement with a vendor to perform
additional migration activities. The use of existing company resources augmented
by this third party vendor is expected to provide sufficient resources to enable
all migration activities to be completed by October 1999. The favorable terms
and migration services offered to customers to encourage migration to the new
CCS product are not expected to have a material impact on the Company's future
operating results or financial position. Because the Company is not yet aware of
the plans of customers who have not yet accepted the Company's terms for
migration to the new CCS product, the Company is not yet able to fully evaluate
the impact of Year 2000 issues associated with the UNIX version of the MCMP
product.

Currently, the Company has identified several internal computer systems that are
not Year 2000 ready. It is not expected that upgrading or replacing other
internal systems that are not Year 2000 ready will have a material effect in
1998 on the Company's financial statements taken as a whole.

LIQUIDITY AND CAPITAL RESOURCES

Cash and short-term investments were $8.2 million as of June 30, 1998 compared
to $11.3 million as of December 31, 1997.


                                       10
<PAGE>   11


In April 1997, the Company entered into a secured revolving line of credit from
Crestar Bank providing for a borrowing capacity of $2.0 million. Borrowings bear
interest at a fluctuating rate equal to the Bank's prime rate plus 0.25%. The
Company also pays an annual fee on the total borrowing capacity of $2.0 million
at a rate of 0.75% per annum. Borrowings are collateralized by the Company's
accounts receivable and all other uncommitted assets. The line of credit expired
on May 31, 1998.

The Company anticipates that remaining net proceeds from the initial public
offering and funds generated from operations will be sufficient to meet its
planned ongoing working capital requirements and to finance planned product
development, sales and marketing activities and capital acquisitions through
1998. Through June 30, 1998, the Company has incurred cumulative net operating
losses of approximately $39.7 million. There can be no assurance that the
Company will be profitable in the future or that present capital will be
sufficient to fund the Company's ongoing operations. The Company believes that
its current operating funds will be sufficient to meet its planned ongoing
operating and working capital requirements and to finance planned product
development, sales and marketing activities through 1998. If additional
financing is required to fund operations, there can be no assurance that such
financing can be obtained or obtained on terms acceptable to the Company.

The Company does not believe the impact of inflation has significantly affected
the Company's operations.

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

Statements in this filing which are not historical facts are forward-looking
statements under provisions of the Private Securities Litigation Reform Act of
1995. All forward-looking statements involve risks and uncertainties. The
Company wishes to caution readers that the following important factors, among
others, in some cases have affected, and in the future could affect, the
Company's actual results and could cause its actual results in fiscal 1998 and
beyond to differ materially from those expressed in any forward-looking
statements made by, or on behalf of, the Company.


                                       11
<PAGE>   12


Important factors that could cause actual results to differ materially include
but are not limited to the Company's: having sufficient sales and timely
collections to meet cash requirements and achieve profitability; ability to
attract and retain key employees and to successfully replace its chief financial
officer; success of its strategy to concentrate its product offerings on
high-risk, high-cost patients; ability to timely develop new products and
enhance existing products; ability to compete in the competitive and rapidly
evolving healthcare information technology industry; ability to correctly
estimate and manage its Year 2000 costs and liabilities; success of its
marketing and consulting efforts and ability to effectively utilize its direct
sales force; ability to protect proprietary information and to obtain necessary
licenses on commercially reasonable terms; and ability to comply with and adopt
products and services to potential regulatory changes.

The Company's quarterly revenues and operating results have varied significantly
in the past and are likely to vary from quarter to quarter in the future.
Quarterly revenues and operating results may fluctuate as a result of a variety
of factors, including: the Company's relatively long sales cycle; variable
customer demand for its products and services; changes in the Company's product
mix and the timing and relative prices of product sales; the loss of customers
due to consolidation in the healthcare industry; changes in customer budgets;
investments by the Company in marketing or other corporate resources;
acquisitions of other companies or assets; the timing of new product
introductions and enhancements by the Company and its competitors; changes in
distribution channels; sales and marketing promotional activities and trade
shows; and general economic conditions. Further, due to the relatively fixed
nature of most of the Company's costs, which primarily include personnel costs,
as well as facilities costs, any unanticipated shortfall in revenue in any
fiscal quarter would have an adverse effect on the Company's results of
operations in that quarter. Accordingly, the Company's operating results for any
particular quarterly period may not necessarily be indicative of results for
future periods.

                           PART II - OTHER INFORMATION


                                       12
<PAGE>   13





Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits. The following Exhibits are filed herewith and made a part hereof:

<TABLE>
<CAPTION>

  EXHIBIT
   NUMBER                        DESCRIPTION
  --------                       -----------
<S>              <C>                                     
   11.1          Computation of Earnings (Loss) Per Share
   27.1          Financial Data Schedule
</TABLE>

                                   

(b)  Reports on Form 8-K

     The Company has not filed any reports on Form 8-K during the quarterly
period ended June 30, 1998.

                                  SIGNATURES
   
     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                               APACHE MEDICAL SYSTEMS, INC.

<TABLE>
<CAPTION>
<S>                                            <C>
Date: January 22, 1999                         /s/ Peter Gladkin
----------------------                         -----------------
                                               Peter Gladkin
                                               President and Chief Executive Officer
                                               (Duly Authorized Officer and Chief
                                               Financial Officer and Accounting Officer)
</TABLE>


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<PAGE>   14



                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
  EXHIBIT
   NUMBER                 DESCRIPTION
  --------                -----------
<S>                   <C>                                     
   11.1               Computation of Earnings (Loss) Per Share
   27.1               Financial Data Schedule
</TABLE>


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