<PAGE>

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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------
                                    FORM 10-Q


 [X]   Quarterly report pursuant to Section 13 or 15(d) of the Securities
       Exchange Act of 1934
       For the quarter ended December 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 number 0-27798

                        WORKGROUP TECHNOLOGY CORPORATION
             (Exact name of registrant as specified in its charter)


             Delaware                                   04-3153644
   (State or other jurisdiction            (I.R.S. Employer Identification No.)
  of incorporation or organization)


91 Hartwell Avenue, Lexington, Massachusetts                   02421
  (Address of principal executive offices)                   (Zip code)


       Registrant's telephone number, including area code: (781) 674-2000

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes   X      No______
   ------



Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.

            Class                        Outstanding at January 29, 2000
   ----------------------------          -------------------------------
   Common Stock, $.01 par value                    1,883,221

 -----------------------------------------------------------------------------
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<PAGE>

                        WORKGROUP TECHNOLOGY CORPORATION
                                      Index

<TABLE>
<CAPTION>

                                                                    Page(s)
                                                                    -------
<S>                                                                 <C>
Part I.  Financial Information:

     Item 1.    Condensed Consolidated Balance Sheets
                    at December 31, 2000 and March 31, 2000          2

                Consolidated Statements of Operations for the
                    three and nine month periods ended
                    December 31, 2000 and 1999                       3

                Consolidated Statements of Cash Flows for the
                    nine month periods ended
                    December 31, 2000 and 1999                       4

                Notes to Consolidated Financial Statements           5-6


     Item 2.    Management's Discussion and Analysis of Financial
                    Condition and Results of Operations              7-11


Part II.        Other Information:

     Item 1.    Legal Proceedings                                    12

     Item 4.    Submission of Matters to a Vote of Security Holders  12

     Item 5.    Other Information                                    12

     Item 6.    Exhibits and Reports on Form 8-K                     13


Signatures                                                           14
</TABLE>
<PAGE>

                       WORKGROUP TECHNOLOGY CORPORATION
                     Condensed Consolidated Balance Sheets
                                (in thousands)

<TABLE>
<CAPTION>
                                                     December 31,   March 31,
                                                        2000          2000
                                                     (unaudited)
<S>                                                 <C>            <C>
Assets
--------------------------------------------------------------------------------
Current assets:
      Cash and cash equivalents                       $  8,335        $ 12,406
      Accounts receivable, net                             493             763
      Prepaid expenses and other current assets            112             209
                                                     ---------       ---------
             Total current assets                        8,940          13,378
                                                     ---------       ---------

Property and equipment, net                                857             696
                                                     ---------       ---------
                                                      $  9,797        $ 14,074
                                                     =========       =========


Liabilities and Stockholders' Equity
-----------------------------------------------------------------------------
Current liabilities:
      Accounts payable                                $    686        $     53
      Accrued expenses                                     728           1,072
      Accrued royalties                                    173              50
      Deferred revenue                                   1,742           2,496
                                                     ---------       ---------
             Total current liabilities                   3,329           3,671
                                                     ---------       ---------

Stockholders' equity:
      Common stock                                          22              22
      Additional paid-in capital                        44,476          44,471
      Treasury stock                                    (1,679)         (1,361)
      Accumulated deficit                              (36,351)        (32,729)
                                                     ---------       ---------
             Total stockholders' equity                  6,468          10,403
                                                     ---------       ---------
                                                      $  9,797        $ 14,074
                                                     =========       =========
</TABLE>


The accompanying notes are an integral part of the consolidated financial
statements.

                                       2
<PAGE>

                       WORKGROUP TECHNOLOGY CORPORATION
                     Consolidated Statements of Operations
                     (in thousands, except per share data)

<TABLE>
<CAPTION>
                                    Three months ended      Nine months ended
                                        December 31,           December 31,
                                    2000         1999       2000         1999
                                        (unaudited)            (unaudited)
-------------------------------------------------------------------------------
<S>                                <C>       <C>           <C>          <C>
Revenue
  Software licenses                $   319     $   515     $   970      $ 1,515
  Maintenance and services           1,471       1,395       4,430        4,391
                                   -------     -------     -------      -------
      Total revenue                  1,790       1,910       5,400        5,906

Cost of revenue
  Cost of software licenses             82         137         227          521
  Cost of maintenance and services     768         759       1,918        2,288
                                   -------     -------     -------      -------
      Total cost of revenue            850         896       2,145        2,809
                                   -------     -------     -------      -------
Gross profit                           940       1,014       3,255        3,097

Operating expenses
  Selling and marketing                949       1,065       2,279        4,811
  Research and development           1,055       1,264       3,298        4,437
  General and administrative           614         533       1,768        1,550
  Restructuring and other related
    charges                              0       1,303           0        1,303
                                   -------     -------     -------      -------
      Total operating expenses       2,618       4,165       7,345       12,101
                                   -------     -------     -------      -------
Loss from operations                (1,678)     (3,151)     (4,090)      (9,004)

Interest and other income, net         140         155         468          676
                                   -------     -------     -------      -------

Net loss                           $(1,538)    $(2,996)    $(3,622)     $(8,328)
                                   =======     =======     =======      =======

Basic and diluted net loss per
    common share                   $ (0.80)    $ (1.49)    $ (1.84)     $ (4.16)
                                   =======     =======     =======      =======

Weighted average basic and diluted
  shares outstanding                 1,915       2,008       1,967        2,000
                                   =======     =======     =======      =======
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

                                       3

<PAGE>
                        WORKGROUP TECHNOLOGY CORPORATION
                      Consolidated Statements of Cash Flows
                                 (in thousands)
<TABLE>
<CAPTION>
                                                               Nine months
                                                            ended December 31,
                                                            2000         1999
                                                               (unaudited)
-------------------------------------------------------------------------------
<S>                                                    <C>         <C>
Cash flows from operating activities:
       Net loss                                          $ (3,622)     $ (8,328)
       Adjustments to reconcile net loss to net cash
             used in operating activities:
          Depreciation and amortization                       435           637
          Loss on disposal of property and equipment            2           276
          Provision for doubtful accounts                     (10)           69
          Changes in operating assets and liabilities:
             Accounts receivable                              280         1,076
             Prepaid expenses and other current assets         97           101
             Accounts payable                                 633          (527)
             Accrued expenses                                (336)         (144)
             Accrued royalties                                123          (188)
             Deferred revenue                                (754)         (390)

                                                         --------      --------
             Net cash used in operating activities         (3,152)       (7,418)

Cash flows from investing activities:
             Purchases of property and equipment             (598)         (283)

Cash flows from financing activities:
             Proceeds from issuance of common stock             5            55
             Payments for common stock repurchases           (318)         (206)
             Payments of capital lease obligations             (8)           (7)

                                                         --------      --------
             Net cash provided by (used in) financing
                activities                                   (321)         (158)

Effect of exchange rate changes on cash                         0             5

                                                         --------      --------
Net decrease in cash and cash equivalents                  (4,071)       (7,854)

Cash and cash equivalents, beginning of period             12,406        22,050

                                                         --------      --------
Cash and cash equivalents, end of period                 $  8,335      $ 14,196
                                                         ========      ========
</TABLE>


The accompanying notes are an integral part of the consolidated financial
statements.

                                       4
<PAGE>

                        WORKGROUP TECHNOLOGY CORPORATION
                   Notes to Consolidated Financial Statements


1. Nature of Business

   Workgroup Technology Corporation (the "Company"), incorporated on May 11,
   1992, provides collaborative product data management solutions through its
   WTC ProductCenter family of products (formerly CMS). The Company's products
   and services provide product development organizations with product content
   management and process automation to optimize the product development process
   throughout the extended enterprise, including customers, partners and the
   supply chain.

2. Summary of Significant Accounting Policies

   Basis of Presentation

   As permitted by the rules of the Securities and Exchange Commission
   applicable to Quarterly Reports on Form 10-Q, these notes are condensed and
   do not contain all disclosures required by generally accepted accounting
   principles. Reference should be made to the consolidated financial statements
   and related notes included in the Company's Annual Report on Form 10-K for
   the fiscal year ended March 31, 2000. In the opinion of the management of
   Workgroup Technology Corporation, the accompanying consolidated unaudited
   financial statements contain all adjustments (consisting of only normal,
   recurring adjustments) necessary to present fairly the Company's financial
   position at December 31, 2000, and the results of its operations for the
   three and nine months ended December 31, 2000 and 1999, and statements of
   cash flows for the periods presented. The results for the three and nine
   month periods ended December 31, 2000 are not necessarily indicative of the
   results to be expected for the full fiscal year.

   Risks and Uncertainties

   The preparation of financial statements in conformity with generally accepted
   accounting principles requires management to make estimates and assumptions
   that affect the reported amounts of assets and liabilities and disclosures of
   contingent assets and liabilities at the date of the financial statements and
   the reported amounts of revenue and expenses during the reporting period.
   Actual results could differ from those estimates and could impact future
   results of operations.

3. Basic and Diluted Earnings Per Share

   On December 21, 2000, the Company effected a one-for-four reverse stock split
   of the Company's common stock. All references to the number of common and per
   common share amounts have been restated to give retroactive effect to the
   stock split for all periods presented. The Company's basic net loss per
   common share is computed by dividing net loss by the weighted average number
   of shares of common stock outstanding. Potential common shares include shares
   issuable upon the exercise of stock options or warrants, net of shares
   assumed to have been purchased by the Company with the related proceeds.
   Potential common shares, which consisted only of stock options, were
   antidilutive for the three and nine month periods ended December 31, 2000 and
   1999 and therefore the diluted net loss per common share was the same as
   basic net loss per common share for those periods.

                                       5
<PAGE>

                        WORKGROUP TECHNOLOGY CORPORATION
                   Notes to Consolidated Financial Statements


   Options to purchase weighted average shares of the Company's common stock of
   approximately 457,000 and 279,000 were outstanding for the periods ended
   December 31, 2000 and 1999, respectively, at weighted average prices of $5.42
   and $14.20, respectively, but were not included in the computation of diluted
   earnings per share because they were antidilutive.

4. Restructuring and Other Related Charges

   In October 1999, the Board of Directors authorized management actions that
   resulted in the discontinuance of development and selling and marketing
   efforts related to the WTC OpCenter product and the related restructuring of
   the Company. The Company's actions resulted in the elimination of 33
   positions, a workforce reduction of approximately 35%, during the third
   quarter of fiscal 2000, of which six were from Services, which are typically
   reported in Total cost of revenue, eleven from Research and development,
   fourteen from Selling and marketing, and two from General and administrative.

   Revenue from the license of WTC OpCenter products and related professional
   services and maintenance were immaterial for the nine month period ended
   December, 1999.

   During the third quarter of fiscal 2000, the Company recorded restructuring
   charges of $1,303,000 and a one-time charge of $78,000 for the write-off of
   prepaid royalties associated with the WTC OpCenter product line.

   The restructuring charges were determined based on formal plans approved by
   the Company's management using information available to it at the time. The
   Company does not expect to record any additional amounts related to this
   restructuring.

   The charges for the discontinuance of the WTC OpCenter product line and the
   related restructuring charges during the third quarter of fiscal 2000 is
   summarized below:

<TABLE>
<CAPTION>
          --------------------------------------------------------------
                                                 Charges
                                                 to Cost of   Charges to
                                                 Revenue      Operations
          <S>                                    <C>          <C>
          Workforce reductions                   $     -      $  618,000
          --------------------------------------------------------------
          WTC OpCenter contract settlements            -         280,000
          --------------------------------------------------------------
          Third-party royalty costs               78,000               -
          --------------------------------------------------------------
          Asset write-downs                            -         270,000
          --------------------------------------------------------------
          Other restructuring costs                    -         135,000
          ==============================================================
          Totals                                 $78,000      $1,303,000
          --------------------------------------------------------------
</TABLE>

As of December 31, 2000, the Company has no remaining accruals for
restructuring.

                                       6
<PAGE>

                        WORKGROUP TECHNOLOGY CORPORATION
                     Management's Discussion and Analysis of
                 Financial Condition and Results of Operations



RESULTS OF OPERATIONS
---------------------

Revenue. The Company's revenue consists of license fees for its family of
software products including CMS, WTC ProductCenter, and WTC OpCenter (which was
discontinued in the third quarter of fiscal 2000), and fees for professional
services and software maintenance. Revenue for the third quarter of fiscal 2001
decreased 6.3% to $1,790,000 from $1,910,000 compared with the same period of
fiscal 2000. Revenue for the nine month period ended December 31, 2000 decreased
8.6% to $5,400,000 from $5,906,000 in the comparable period of fiscal 2000.

Software license revenue for the three and nine month periods ended December,
2000 decreased 38.1% and 36.0%, respectively, to $319,000 and $970,000,
respectively, from $515,000 and $1,515,000, respectively, in the comparable
periods of fiscal 2000. This decrease resulted primarily from a decline in core
license revenue from the CMS product line.

Maintenance and services revenue for the three month period ended December 31,
2000 increased 5.4% to $1,471,000 from $1,395,000 in the comparable period of
fiscal 2000. Maintenance and services revenue for the nine month period ended
December 31, 2000 remained relatively constant when compared with the same
period of fiscal 2000.

Cost of Revenue and Gross Profit. The Company's cost of software license revenue
consists primarily of third party royalties payable upon the license of products
for which another party is entitled to receive compensation, as well as costs
associated with media, packaging, documentation and delivery of the Company's
products. Gross profit associated with software license revenue for the third
quarter of fiscal 2001 decreased to $237,000 or 74.3% of software license
revenue from $378,000 or 73.4% of software license revenue in the third quarter
of fiscal 2000. For the nine months ended December 31, 2000, gross profit from
software license revenue decreased to $743,000 or 76.6% of software license
revenue from $994,000 or 65.6% for the same period of fiscal 2000. These changes
result primarily from lower software license revenue in fiscal 2001, partially
offset by the write-off of prepaid royalties related to the WTC OpCenter product
line in the second and third quarters of fiscal 2000.

Cost of maintenance and services revenue consists primarily of personnel and
related costs for the Company's customer support and professional services
organizations. The Company's gross profit from maintenance and services revenue
increased to $703,000 or 47.8% of maintenance and services revenue in the third
quarter of fiscal 2001 from $636,000 or 45.6% of maintenance and service revenue
in the third quarter of fiscal 2000. For the nine months ended December 31, 2000
gross profit from maintenance and services revenue increased to $2,512,000 or
56.7% from $2,103,000 or 47.9% of the associated revenue in the comparable
period of fiscal 2000. These increases in gross profit are due primarily to
lower headcount and related personnel costs in the professional services
organization.

                                       7
<PAGE>

                        WORKGROUP TECHNOLOGY CORPORATION
                     Management's Discussion and Analysis of
                 Financial Condition and Results of Operations


Selling and Marketing. Selling and marketing expenses decreased 10.9% and 52.6%
for the three and nine month periods ended December 31, 2000 to $949,000 and
$2,279,000 from $1,065,000 and $4,811,000, respectively, for the same periods of
fiscal 2000. These decreases for the nine month period ended December 31, 2000,
resulted primarily from a reduction in headcount and related expenses and a
reduction in marketing programs partially due to the discontinuance of the WTC
OpCenter product line of approximately $1,860,000 and $570,000, respectively. As
a result of these decreases, selling and marketing expenses as a percentage of
revenue decreased to 53.0% and 42.2% in the three and nine month periods of
fiscal 2001 from 55.8% and 81.5% in the same periods of fiscal 2000.

Research and Development. Research and development expenses decreased 16.5% and
25.7% for the three and nine month periods ended December 31, 2000 to $1,055,000
and $3,298,000 from $1,264,000 and $4,437,000, respectively, for the same
periods of fiscal 2000. This decrease resulted primarily from lower headcount in
the development organization mostly due to the discontinuance of the WTC
OpCenter product line. As a result of these decreases, research and development
expenses as a percentage of revenue decreased to 58.9% and 61.1% in the three
and nine month periods of fiscal 2001 from 66.2% and 75.1% in the same periods
of fiscal 2000.

General and Administrative. General and administrative expenses increased 15.2%
and 14.1% for the three and nine month periods ended December 31, 2000 to
$614,000 and $1,768,000 from $533,000 and $1,550,000, respectively, for the same
periods of fiscal 2000. This increase resulted primarily from higher employee
related and professional advisor costs. As a result of these increases and lower
revenue, general and administrative expenses as a percentage of revenue
increased to 34.3% and 32.7% for the three and nine month periods of fiscal 2001
from 27.9% and 26.2% in the same periods of fiscal 2000.

Restructuring. Restructuring expenses were $1,303,000 for the three and nine
month periods ended December 31, 1999. These costs are associated with the
discontinuance of the WTC OpCenter product line and the resulting restructuring
of the Company which occurred in the third quarter of fiscal 2000.

Interest and Other Income, (Net). Interest and other income, net, consists
primarily of interest earned on cash and cash equivalents, offset by interest
expense associated with equipment financing. Interest and other income, net, for
the three and nine month periods ended December 31, 2000 decreased $15,000 or
9.7% and $208,000 or 30.8%, respectively, from the same periods of fiscal 2000.
These decreases are the result of lower interest income due to lower cash and
cash equivalent balances during fiscal 2001, along with other nonrecurring
income included in the nine month period ending December 31, 1999.

                                       8
<PAGE>

                        WORKGROUP TECHNOLOGY CORPORATION
                     Management's Discussion and Analysis of
                 Financial Condition and Results of Operations


LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

Cash and cash equivalents at December 31, 2000 decreased $4,071,000 to
$8,335,000 from $12,406,000 at March 31, 2000. This decrease resulted primarily
from cash used for operating activities of $3,152,000, capital expenditures of
$598,000 and stock repurchases of $318,000 during the nine month period ended
December 31, 2000. Working capital decreased $4,096,000 to $5,611,000 at
December 31, 2000 from $9,707,000 at fiscal 2000 year end.

In June, 2000, the Board of Directors authorized the repurchase of an additional
250,000 shares of the Company's outstanding common stock. This program is in
addition to previously authorized repurchases of up to 187,500 shares. During
the first three quarters of fiscal 2001, the Company repurchased approximately
135,000 shares of its common stock for $318,000. At December 31, 2000, the
Company had repurchased approximately 285,000 shares of the 437,500 shares
authorized by the Board of Directors.

The Company believes its existing cash and cash equivalent balances will be
sufficient to meet its cash requirements, including treasury stock transactions,
for at least the next year.

To date, neither foreign currency exposure nor inflation has had a material
impact on the Company's financial results.

                                       9
<PAGE>

                        WORKGROUP TECHNOLOGY CORPORATION
                     Management's Discussion and Analysis of
                 Financial Condition and Results of Operations


CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS
----------------------------------------------

The Company does not provide forecasts of its future financial performance.
However, from time-to-time information provided by the Company or statements
made by its employees may contain "forward-looking" information that involves
risks and uncertainties. In particular, statements contained in filings with the
Securities and Exchange Commission (including this Form 10-Q), press releases
and oral statements which are not historical facts constitute forward- looking
statements and are made under the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. The Company's actual results of
operations and financial condition have varied and may in the future vary
significantly from those stated in any forward-looking statements and there can
be no assurance that the results set forth in those statements will be achieved.
Factors that may cause such differences include, but are not limited to, the
factors discussed below. Each of these factors, and others, are discussed from
time to time in the Company's filings with the Securities and Exchange
Commission, including the Company's Form 10-K filed in June 2000.

In June of 2000 the Company received notice from The Nasdaq Stock Market, Inc.
that it was subject to delisting by the Nasdaq National Market on September 14,
2000, unless anytime before September 12, 2000 the bid price of the Company's
common stock was at least $1.00 for a minimum of ten (10) consecutive trading
days. Additionally, in August of 2000 the Company received a second notice from
The Nasdaq Stock Market, Inc. that it was subject to delisting by the Nasdaq
National Market on November 3, 2000, unless anytime before November 1, 2000 the
minimum market value of public float of the Company's common stock was at least
$5,000,000 for a minimum of ten (10) consecutive trading days. On September 13,
2000, the Company announced that it had appealed the Nasdaq Delisting Notice;
and that, as part of its plan to regain compliance with Nasdaq listing
requirements and subject to Nasdaq and shareholder approval, the Board of
Directors had authorized a one-for-four reverse split of outstanding shares of
common stock and had scheduled a special shareholders meeting on December 20,
2000 for shareholders of record as of November 9, 2000 to vote on these matters.
On October 12, 2000 the Company presented to the Nasdaq Listing Qualifications
Panel its plan to regain compliance for continued listing on the Nasdaq National
Market, or alternatively, to be allowed to maintain a listing on the Nasdaq
SmallCap Market. On October 25, 2000 the Company received notice from the Nasdaq
Listing Qualifications Panel that the listing of the Company's securities would
be transferred from The Nasdaq National Market to The Nasdaq SmallCap Market
effective with the open of business on October 30, 2000. Accordingly, on October
30, 2000, the Company's securities started trading on The Nasdaq SmallCap Market
and the Company's trading symbol was changed to WKGPC, signifying a conditional
listing on The Nasdaq SmallCap Market. After approval at a Special Meeting of
Stockholders on December 20, 2000, the Company effected a one-for-four reverse
stock split on December 21, 2000. As of that date, the Company's trading symbol
was changed to WKGCD, signifying not only the conditional listing, but also
designating that these securities were the new one-for-four reverse split
securities.

In January of 2001 the Company received notice from The Nasdaq Stock Market,
Inc. that it had met the terms of the exception granted by the Nasdaq Listing
Qualifications Panel when WTC's listing was transferred from the Nasdaq National
Market to the Nasdaq SmallCap Market on

                                       10
<PAGE>

                        WORKGROUP TECHNOLOGY CORPORATION
                     Management's Discussion and Analysis of
                 Financial Condition and Results of Operations


October 30, 2000. Accordingly, effective January 12, 2001, The Company's trading
symbol was changed from WKGCD back to WKGP, which was its original Nasdaq
trading symbol. Under Nasdaq rules, the Nasdaq Listing and Hearing Review
Council reserves the right for 45 days to review the decision of the Nasdaq
Listing Qualifications Panel.

There can be no assurance that the Company's common stock will remain listed on
the Nasdaq SmallCap Market. Delisting of the common stock could have an adverse
effect on the market price of, and the efficiency of the trading market for, the
Company's common stock. Also, if in the future the Company determines that it
needs to seek additional equity capital, it could have an adverse effect on its
ability to raise capital in the public equity markets.

The Company's future results are subject to substantial risks and uncertainties.
Because the Company derives a substantial portion of its revenue from software
license fees, the Company's quarterly and annual operating results are sensitive
to the size, timing and shipment of individual orders, customer order deferrals
in anticipation of new products, or the lengthening of the sales cycle, either
generally or with respect to individual customers. In addition, the Company's
growth is dependent on achieving broader market acceptance of its products, the
growth of the product data management market, and the ability of the Company to
introduce enhancements and additional integrations to its products in a timely
manner to meet the evolving needs of its customers. The Company also relies on
certain intellectual property protections to preserve its intellectual property
rights. Any invalidation of the Company's intellectual property rights or
lengthy and expensive defense of those rights could have a material adverse
effect on the Company. The segment of the software industry in which the Company
is engaged is extremely competitive. Certain current and potential competitors
of the Company are more established and benefit from greater market recognition
and have substantially greater financial, development, and marketing resources
than the Company.

The Company's quarterly and annual operating results are impacted by a variety
of factors that could materially adversely affect revenues and profitability,
including the timing and shipment of enhancements to the Company's products, and
changes or anticipated changes in economic conditions. Because the Company's
operating expenses are relatively fixed, an unanticipated shortfall in revenue
in a quarter may have an adverse impact on the Company's results of operations
for that quarter. As a result of the foregoing and other factors, the Company
may experience material fluctuations in future operating results on a quarterly
or annual basis, which could materially and adversely affect its business,
financial condition and stock price.

                                       11
<PAGE>

                        WORKGROUP TECHNOLOGY CORPORATION
                            Part II Other Information


Item 1.  Legal Proceedings

         The Company is not a party to any litigation that it believes would
         have a material impact on its business.


Item 4.  Submission of Matters to a Vote of Security Holders

         On December 20, 2000, the Company held a Special Meeting of
         Stockholders. At the meeting, the Stockholders acted upon a proposal to
         amend and restate the Company's Amended and Restated Certificate of
         Incorporation to effect a reverse stock split of the shares of the
         Company's issued and outstanding common stock whereby one (1) share of
         "new" common stock would be issued in exchange for each four (4) shares
         of "old" common stock issued and outstanding (any fractional shares of
         common stock which resulted from this share exchange would not be
         issued but would be rounded up and exchanged for one (1) whole share of
         the "new" common stock). This proposal was approved by the stockholders
         of the Company. Holders of 7,045,317 shares of common stock voted for
         the proposal, holders of 231,742 shares voted against and 36,880
         abstained.

         On December 20, 2000, after approval of Stockholders, the Company filed
         its Second Amended and Restated Certificate of Incorporation and
         effected the one-for-four reverse stock split on December 21, 2000.


Item 5.  Other Information

         Proposals of stockholders intended for inclusion in the proxy statement
         to be furnished to all stockholders entitled to vote at the next Annual
         Meeting of Stockholders of the Company must be received at the
         Company's principal executive offices not later than February 27, 2001.
         The deadline for providing timely notice to the Company of matters that
         stockholders otherwise desire to introduce at the next annual meeting
         of stockholders of the Company is February 27, 2001, provided, however,
         notice shall not be given prior to January 28, 2001. Further, any
         proposals must comply with the other procedural requirements set forth
         in the Company's By-laws, a copy of which is on file with the SEC, and
         as set forth by the SEC. In order to curtail any controversy as to the
         date on which a proposal was received by the Company, it is suggested
         that proponents submit their proposals by Certified Mail, Return
         Receipt Requested to Workgroup Technology Corporation, 91 Hartwell
         Avenue, Lexington, Massachusetts, 02421, Attention: Corporate
         Secretary.

                                       12
<PAGE>

                        WORKGROUP TECHNOLOGY CORPORATION
                            Part II Other Information


Item 6.  Exhibits and Reports on Form 8-K

         (a) Exhibits

              3.1 Second Amended and Restated Certificate of Incorporation of
              the Company as filed with the State of Delaware on December 20,
              2000.

         (b) Reports on Form 8-K

              No reports on Form 8-K were filed during the quarter ended
              December 31, 2000.

                                       13
<PAGE>

                                   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.


                                   WORKGROUP TECHNOLOGY CORPORATION
                                   Registrant



Date:  January 31, 2001           /s/ Patrick H. Kareiva
      -----------------           ----------------------
                                  President, Chief Executive Officer, Chief
                                  Financial Officer, Treasurer and Secretary

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