<PAGE>   1

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


                                FORM 10-Q/A NO. 1

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2000

                                       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 NO. 0-27694



                          SCB COMPUTER TECHNOLOGY, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

           TENNESSEE                                     62-1201561
(STATE OR OTHER JURISDICTION OF              (I.R.S.EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)



                    3800 FOREST HILL - IRENE ROAD, SUITE 100
                            MEMPHIS, TENNESSEE 38125
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                  901-754-6577
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

                                 NOT APPLICABLE
              (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 [ ]

         As of December 8, 2000, there were 25,045,324 outstanding shares of the
registrant's common stock.


<PAGE>   2

                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                          SCB COMPUTER TECHNOLOGY, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                           OCTOBER 31,  APRIL 30,
                                                              2000         2000
                                                            --------    ---------
<S>                                                         <C>         <C>
                                     ASSETS

Current assets:
   Cash and cash equivalents ............................   $    114    $   1,813
   Accounts receivable,
      net of allowance of $2,307 and $1,519, respectively     21,462       25,226
   Current portion of leases ............................     10,724       13,915
   Other current assets .................................     12,687       16,251
                                                            --------    ---------
      Total current assets ..............................     44,987       57,205

Investment in leasing activities ........................      8,462       13,225
Fixed assets:
   Furniture, fixtures and equipment ....................     33,072       34,814
   Accumulated depreciation .............................    (14,637)     (13,343)
                                                            --------    ---------
                                                              18,435       21,471
Goodwill (net) ..........................................      5,179       45,396
Other assets (primarily deferred tax assets) ............      9,771        3,003
                                                            --------    ---------
        Total assets ....................................   $ 86,834    $ 140,300
                                                            ========    =========


                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Accounts payable-trade ...............................   $  3,346    $   4,790
   Accrued expenses .....................................      9,873       10,071
   Notes payable ........................................         --        7,041
   Current portion of long term debt ....................     33,345       36,759
   Current portion - nonrecourse debt ...................      7,791        9,695
   Deferred revenue .....................................      1,206        2,353
                                                            --------    ---------
        Total current liabilities .......................     55,561       70,709
Long term debt ..........................................      4,964        7,231
Notes payable-nonrecourse ...............................      7,560       10,737
Other long term liabilities .............................      4,368        4,551
Shareholders' equity ....................................     14,381       47,072
                                                            --------    ---------
        Total liabilities and shareholders' equity ......   $ 86,834    $ 140,300
                                                            ========    =========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.





                                       1
<PAGE>   3

                          SCB COMPUTER TECHNOLOGY, INC.
            RESTATED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                  (IN THOUSANDS, EXCEPT FOR EARNINGS PER SHARE)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                            THREE MONTHS             SIX MONTHS
                                                ENDED                   ENDED
                                             OCTOBER 31,             OCTOBER 31,
                                        --------------------    --------------------
                                          2000        1999        2000        1999
                                        --------    --------    --------    --------
<S>                                     <C>         <C>         <C>         <C>
Revenue .............................   $ 33,065    $ 43,326    $ 69,010    $ 87,294
Cost of services ....................     23,511      30,489      49,219      60,952
                                        --------    --------    --------    --------
Gross profit ........................      9,554      12,837      19,791      26,342
Selling, general and administrative
  expenses ..........................      9,854       9,381      19,459      18,060
Impairment and other charges (Note 2)     38,667          --      38,667          --
                                        --------    --------    --------    --------
Income (loss) from operations .......    (38,967)      3,456     (38,335)      8,282

Other income (expense) ..............        (18)         --       1,351          --
Net interest expense ................     (1,061)       (988)     (2,082)     (1,833)
                                        --------    --------    --------    --------
Income (loss) before income taxes ...    (40,046)      2,468     (39,066)      6,449
Income tax expense (benefit) ........     (6,262)        986      (5,875)      2,581
                                        --------    --------    --------    --------
Net income (loss) ...................   $(33,784)   $  1,482    $(33,191)   $  3,868
                                        ========    ========    ========    ========
Net income (loss) per share - basic..   $  (1.35)   $   0.06    $  (1.33)   $   0.16
                                        ========    ========    ========    ========
Net income (loss) per share - diluted   $  (1.35)   $   0.06    $  (1.33)   $   0.16
                                        ========    ========    ========    ========
Weighted average number of common
  shares - basic ....................     25,045      24,712      25,045      24,712
                                        ========    ========    ========    ========
Weighted average number of common
  shares - diluted ..................     25,045      24,712      25,045      24,737
                                        ========    ========    ========    ========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.





                                       2
<PAGE>   4

                          SCB COMPUTER TECHNOLOGY, INC.
            RESTATED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                             SIX MONTHS ENDED
                                                                OCTOBER 31,
                                                           ---------------------
                                                             2000         1999
                                                           --------      -------
<S>                                                        <C>           <C>
OPERATING ACTIVITIES
   Net income (loss).....................................  $(33,191)     $ 3,868
   Adjustments to reconcile net income (loss) to
      net cash provided by operating activities:
   Provision for bad debts...............................       563           --
   Depreciation..........................................     4,741        2,875
   Amortization..........................................     1,331        1,161
   Deferred income taxes.................................    (6,969)      (1,466)
   Impairment and other charges..........................    38,667           --
   Gain on sale of subsidiary............................    (1,366)          --
   Changes in operating assets and liabilities:
      Accounts receivable................................     2,939       (2,451)
      Refundable income taxes............................     2,772           --
      Other assets.......................................    (2,496)       1,440
      Accounts payable - trade...........................    (1,239)      (1,003)
      Accrued expenses and other liabilities.............    (3,562)      (3,434)
                                                           --------      -------
   Total adjustments.....................................    35,381       (2,879)
                                                           --------      -------
   Net cash provided by (used in) operating activities...     2,190         (748)
                                                           --------      -------

INVESTING ACTIVITIES
   Purchases of fixed assets.............................    (1,093)      (4,872)
   Net investment in leasing activities..................     5,979        3,860
   Sale (Purchase) of businesses.........................     9,028       (4,014)
                                                           --------      -------
   Net cash provided by (used in) investing activities...    13,914       (5,026)
                                                           --------      -------

FINANCING ACTIVITIES
   Borrowings on short-term debt.........................        --        7,000
   Payments on long-term debt............................   (10,507)      (3,738)
   Payments on non-recourse debt.........................    (5,081)        (470)
   Net borrowings (repayments) under line of credit......    (2,215)      (1,551)
   Other.................................................        --         (609)
                                                           --------      -------
   Net cash provided by (used in) financing activities...   (17,803)         632
                                                           --------      -------
Net increase (decrease) in cash and cash equivalents.....    (1,699)      (3,405)
Cash and cash equivalents at beginning of period.........     1,813        5,318
                                                           --------      -------
Cash and cash equivalents at end of period...............  $    114      $ 1,913
                                                           ========      =======
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
   Interest paid.........................................  $  1,828      $ 1,866
   Income taxes paid.....................................  $     --      $ 1,674
   Income taxes received.................................  $  1,728      $    --
</TABLE>


     See accompanying notes to condensed consolidated financial statements.







                                       3
<PAGE>   5

                          SCB COMPUTER TECHNOLOGY, INC.
          NOTES TO RESTATED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

                                OCTOBER 31, 2000

1 - BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of SCB
Computer Technology, Inc. (the "Company") have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, the accompanying condensed consolidated financial
statements contain all adjustments (which consist of normal recurring
adjustments) considered necessary for the fair presentation of the financial
position of the Company as of October 31, 2000, and the results of operations
and cash flows for the six-month periods ended October 31, 2000, and October 31,
1999. Operating results for the periods ended October 31, 2000, are not
necessarily indicative of the results that may be expected for the fiscal year
ending April 30, 2001. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Company's Annual
Report on Form 10-K for the fiscal year ended April 30, 2000, filed with the
Securities and Exchange Commission.

2 - IMPAIRMENT AND OTHER CHARGES (RESTATED)

During the second quarter of fiscal 2001, the Company completed an evaluation of
its operations, including the strategic direction of the Company. For over
twenty years, the Company's primary focus was providing clients information
technology professional services (staffing, consulting and outsourcing).
Approximately five years ago, the Company initiated an acquisition program in an
effort to become a diversified information technology provider (to include
hardware/packaged software sales and computer leasing).

The evaluation indicated the Company should return to its core competencies of
only providing professional services (referred to herein as the "core
operations"). Accordingly, the Company decided to completely exit the hardware
and specialty software sales and computer leasing businesses (referred to herein
as the "non-core operations"). The evaluation included: 1) assessing the
carrying value of long-lived assets, including goodwill and unguaranteed lease
residuals; 2) space needs in several locations; 3) certain employment-related
matters; and 4) the complete exit of certain product lines/businesses.

Initially, the Company believed the evaluation and related strategic business
decisions qualified for "discontinued operations" accounting treatment and
originally reported the operations set forth above as a "loss from discontinued
operations" totaling $9,075,000 in the second quarter of fiscal 2001. After
further research and analysis of the operations, the Company determined that the
operations did not qualify for discontinued operations accounting treatment.
Therefore, the Company has restated its second quarter and year to date results
for fiscal 2001 and 2000 to reclassify the loss from discontinued operations to
income (loss) from operations. This reclassification did not impact the amount
or per-share amounts of net income previously reported. The Company now operates
in two segments as presented in Note 5 - Segment Information.





                                       4
<PAGE>   6

As a result of this evaluation, the Company has recorded the following
impairment and other charges (in thousands):

<TABLE>
<CAPTION>
                                              CORE      NON-CORE     TOTAL
                                             -------    --------    -------
<S>                                          <C>         <C>        <C>
Impairment Charges:
   Goodwill - PRI..........................  $26,894     $   --     $26,894
   Goodwill - Leasing......................       --      3,510       3,510
   Unguaranteed lease residuals............       --      4,148       4,148
   Leasehold improvements..................      819         --         819
   Equipment...............................       --        308         308
Other Charges:
   Severance and other employee benefits...    1,926         --       1,926
   Lease cancellation and buyout...........      108         --         108
   Loss on disposal of Global Services.....       --        783         783
   Loss on disposal of Proven Technology...       --        171         171
                                             -------     ------     -------
Total Impairment and Other Charges.........  $29,747     $8,920     $38,667
                                             =======     ======     =======
</TABLE>


As a part of the aforementioned acquisition program, the Company completed
several acquisitions in which goodwill was recorded. In the first quarter of
fiscal 2001, one of these acquired business units was sold (see Note 4 -
Business Disposition). In October 2000, in accordance with the Company's
accounting policy, the Company evaluated the remaining goodwill amounts to
determine recoverability as follows:

-        The operations of Partners Resources, Inc. ("PRI") are dramatically
         different today than when PRI was acquired as follows: 1) a major
         customer has been acquired; 2) the software application around which
         another practice unit is focused has had financial difficulty (and was
         acquired by another vendor) limiting the number of new implementations;
         3) another practice unit (disaster recovery) was closed; and 4) the
         Company's ability to achieve certain synergies has not materialized.
         Accordingly, the Company determined the anticipated undiscounted cash
         flows of this business would no longer support the carrying value of
         goodwill resulting in an impairment charge of $26,894,000.

-        Additionally, in October 2000, the Company decided its computer leasing
         unit would no longer accept any new leases and will allow the existing
         lease contracts to remain in place through their scheduled maturity
         with no renewals. This business decision resulted in two impairment
         charges, as follows: 1) $3,510,000 in goodwill related to the leasing
         unit is impaired; and 2) at the origination of many of the lease
         contracts, the Company estimated certain unguaranteed residual values
         would be realized at the end of the leases. The Company now estimates
         $4,148,000 of such amounts are not realizable.

In the second quarter of fiscal 2001, the Company evaluated its space needs in
several locations. As a result of this evaluation, the Company entered into an
agreement to pay a $108,000 lease termination fee to cancel a long-term lease,
and substantially reduced its space requirements in two other locations and
abandoned approximately $819,000 in leasehold improvements. Additionally, the
Company wrote down $308,000 in equipment in its specialty software sales
business that is being closed as of February 1, 2001.

In August 2000, the Company entered into certain post-employment agreements with
two former executive officers (see Note 6 - Other Events) and reduced its
operations in several locations resulting in severance and related charges
totaling approximately $1,926,000.

On November 30, 2000, the Company sold substantially all the assets of Proven
Technology, Inc. (a hardware




                                       5
<PAGE>   7
sales unit) resulting in a loss of $171,000, and substantially all the assets
of the Global Services business unit of PRI (a hardware sales unit) resulting in
a loss of $783,000 ($416,000 of which was remaining goodwill) (see Note 7 -
Subsequent Events).

3 - EARNINGS PER SHARE

The following is a reconciliation of the numerators and denominators used to
calculate net income per share in the condensed consolidated statements of
operations (in thousands):

<TABLE>
<CAPTION>
                                                         THREE MONTHS           SIX MONTHS
                                                             ENDED                 ENDED
                                                          OCTOBER 31,           OCTOBER 31,
                                                    ---------------------  --------------------
                                                       2000        1999       2000       1999
                                                    ----------   --------  ----------  --------
<S>                                                 <C>          <C>       <C>         <C>
Net income (loss)...............................    $ (33,784)   $  1,482  $ (33,191)  $  3,868
                                                    ==========   ========  ==========  ========
Denominator for basic earnings per
  share - weighted average shares...............        25,045     24,712      25,045    24,712
                                                    ==========   ========  ==========  ========
Effect of dilutive securities-stock
  options.......................................             -          -           -        25
                                                    ----------   --------  ----------  --------
Denominator for diluted earnings per
  share - adjusted weighted average
  shares and assumed conversions................        25,045     24,712      25,045    24,737
                                                    ==========   ========  ==========  ========
Net income (loss) per share - basic.............    $   (1.35)   $   0.06  $   (1.33)  $   0.16
                                                    ==========   ========  ==========  ========
Net income (loss) per share - diluted...........    $   (1.35)   $   0.06  $   (1.33)  $   0.16
                                                    ==========   ========  ==========  ========
</TABLE>


4 - BUSINESS DISPOSITION

On May 2, 2000, the Company sold substantially all the assets of Technology
Management Resources, Inc. ("TMR"), a wholly owned subsidiary of the Company,
for a price of $9,675,000 in cash plus the assumption of certain liabilities,
and realized a gain of approximately $1,400,000. The Company retained
approximately $1,500,000 in working capital of TMR which was not included in the
transaction. Of the proceeds from the sale, the Company used $7,000,000 to repay
a loan obtained for the Global Services, Inc. acquisition and $1,000,000 to
permanently reduce the outstanding balance under the credit facility.

5 - SEGMENT INFORMATION

Beginning with the second quarter of fiscal 2001, the Company operated two
business segments as a result of the strategic business decisions discussed
above in Note 2. The two business segments are 1) Core Operations - information
technology management, which consists of professional services, consulting,
outsourcing and enterprise resource planning (ERP); 2) Non-core Operations -
consisting of hardware and specialty software sales and computer leasing.
Accordingly, the Company is presenting the following segment information related
to the two business segments as follows (in thousands):

<TABLE>
<CAPTION>
                                                     THREE MONTHS ENDED
                                                      OCTOBER 31, 2000
                                              ----------------------------------
                                                 CORE      NON-CORE     TOTAL
                                              OPERATIONS  OPERATIONS  OPERATIONS
                                              ----------  ----------  ----------
<S>                                            <C>         <C>         <C>
Revenue ....................................   $ 30,815    $  2,250    $ 33,065
Cost of services ...........................     21,616       1,895      23,511
                                               --------    --------    --------
  Gross profit .............................      9,199         355       9,554
Selling, general and administrative expenses      5,336       1,502       6,838
Corporate expenses .........................         --          --       3,016
Impairment and other charges ...............     29,747       8,920      38,667
                                               --------    --------    --------
Income (loss) from operations ..............   $(25,884)   $(10,067)   $(38,967)
                                               ========    ========    ========
</TABLE>



                                       6
<PAGE>   8
<TABLE>
<CAPTION>
                                                      THREE MONTHS ENDED
                                                       OCTOBER 31, 1999
                                              ----------------------------------
                                                 CORE      NON-CORE     TOTAL
                                              OPERATIONS  OPERATIONS  OPERATIONS
                                              ----------  ----------  ----------
<S>                                            <C>         <C>         <C>
Revenue....................................... $ 40,290    $  3,036    $ 33,065
Cost of services..............................   28,311       2,178      23,511
                                               --------    --------    --------
  Gross profit................................   11,979         858      12,837
Selling, general and administrative expenses..    6,546         914       7,460
Corporate expenses............................       --          --       1,921
                                               --------    --------    --------
Income (loss) from operations................. $  5,433    $    (56)   $  3,456
                                               ========    ========    ========
</TABLE>

<TABLE>
<CAPTION>
                                                       SIX MONTHS ENDED
                                                       OCTOBER 31, 2000
                                              ----------------------------------
                                                 CORE      NON-CORE     TOTAL
                                              OPERATIONS  OPERATIONS  OPERATIONS
                                              ----------  ----------  ----------
<S>                                            <C>         <C>         <C>
Revenue....................................... $ 63,447    $  5,563    $ 69,010
Cost of services..............................   44,557       4,662      49,219
                                               --------    --------    --------
  Gross profit................................   18,890         901      19,791
Selling, general and administrative expenses..   10,926       2,024      12,950
Corporate expenses............................       --          --       6,509
Impairment and other charges..................   29,747       8,920      38,667
                                               --------    --------    --------
Income (loss) from operations................. $(21,783)   $(10,043)   $(38,335)
                                               ========    ========    ========
</TABLE>


<TABLE>
<CAPTION>
                                                       SIX MONTHS ENDED
                                                       OCTOBER 31, 1999
                                              ----------------------------------
                                                 CORE      NON-CORE     TOTAL
                                              OPERATIONS  OPERATIONS  OPERATIONS
                                              ----------  ----------  ----------
<S>                                            <C>         <C>         <C>
Revenue....................................... $ 80,705    $  6,589    $ 87,294
Cost of services..............................   56,375       4,577      60,952
                                               --------    --------    --------
  Gross profit................................   24,330       2,012      26,342
Selling, general and administrative expenses..   13,060       1,421      14,481
Corporate expenses............................       --          --       3,579
                                               --------    --------    --------
Income from operations........................ $ 11,270    $    591    $  8,282
                                               ========    ========    ========
</TABLE>


The following sets forth the assets and liabilities of the non-core operations
(in thousands):

<TABLE>
<CAPTION>
                                            AS OF
                                         OCTOBER 31,
                                     -------------------
                                       2000        1999
                                     -------     -------
<S>                                  <C>         <C>
Investment in leasing activities...  $19,186     $21,171
Other assets.......................      796       8,505
                                     -------     -------
  Total assets.....................  $19,982     $29,676
                                     =======     =======
Nonrecourse debt...................  $19,186     $16,415
Other liabilities..................      796         831
Equity.............................    3,919      12,430
                                     -------     -------
  Total liabilities and equity.....  $19,982     $29,676
                                     =======     =======
</TABLE>






                                       7
<PAGE>   9

6 - OTHER EVENTS

On April 14, 2000, The Nasdaq Stock Market ("Nasdaq") suspended trading in the
Company's common stock following the Company's announcement of its intention to
restate its financial statements for certain prior fiscal periods. On May 26,
2000, the Nasdaq staff notified the Company of its initial determination to
delist the Company's common stock. On June 1, 2000, the Company requested that a
Nasdaq Listing Qualification Panel (the "Nasdaq Panel") review the determination
of the Nasdaq staff, which stayed the delisting pending a decision by the Nasdaq
Panel. On August 17, 2000, the Nasdaq Panel issued its decision to delist the
Company's common stock. The delisting was effective the next day. On August 30,
2000, the Company requested that the Nasdaq Listing and Hearing Review Council
(the "Nasdaq Council") review the decision of the Nasdaq Panel. On November 22,
2000, the Nasdaq Council reversed the decision of the Nasdaq Panel and remanded
the matter to the Nasdaq staff to determine whether the Company's common stock
may again be listed on Nasdaq. In its decision, the Nasdaq Council noted that
the Company's common stock does not meet the minimum bid price of $1.00 per
share required by Nasdaq. The Nasdaq Council granted the Company a 90-day period
in which to achieve a minimum $1.00 bid price and to demonstrate its compliance
with all other continued listing requirements of Nasdaq. The Nasdaq Council
instructed the Nasdaq staff to conduct a full initial inclusion review of the
Company and to include the Company's common stock on Nasdaq if the Company is
able to demonstrate compliance with all applicable listing requirements and if
there are no adverse developments justifying the denial of listing. The Company
is taking steps to meet Nasdaq's listing requirements with the objective of
having its common stock listed on Nasdaq once again.

Effective as of September 1, 2000, Ben C. Bryant, Jr. resigned from all of his
positions with the Company, including as a director, the Chairman of the Board,
and an employee of the Company. Effective the same date, the Company's board of
directors elected Jack R. Blair, a current outside director of the Company, to
serve as the non-executive Chairman of the Board of the Company.

7 - SUBSEQUENT EVENTS

On November 30, 2000, the Company sold substantially all of the assets of Proven
Technology, Inc., a wholly owned subsidiary of the Company, and the Global
Services business unit of PRI for a combined price of 60,000 shares of common
stock, par value $.01 per share, of the Company plus the assumption of certain
liabilities, and recognized a loss of approximately $1.0 million. The shares of
common stock obtained by the Company will be held in treasury for future use.




                                       8
<PAGE>   10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

RESULTS OF OPERATIONS

CAUTIONARY STATEMENT UNDER THE "SAFE-HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995 INCLUDED IN THIS REPORT AND OTHER
INFORMATION PRESENTED BY MANAGEMENT FROM TIME TO TIME, INCLUDING, BUT NOT
LIMITED TO, ANNUAL REPORTS TO SHAREHOLDERS, QUARTERLY SHAREHOLDER LETTERS,
FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, NEWS RELEASES, ANALYST'S
CONFERENCE CALLS AND INVESTOR PRESENTATIONS, ARE FORWARD-LOOKING STATEMENTS
ABOUT BUSINESS STRATEGIES, MARKET POTENTIAL, FUTURE FINANCIAL PERFORMANCE AND
OTHER MATTERS WHICH REFLECT MANAGEMENT'S EXPECTATIONS AS OF THE DATE MADE.
WITHOUT LIMITING THE FOREGOING, THE WORDS "BELIEVES," "ANTICIPATES," "PLANS,"
"EXPECTS," "SEEKS" AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY
FORWARD-LOOKING STATEMENTS. FUTURE EVENTS AND THE COMPANY'S ACTUAL RESULTS COULD
DIFFER MATERIALLY FROM THE RESULTS REFLECTED THAT COULD CAUSE THE COMPANY'S
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE INDICATED BY SUCH FORWARD-LOOKING
STATEMENTS. THESE FACTORS INCLUDE, WITHOUT LIMITATION, THE COMPANY'S ABILITY TO
ATTRACT, DEVELOP AND RETAIN QUALIFIED CONSULTANTS, THE COMPANY'S ABILITY TO
EFFECTIVELY IDENTIFY, MANAGE AND INTEGRATE ACQUISITIONS, CHANGES IN CONSULTANT
UTILIZATION AND PRODUCTIVITY RATES, THE COMPANY'S ABILITY TO ACQUIRE OR DEVELOP
ADDITIONAL SERVICE OFFERINGS, CLIENT DECISIONS TO REDUCE OR INCREASE IT SERVICES
OUTSOURCING, EARLY TERMINATION OF CLIENT CONTRACTS WITHOUT PENALTY, CHANGES IN
THE COMPANY'S DEPENDENCE ON SIGNIFICANT CLIENTS, CHANGES IN GROSS MARGINS DUE TO
A VARIETY OF FACTORS (INCLUDING INCREASED WAGE AND BENEFIT COSTS THAT ARE NOT
OFFSET BY BILL RATE INCREASES), THE TYPES OF SERVICES PERFORMED BY THE COMPANY
DURING A PARTICULAR PERIOD AND COMPETITION. PLEASE REFER TO A DISCUSSION OF
THESE AND OTHER FACTORS IN THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE
FISCAL YEAR ENDED APRIL 30, 2000, AND OTHER SECURITIES AND EXCHANGE COMMISSION
FILINGS. THE COMPANY DISCLAIMS ANY INTENT OR OBLIGATION TO UPDATE PUBLICLY
THESE FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE
EVENTS OR OTHERWISE.

THE FOLLOWING SHOULD BE READ IN CONJUNCTION WITH THE CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES THERETO INCLUDED ELSEWHERE IN THIS REPORT. THE COMPANY'S
FISCAL YEAR ENDS ON APRIL 30.

OVERVIEW

SCB Computer Technology, Inc. (the "Company") is a leading provider of
information technology ("IT") management and technical services to commercial
enterprises, including a number of Fortune 500 companies, and to state and local
governments. The Company's services primarily consist of the following product
lines (1) PROFESSIONAL SERVICES, which includes providing skilled IT staff on an
as-needed basis; (2) CONSULTING, which entails evaluation, design and
re-engineering of computer systems, management, quality assurance and technical
directions for IT projects, network planning and implementation, and functional
expertise and training; (3) OUTSOURCING, which involves system development and
integration, maintenance, data center management, help desk and technical
services; and (4) ENTERPRISE RESOURCE PLANNING ("ERP" and a consulting service
unit), which consists of planning and evaluating, system analysis and
administration, implementation and functional support. Please refer to the
Company's fiscal year 2000 Form 10-K for a full description of services.

The Company has eight regional offices and eleven sales offices. The Company has
more than 900 consultants (over 85% of which are employees of the Company) that
work in all aspects of information technology.

SCB's clients operate in a wide variety of industries including manufacturing,
distribution, communication, hospitality, financial services, transportation,
utilities, health care, state government and local government. The



                                       9
<PAGE>   11

Company emphasizes long-term relationships with its clients rather than one-time
projects. During the last twelve months, the Company has performed projects for
over 150 clients.

IT services are primarily provided by the Company through supplemental IT
services arrangements, consulting services contracts and through project
outsourcing. Substantially all services are billed on a time and materials
basis. During the six months ended October 31, 2001, the Company estimates that
professional staffing accounted for 57% of revenues, outsourcing for 22% of
revenues and consulting for 21% of revenues. During the quarter ended October
31, 2000, the Company estimates that professional staffing accounted for 60% of
revenues, outsourcing for 23% of revenues and consulting for 17% of revenues.

Between October 31, 1999 and October 31, 2000, the number of full-time
consultants decreased from approximately 1150 (including 100 in the TMR unit) to
approximately 900. The focus for revenue growth for the remainder of fiscal 2001
will be primarily from increases in the number of consultants placed with
existing and new clients.

The Company's past financial performance should not be relied on as an
indication of future performance. Period-to-period comparisons of the Company's
financial results are not necessarily meaningful indicators of future
performance.

RESULTS FROM OPERATIONS - QUARTER ENDED OCTOBER 31, 2000 COMPARED TO OCTOBER 31,
1999

Initially, the Company believed the evaluation and related strategic business
decisions discussed in Note 2 qualified for "discontinued operations" accounting
treatment. After further research and analysis of the operations, the Company
determined that the operations did not qualify for discontinued operations
accounting treatment. Therefore, the Company has restated its second quarter and
year to date results for fiscal 2001 and 2000 to reclassify the loss from
discontinued operations to income (loss) from operations. This reclassification
did not impact the amount or per-share amounts of net income previously
reported.

The Company's operating results include core operations and results from
operations that will be disposed of or discontinued (non-core operations). For
the quarter the overall results saw revenue decrease to $33.1 million from $43.3
million. Including special charges, net income for the quarter was a loss of
$33.8 million or $1.35 per share compared to a net income of $1.5 million or
$0.06 per share for the quarter ended October 31, 1999.

CORE OPERATIONS

Revenue decreased from $40.3 million for the quarter ended October 31, 1999 to
$30.8 million for the quarter ended October 31, 2000, a decrease of 23.5%.
Revenue from consulting decreased $10.6 million in the quarter. $1.9 million of
the consulting revenue decrease in the quarter resulted from the sale of the TMR
business unit, and an additional $1.9 million resulted from the conclusion of
Y2K consulting projects in fiscal 2000. In professional staffing, revenue
decreased $1.0 million for the quarter due to a 2.9% decrease in average billing
rates and an approximate 2.0% decrease in headcount. Revenue from outsourcing
increased $2.2 million for the quarter.

Operating profit at the operating unit level decreased from $4.8 million for the
quarter ended October 31, 1999 to $3.1 million for the quarter ended October 31,
2000, a decrease of 35.4%. The majority of the decrease in operating income is a
result of the decreased revenue discussed above. The operating profit for
consulting (primarily in the ERP business unit) decreased $2.1 million for the
quarter versus the same quarter in fiscal 2000.

NON-CORE OPERATIONS

Non-core operations consist of operating units whose primary business is
hardware and specialty software sales and leasing of computer equipment.
Revenues for these operations decreased to $2.2 million for the quarter ended
October 31, 2000 from $3.0 million for the quarter ended October 31, 1999, a
decrease of 26.7%. Revenue from hardware sales decreased $1.1 million to $0.5
million in the quarter. Revenue of $1.7 million from leasing activities
increased $0.3 million over the same quarter last year.



                                       10
<PAGE>   12

Operating profit from these units was a loss of $1.1 million for the October 31,
2000 quarter compared to an operating loss of $0.1 million for the quarter ended
October 31, 1999.

On November 10, 2000 the Company agreed to sell the assets of its hardware sales
units to the former owner of one of the units. The closing of the sale occurred
on November 30, 2000. As a result of this sale the Company accrued a loss on the
sale of $1.0 million for these units.

Additionally, during the quarter the Company decided to wind down the operations
of the specialty software subsidiary and the leasing subsidiary.

CORPORATE COSTS

Corporate costs increased $0.9 million from $2.1 million for the quarter ended
October 31, 1999 to $3.0 million for the quarter ended October 31, 2000.
Increased depreciation, rent and amortization represent 65% of the increased
corporate costs for the quarter. The remaining 35% of the increase is for
temporary staff and professional fees relating to the audit committee review and
shareholder litigation.

INTEREST COSTS

Interest expense increased from $839,000 for the quarter ended October 31, 1999
to $878,000 for the quarter ended October 31, 2000, a 5% increase. The increase
is due primarily to an increase in interest rates.

TAX RATE

The effective tax rate for the quarter ended October 31,2000 is a tax benefit of
16% (the historical effective tax rate less a valuation reserve of approximately
$6.0 million) compared to an effective tax rate of 40% for the quarter ended
October 31, 1999.

RESULTS FROM OPERATIONS - SIX MONTH ENDED OCTOBER 31, 2000 COMPARED TO OCTOBER
31, 1999

For the six months ended October 31, 2000 the combined operations (core and
other) revenue decreased to $69.0 million from $87.3 million for the six months
ended October 31, 1999. Including special charges, net income for the six months
ended October 31, 2000 was a loss of $33.2 million, or $1.33 per share compared
to a net income of $3.9 million or $0.16 per share for the six month period
ended October 31, 1999.

CORE OPERATIONS

For the first six months of fiscal 2001, revenue decreased from $80.7 million
for the first six months of fiscal 2000 to $63.4 million, a decrease of 21.4%.
Revenue from consulting decreased $19.0 million for the six months. $3.6 million
of the consulting revenue decrease of the six months resulted from the sale of
the TMR business unit, and an additional $5.7 million of the decrease resulted
from conclusion of Y2K consulting projects in fiscal 2000. $1.7 million of the
revenue decrease for the six months was due to a 2.9% decrease in average
billing rates and an approximate 2.0% decrease in headcount in our professional
staffing. Revenue from outsourcing increased $3.5 million for the six months.

Operating profit decreased for the six months of fiscal 2001 from $10.7 million
for the first six months of fiscal 2000 to $6.4 million, a decrease of 40.2%.
The majority of the operating profit decrease is due to the decrease in revenues
discussed above combined with lower utilization in the consulting practice.
Operating profit for consulting decreased $3.2 million for the six-month period.
For the six-month period, operating profit in Professional Staffing decreased
$0.8 million, and outsourcing decreased $0.3 million over the same six-month
period last year.




                                       11
<PAGE>   13

NON-CORE OPERATIONS

Revenues for the six months ended October 31, 2000 from non-core operations
decreased to $5.6 million from $6.6 million for the six month period ended
October 31, 1999. Revenues from the leasing company increased to $3.6 million
from $2.8 million. Revenues from hardware sales decreased to $2.0 million from
$3.8 million for the same six month period last year.

Operating profit from these operations for the six month period was a loss of
$1.1 million compared to a net income of $0.6 million for the same six month
period last year. Operating income from the leasing company of $0.0 million
compares with $0.5 million for the same period last year due to an allowance for
doubtful accounts on certain leases. Operating income from hardware sales for
the six month period ended October 31, 2000 was a loss of $1.4 million compared
to a loss of $0.4 million for the same six month period last year.

CORPORATE COSTS

Corporate costs increased $2.1 million from the $4.4 million for the six months
ended October 31, 1999 to $6.5 million for the six-month period ended October
31, 2000. Increased depreciation, rent and amortization represent 45% of the
increased corporate costs for the six months. The remaining 55% of the corporate
cost increase is for professional fees ($0.2 million) relating to the audit
committee review and shareholder litigation; the corporate e-strategy office
($0.3 million) whose personnel have subsequently been disbursed to the various
operating units; increased group insurance costs ($0.2 million); temporary
staffing ($0.1 million); and inflation ($0.3 million).

INTEREST COST

Interest expense increased from $1.3 million for the six months ended October
31, 1999 to $1.7 million for the six months ended October 31, 2000. The increase
is due primarily to an increase in interest rates.

TAX RATE

The effective tax rate for the six months ended October 31,2000 is a tax benefit
of 15% (the historical effective tax rate less a valuation reserve of
approximately $6.0 million) compares to an effective tax rate of 40% for six
months ended October 31, 1999.

IMPAIRMENT AND OTHER CHARGES

During the quarter ended October 31, 2000, the Company recorded certain charges
of $38.7 million against operations. The specifics of the charges are as
follows:

         -        Impairment Charges - In accordance with Statement of Financial
                  Accounting Standards - 121 - Accounting for the Impairment of
                  Long-Lived Assets and for Long-Lived Assets to Be Disposed Of
                  - the Company performed an extensive analysis of the carrying
                  value of goodwill previously recorded. The Company's
                  conclusion is the cash flows will not cover the amortization
                  of the long-lived assets. Accordingly, the Company recorded an
                  impairment charge of $30.4 million for previously recorded
                  goodwill.

                  In addition the Company evaluated its investment in leasing
                  activities, specifically residual values. The Company's
                  conclusion is that the residual values recorded are impaired
                  and as a result a $4.1 million impairment for lease residuals
                  was recorded.

         -        Severance - The Company recorded a charge of $1.9 million.
                  $0.8 million of this charge is to cover severance costs of two
                  former executive officers and $1.0 million is to cover
                  employment-related expenses from the reduction in operations
                  at several locations; and $0.1 million is to cover the cost
                  for the Company of other unusual employment-related costs.



                                       12
<PAGE>   14

         -        Lease Termination Costs - During the quarter, the Company
                  entered into agreements on three operating leases resulting in
                  a $0.9 million charge (these costs are recorded on the loss on
                  disposal of assets category). In one lease, the Company will
                  incur a $0.1 million lease termination fee. In two locations,
                  the Company abandoned leasehold improvements and equipment,
                  totaling $0.8 million, as a result the Company reduced its
                  leased space by approximately 66%. In the location where a
                  lease termination fee was paid, the property was under
                  long-term lease, was rarely used and the Company settled its
                  total obligation for 25% of the total contracted rent amount.

RELIANCE UPON SIGNIFICANT CUSTOMERS

For the quarter ended October 31, 2000 the Company's five largest customers
accounted for 48% of revenue, an increase from 42% for the quarter ended October
31, 1999. The five largest customers' revenue for the six-month period increased
from 41% for the period ended October 31, 1999 to 46% for the period ended
October 31, 2000. Four of the five largest customers were the same for each
period. In the Company's outsourcing business units, one customer accounted for
58% of revenues for the quarter ended October 31, 1999, but had decreased to 51%
of revenue for the quarter ended October 31, 2000. For the six-month period
ended in 1999 and 2000, the one outsourcing customer had decreased from 59% to
52% of revenue, respectively.

LIQUIDITY AND CAPITAL RESOURCES

Currently, the Company has limited availability under its line of credit.
Accordingly, the Company's liquidity is dependent upon operating cash flows. The
Company funds its operations primarily from cash generated by operations. The
Company's operating activities provided net cash of approximately $2.2 million
for the first six months of fiscal 2001 and used net cash of $0.7 million for
the first six months of 2000.

In the first six months of fiscal 2001, the Company made $1.1 million in capital
expenditures, a decrease of $3.8 million from the first six months of fiscal
2000. The majority of capital expenditures in fiscal 2001 were for internal use.
The Company received $9.0 million from the sale of the TMR business unit.

The Company has four forms of debt. First, the Company has two revolving lines
of credit that had approximately $28.5 million outstanding at October 31, 2000,
a decrease from $30.2 million at April 30, 2000. Second, the Company has a term
loan that had approximately $8.6 million outstanding at October 31, 2000, a
decrease from approximately $10.3 million at April 30, 2000. Third, the Company
has non-recourse debt (associated with the Company's investment in leasing
activities) that had approximately $14.9 million outstanding at October 31,
2000, a decrease from approximately $20.4 million at April 30, 2000. Fourth, the
Company has miscellaneous other term loans and short-term debt that totaled
approximately $1.7 million at October 31, 2000, a decrease from approximately
$10.4 million at April 30, 2000.

The decrease in the revolving line of credit came through the payment of an
income tax refund. The decreases in the term loan and non-recourse debt came
through normal operating activities. The decrease in the miscellaneous other
term loans and short-term debt came from normal operating activities and $7.0
million from the proceeds of the sale of the TMR unit. The Company has reduced
its debt by $17.8 million (or 25%) since April 30, 2000.

The Company's primary revolving line of credit (currently $23.6 million, of
which $23.5 million is outstanding) and term loan bear interest at a rate equal
to LIBOR (6.75% at October 31, 2000) plus a spread (currently 4.0%). The
Company's other line of credit with another commercial bank bears interest at
prime (9.5% at October 31, 2000) plus 2.0%. The non-recourse debt bears interest
at rates ranging from 6.2% to 14.0%.

Both of the Company's lines of credit were renewed December 15, 2000. One of the
renewed lines of credit matures on June 15, 2001, and the other on April 30,
2001. The term loan matures on July 1, 2002. The non-recourse debt and
miscellaneous other term debt have varying maturity dates. On December 1, 2000,
the Company's principal lender waived the Company's prior non-compliance with
certain financial covenants.



                                       13
<PAGE>   15

On August 11, 2000, the Company obtained a $2.5 million short-term loan from the
bank. The Company repaid the $2.5 million loan on September 12, 2000.

On May 2, 2000, the Company sold substantially all the assets of the TMR
business unit for a price of $9,675,000 in cash, plus the assumption of certain
liabilities. The Company retained approximately $1,500,000 in working capital of
TMR that was not included in the transaction. Of the proceeds from the sale, the
Company used $7,000,000 to repay a loan obtained for the Global Services, Inc.
acquisition and $1,000,000 to permanently reduce the outstanding balance under
the credit facility.

On November 30, 2000, the Company sold substantially all of the assets of Proven
Technology, Inc., a wholly owned subsidiary of the Company, and the Global
Services business unit of PRI for a combined price of 60,000 shares of common
stock, par value $.01 per share, of the Company plus the assumption of certain
liabilities, and recognized a loss of approximately $1.0 million. The shares of
common stock obtained by the Company will be held in treasury for future use.

NEW ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards No. 133 (SFAS No. 133), Accounting for
Derivative Instruments and Hedging Activities. The new statement requires all
derivatives to be recorded on the balance sheet at fair value and establishes
new accounting rules for hedging instruments. In June 1999, the FASB deferred
the effective date of SFAS No. 133 for one year until fiscal years beginning
after June 15, 2000. The Company does not expect the application of this
standard to have a material effect on the consolidated financial statements.

In March 2000, the FASB issued Interpretation No. 44, Accounting for Certain
Transactions involving Stock Compensation, (an interpretation of APB Opinion No.
25). The new interpretation clarifies treatment of stock option award
modifications as well as certain definitions of APB No. 25. This Interpretation
is effective July 1, 2000, but certain conclusions in this Interpretation cover
specific events that occur after December 15, 1998, or January 12, 2000. To the
extent that this Interpretation covers events occurring during the period after
December 15, 1998, or January 12, 2000, but before the effective date of July 1,
2000, the effects of applying this Interpretation are recognized on a
prospective basis from July 1, 2000. The application of this interpretation did
not have a material effect on the consolidated financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

The Company's primary market risks include fluctuations in interest rates and
variability in interest rate spread relationships (i.e., prime or LIBOR
spreads). Substantially all of the Company's $38.3 million in outstanding
recourse debt at October 31, 2000, relates to the credit facility with a
commercial bank. Interest on the outstanding balance is charged based on a
variable rate related to the LIBOR rate. The rate is incremented for margins in
the form of fluctuations in interest rates. The effect of a hypothetical one
percentage point increase across all maturities of variable rate debt would
result in an increase of approximately $383,000 in pre-tax net loss assuming no
further changes in the amount of borrowings subject to variable rate interest
from amounts outstanding at October 31, 2000. The Company does not trade in
derivative financial instruments.




                                       14
<PAGE>   16

                                     PART II

ITEM 1.  LEGAL PROCEEDINGS

The Company, certain of its former and current directors and officers, and Ernst
& Young LLP, the Company's former independent auditor, are defendants in a
class-action lawsuit styled In re SCB Computer Technology, Inc. Securities
Litigation which is pending in the United States District Court for the Western
District of Tennessee. The suit generally alleges that the defendants violated
federal securities laws by making false and misleading statements regarding the
Company's financial results and financial statements, which artificially
inflated the market price of the Company's common stock and caused the
plaintiffs and other class members to purchase the Company's common stock at
such inflated prices. The plaintiffs seek unspecified monetary damages for a
plaintiff class consisting of all persons who purchased the Company's common
stock during the period between November 19, 1997, and April 14, 2000, other
than the Company's directors and officers and related persons. The Company and
other defendants have filed motions to dismiss the suit, and a hearing on these
motions is scheduled for December 29, 2000. As of the date hereof, the Company
is unable to predict the outcome of the litigation and its ultimate effect, if
any, on the Company's consolidated financial condition and results of
operations.

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

On October 18, 2000, the Company held its 2000 Annual Meeting of Shareholders.
At the Annual Meeting, the shareholders of the Company elected the following
persons to serve as directors for a term of one year, with the numbers of votes
cast for or withheld as set forth opposite their names:

<TABLE>
<CAPTION>
                                              VOTES
                               ------------------------------------
                                                       WITHHOLDING
                                   FOR                  AUTHORITY
                               ------------------------------------
<S>                             <C>                    <C>
Jack R. Blair.................  19,170,736               865,472

George E. Cates...............  19,506,768               529,440

T. Scott Cobb.................  19,618,412               417,796

James E. Harwood..............  19,100,151               936,057

Robert G. McEniry.............  19,769,027               267,181
</TABLE>

The shareholders of the Company also voted on the ratification of BDO Seidman,
LLP as the independent public accountants of the Company for the fiscal year
ending April 30, 2001, with the following numbers of votes for, against or
abstaining:

<TABLE>
<CAPTION>
                                        VOTES
            ---------------------------------------------------------
                FOR                     AGAINST              ABSTAIN
             --------------------------------------------------------
<S>                                     <C>                   <C>
            19,969,693                  43,531                22,984
</TABLE>


ITEM 5. OTHER INFORMATION

NASDAQ

On April 14, 2000, The Nasdaq Stock Market ("Nasdaq") suspended trading in the
Company's common stock following the Company's announcement of its intention to
restate its financial statements for certain prior fiscal periods. On May 26,
2000, the Nasdaq staff notified the Company of its initial determination to
delist the



                                       15
<PAGE>   17

Company's common stock. On June 1, 2000, the Company requested that a Nasdaq
Listing Qualification Panel (the "Nasdaq Panel") review the determination of the
Nasdaq staff, which stayed the delisting pending a decision by the Nasdaq Panel.
On August 17, 2000, the Nasdaq Panel issued its decision to delist the Company's
common stock. The delisting was effective the next day. On August 30, 2000, the
Company requested that the Nasdaq Listing and Hearing Review Council (the
"Nasdaq Council") review the decision of the Nasdaq Panel. On November 22, 2000,
the Nasdaq Council reversed the decision of the Nasdaq Panel and remanded the
matter to the Nasdaq staff to determine whether the Company's common stock may
again be listed on Nasdaq. In its decision, the Nasdaq Council noted that the
Company's common stock does not meet the minimum bid price of $1.00 per share
required by Nasdaq. The Nasdaq Council granted the Company a 90-day period in
which to achieve a minimum $1.00 bid price and to demonstrate its compliance
with all other continued listing requirements of Nasdaq. The Nasdaq Council
instructed the Nasdaq staff to conduct a full initial inclusion review of the
Company and to include the Company's common stock on Nasdaq if the Company is
able to demonstrate compliance with all applicable listing requirements and if
there are no adverse developments justifying the denial of listing. The Company
is taking steps to meet Nasdaq's listing requirements with the objective of
having its common stock listed on Nasdaq once again.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (A) EXHIBITS

          The exhibits listed in the Exhibit Index following the signature page
of this report are filed as part of this report.

         (B) REPORTS ON FORM 8-K

         On September 1, 2000, the Company filed with the Securities and
Exchange Commission a current report on Form 8-K relating to the issuance of a
press release on August 31, 2000, announcing the Company's unaudited financial
results for the fiscal quarter ended July 31, 2000, the election of Jack R.
Blair as the non-executive Chairman of the Board of the Company effective as of
September 1, 2000, and the retirement of Ben C. Bryant, Jr. from all of his
positions with the Company (including as a director) also effective as of
September 1, 2000.




                                       16
<PAGE>   18

                                    SIGNATURE

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.


                                    SCB COMPUTER TECHNOLOGY, INC.



Date: March 19, 2001                By: /s/ Michael J. Boling
                                        ----------------------------------------
                                        Michael J. Boling
                                        Executive Vice President and
                                        Chief Financial Officer




                                       17
<PAGE>   19

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
      EXHIBIT
      NUMBERS                      DESCRIPTION OF EXHIBITS

<S>               <C>
         2.1      Asset Purchase Agreement dated as of November 30, 2000, among
                  Proven Technology, Inc., Proven Technology LLC, and for
                  certain limited purposes, the Company, John Severini, Barbara
                  Severini, and Twenty Keyland Corp. The exhibits to this
                  document have been omitted from this filing. The Company will
                  furnish, as supplementary information, copies of the omitted
                  materials to the Securities and Exchange Commission upon
                  request.

         2.2      Asset Purchase Agreement dated as of November 30, 2000, among
                  Partners Resources, Inc., PTI Innovations, Inc., and for
                  certain limited purposes, the Company and John Severini. The
                  exhibits to this document have been omitted from this filing.
                  The Company will furnish, as supplementary information, copies
                  of the omitted materials to the Securities and Exchange
                  Commission upon request.
</TABLE>