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

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

                                   FORM 10-K/A
                          AMENDMENT NO. 1 TO FORM 10-K

                  FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO
           SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

     (MARK ONE)

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

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

                                       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 001-12799

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

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

                  DELAWARE                              58-2271614
        (State or other jurisdiction of        (IRS Employer Identification No.)
        incorporation or organization)

          239 ETHAN ALLEN HIGHWAY,                        06877
               RIDGEFIELD, CT                          (Zip Code)
  (Address of principal executive offices)

Registrant's telephone number, including area code: (203) 894-1300

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

Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, PAR
VALUE $.001 (Title of each class)

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

         Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to the Form 10-K. [X]

         The aggregate market value of the common equity held by non-affiliates
of the registrant (assuming for these purposes, but without conceding, that all
executive officers and directors are "affiliates" of the Registrant) as of March
28, 2002 (based on the closing sale price of the registrant's common stock, par
value, $.001 per share, as reported on The Nasdaq National Market on such date
($5.85)) was $223,477,061. There were 39,449,548 shares of common stock
outstanding as of March 28, 2002.
<PAGE>
         This Amendment No. 1 on Form 10-K/A to the registrant's Annual Report
on Form 10-K for the year ended December 31, 2001 is being filed to add the
information required to be set forth in Part III.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS

         Information regarding executive officers of VitalWorks is furnished in
Part I of this Annual Report on Form 10-K under the heading "Directors and
Executive Officers of the Registrant."

         Set forth below is the name and age of each director of VitalWorks as
of December 31, 2001:

<TABLE>
<CAPTION>
         NAME                              AGE       POSITION AT VITALWORKS
         ----                              ---    ------------------------------
<S>                                        <C>    <C>
         Joseph M. Walsh..............     42     Chairman of the Board of
                                                  Directors, President and
                                                  Chief Executive Officer

         Stephen N. Kahane, M.D., M.S.     44     Vice Chairman, Chief Strategy
                                                  Officer and Director

         Michael A. Manto.............     43     Executive Vice President,
                                                  Chief Financial Officer and
                                                  Director

         Kenneth R. Adams.............     66     Director

         Stephen J. DeNelsky..........     34     Director

         David B. Shepherd............     51     Director
</TABLE>

         Joseph M. Walsh, age 42, has served as President and Chief Executive
Officer and as a director of VitalWorks since March 2001 and Chairman since June
2001. From April 2000 until March 2001, Mr. Walsh served as President of the
Company's medical practice software division. From 1987 until April 2000, Mr.
Walsh served as president and chief executive officer of Micro-Designs Software
Corporation, a medical practice management company specializing in oral and
maxillofacial and plastic surgery practices. VitalWorks acquired Micro-Designs
in 1998.

         Stephen N. Kahane, M.D., M.S., age 44, has served as Vice Chairman and
Chief Strategy Officer and as a director of VitalWorks since March 2001. From
November 1999 until March 2001, Dr. Kahane served as President of the Company's
E-Health division and then as Chief Strategy Officer of the Company's medical
practice software division. From October 1996 until November 1999, he served as
president and chief executive officer of Datamedic Holding Corp., a practice
management and clinical software company specializing in ophthalmology and
general medical practices. Datamedic was acquired by VitalWorks in 1999. Prior
to joining Datamedic, Dr. Kahane was a co-founder and senior executive at a
clinical software company, Clinical Information Advantages, Inc. Dr. Kahane also
trained and served on the faculty at The Johns Hopkins Medical Center.

         Michael A. Manto, age 43, has served as Executive Vice President and as
a director of VitalWorks since March 2001 and as Chief Financial Officer since
April 2001. From July 2000 until March 2001, he served as Executive Vice
President of the Company's medical practice software division. From 1991 until
2000, Mr. Manto was with Hyperion Solutions Corporation, a multinational
business software company, where he served as vice president and corporate
controller. Mr. Manto also served as interim chief financial officer of Hyperion
Software Corporation. Prior to joining Hyperion, Mr. Manto, a certified public
accountant, was with Ernst & Young LLP.

         Kenneth R. Adams, age 66, has served as a director of VitalWorks since
March 2001. From 1984 until his retirement in 1998, Mr. Adams served in various
capacities with SunGard Data Systems Inc., a provider of integrated information
technology solutions to the financial services industry. From October


                                       2
<PAGE>
1988 until December 1995, Mr. Adams was chairman and chief executive officer of
the SunGard Disaster Recovery business unit, and from January 1996 until
December 1998, Mr. Adams served as chief executive officer of SunGard Healthcare
Systems Inc.

         Stephen J. Denelsky, age 34, has served as a director of VitalWorks
since March 2001. Since November 2001, he has served as the portfolio manager of
Forstmann-Laff Associates. In December 2000, Mr. DeNelsky founded Sapphire
Capital Management LLC, a New York-based investment fund, and he served as its
managing partner until November 2001. From June 1999 until December 2000, he was
a senior research analyst at Credit Suisse First Boston's Health Care Equity
Research Group, covering primarily the healthcare information technology and
e-health sectors. From January 1996 to June 1999, Mr. DeNelsky occupied senior
research analyst positions at Deutsche Banc Alex. Brown, ING Barings Furman Selz
and McDonald & Company Securities.

         David B. Shepherd, age 51, has served as a director of VitalWorks since
June 2001. Since 1990, Mr. Shepherd served, and continues to serve, as a vice
president and as the chief financial officer of Louis Dreyfus Property Group
Inc., an international commercial property company owned by Societe Anonyme
Louis Dreyfus & Cie. Prior to joining Louis Dreyfus, from 1975 until 1990, Mr.
Shepherd, a certified public accountant, was with Ernst & Young LLP.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

         Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act") requires the directors, executive officers and the holders of more than
10% of the Company's common stock to file with the Securities and Exchange
Commission initial reports of ownership of the Company's common stock and other
equity securities on a Form 3 and reports of changes in such ownership on a Form
4 or Form 5. Officers, directors and 10% stockholders are required by Securities
and Exchange Commission regulations to furnish the Company with copies of all
Section 16(a) forms that they file. Based solely on the Company's review of
copies of reports filed by reporting persons or written representations from
certain reporting persons that no Form 5 filing was required for such person,
the Company believes that during fiscal year 2001, all filings required to be
made by the Company's reporting persons were timely made in accordance with the
requirements of the Exchange Act.

ITEM 11. EXECUTIVE COMPENSATION

         Summary Compensation Table. The following table sets forth information
regarding total compensation paid by VitalWorks for services rendered by the
individuals who, as of December 31, 2001, served as the Company's Chief
Executive Officer and the Company's four other most highly compensated executive
officers whose annual salary and bonus exceeded $100,000 during 2001
(collectively, the "Named Executive Officers"). Mr. Fine is included in the
following table because he served as the Company's Chief Executive Officer for
part of 2001. In connection with the spin-off of VitalWorks's dental business
through a pro rata distribution to its stockholders of all the outstanding
common stock of PracticeWorks, Inc. (the "PracticeWorks Spin-Off"), as of March
5, 2001, Mr. Fine resigned as the Company's Chief Executive Officer and
President. Mr. Fine served as the Company's Chairman of the Board of Directors
after the PracticeWorks Spin-Off until his resignation from that position on
June 6, 2001. Mr. Fine is no longer a director, officer or employee of
VitalWorks.


                                       3
<PAGE>

                           SUMMARY COMPENSATION TABLE


<TABLE>
<CAPTION>
                                                                                      LONG TERM COMPENSATION
                                           ANNUAL COMPENSATION       OTHER           RESTRICTED    SECURITIES
         NAME AND             FISCAL                                 ANNUAL            STOCK       UNDERLYING      ALL OTHER
   PRINCIPAL POSITION          YEAR     SALARY($)    BONUS($)    COMPENSATION($)(1)   AWARDS($)    OPTIONS (#)  COMPENSATION($)(2)
<S>                           <C>       <C>         <C>          <C>                 <C>          <C>           <C>

Joseph M. Walsh (3)             2001    $ 250,000   $ 250,000        $      --       $    --            200(4)      $  10,500
 President and
 Chief Executive Officer

Stephen N. Kahane, M.D. (3)     2001      178,428     190,000               --            --            200            10,500
 Vice Chairman and
 Chief Strategy Officer

Michael A. Manto (3)            2001      190,000     190,000               --            --            100            10,500
 Executive Vice President and
 Chief Financial Officer

C. Daren McCormick (3)          2001      136,250     140,000               --            --         29,833             8,288
 Vice President and
 Chief Operations Officer

Stephen L. Hicks (3)            2001      145,000     128,000               --            --            100            10,500
 Vice President,
 General Counsel and
 Corporate Secretary

Frederick L. Fine               2001      160,097          --               --            --             --           750,000
 Former President and           2000      145,833       4,000               --            --      1,200,200             9,350
 Chief Executive Officer        1999      125,000      19,500           15,683            --        440,200             9,621
</TABLE>



         (1)      The compensation set forth in this column does not include
                  compensation in the form of perquisites or other personal
                  benefits for Messrs. Walsh, Manto, McCormick and Hicks and Dr.
                  Kahane in 2001 and Mr. Fine in 2001 or 2000 because such
                  perquisites and other personal benefits did not exceed the
                  lesser of $50,000 or 10% of the total annual salary and bonus
                  for those persons for those years. The amount presented for
                  Mr. Fine in 1999 includes an automobile allowance for the use
                  of a vehicle in the amount of $9,683 and compensation for
                  business expenses in the amount of $6,000.

         (2)      The amounts presented for Messrs. Walsh, Manto, McCormick and
                  Hicks and Dr. Kahane in 2001 and Mr. Fine in 2000 and 1999
                  represent VitalWorks contribution to the 401(k) savings plan.
                  The amount presented for Mr. Fine in 2001 represents the
                  severance payment paid to Mr. Fine pursuant to the Severance
                  Agreement, effective as of June 6, 2001, between VitalWorks
                  and Mr. Fine. (See "Employment Contracts and Change of Control
                  Arrangements" below).

         (3)      Messrs. Walsh, Manto, McCormick and Hicks and Dr. Kahane
                  became executive officers of VitalWorks in March 2001.

         (4)      Does not include options to purchase 15,016 shares of
                  VitalWorks common stock granted to Mr. Walsh's spouse, a
                  management employee of the Company.

         Option Grants in Last Fiscal Year. The following table contains
information concerning the stock option grants made to the Named Executive
Officers during 2001. The amounts shown for potential realizable values are
based upon assumed annualized rates of VitalWorks stock price appreciation of 5%
and 10% over the full ten-year term (or shorter term) of the options, as
required by the Securities and Exchange Commission, and are not intended to
represent or forecast possible future appreciation, if any, of the price of
VitalWorks common stock.


                                       4
<PAGE>
                                INDIVIDUAL GRANTS

<TABLE>
<CAPTION>
                                                                                             POTENTIAL REALIZABLE VALUE AT
                                                                                                      ASSUMED
                           NUMBER OF                                                                ANNUAL RATES OF
                          SECURITIES         % OF TOTAL                                               STOCK PRICE
                          UNDERLYING           OPTIONS         EXERCISE                              APPRECIATION
                            OPTIONS          GRANTED TO         PRICE         EXPIRATION            FOR OPTION TERM
NAME                      GRANTED (#)         EMPLOYEES     PER SHARE($/SH)      DATE          5%($)            10%($)
<S>                       <C>                <C>            <C>               <C>            <C>              <C>

Joseph M. Walsh (1)           200                 *            $ 2.50          9/28/2011      $    314        $    797


Stephen N. Kahane, M.D.       200                 *              5.65         12/31/2011           711           1,801


Michael A. Manto              100                 *              2.50          9/28/2011           157             398


C. Daren McCormick         29,633               3.9              1.33          1/24/2011        24,786          62,812
                              200                 *              2.00          3/30/2011           252             637

Stephen L. Hicks              100                 *              2.50          9/28/2011           157             398


Frederick L. Fine           -----             -----             -----              -----         -----            -----
</TABLE>


*        Less than one percent.

         (1)      Does not include the following options granted to Mr. Walsh's
                  spouse, a management employee of the Company: (i) an option to
                  purchase 14,816 shares of VitalWorks common stock with an
                  exercise price of $1.33, an expiration date of January 24,
                  2011 and potential realizable values of $12,393, based on a 5%
                  stock appreciation rate, and $31,405, based on a 10%
                  appreciation rate and (ii) an option to purchase 200 shares of
                  VitalWorks common stock with an exercise price of $2.50, an
                  expiration date of September 28, 2011 and potential realizable
                  values of $314, based on a 5% stock appreciation rate, and
                  $797, based on a 10% appreciation rate. The options granted to
                  Mr. Walsh and his spouse constituted approximately 2% of the
                  total options granted to all of the Company's employees in
                  2001.



         Aggregated Option Exercises in Last Fiscal Year and Year-End Option
Value Table. Shown below is information with respect to the number of VitalWorks
shares acquired upon exercise of stock options and the aggregate gains realized
on exercises during 2001 for the Named Executive Officers. The table also sets
forth the number of shares covered by exercisable and unexercisable options held
by these executive officers on December 31, 2001 and the aggregate gains that
would have been realized had these options been exercised on December 31, 2001,
even though these options were not exercised, and the unexercisable options
could not have been exercised at that time.

<TABLE>
<CAPTION>
                                                             NUMBER OF SECURITIES             VALUE OF UNEXERCISED IN
                             SHARES                         UNDERLYING UNEXERCISED             THE MONEY OPTIONS AT
                           ACQUIRED ON      VALUE       OPTIONS AT FISCAL YEAR END (#)       FISCAL YEAR END ($) (1)
NAME                      EXERCISE (#)   REALIZED ($)   EXERCISABLE     UNEXERCISABLE     EXERCISABLE     UNEXERCISABLE
----                      ------------   ------------   -----------     -------------     -----------     -------------
<S>                       <C>            <C>            <C>             <C>              <C>              <C>
Joseph M. Walsh (2)            95,238       $ 42,857       423,332         1,489,067     $ 1,502,829       $ 5,282,736
Stephen N. Kahane, M.D.             0              0       914,982         1,164,155       2,457,423         3,289,081
Michael A. Manto                    0              0       661,457           926,145       2,348,172         3,287,775
C. Daren McCormick                  0              0       106,891           317,065         363,890         1,136,070
Stephen L. Hicks                    0              0       132,292           185,308         469,637           657,803
Frederick L. Fine                   0              0     2,887,944                 0      10,637,377                 0
</TABLE>

         (1)      The closing price for VitalWorks common stock as reported by
                  The Nasdaq Stock Market on December 31, 2001 was $5.65. The
                  value is calculated on the basis of the difference between the
                  option exercise price and $5.65, multiplied by the shares of
                  common stock underlying the option.

         (2)      Does not include the following options held by Mr. Walsh's
                  spouse, a management employee of the Company: (i) exercisable
                  options to purchase 47,625 shares of VitalWorks common stock
                  with a value at fiscal at year end of $169,069 and (ii)
                  unexercisable options to purchase 165,086 shares of VitalWorks
                  common stock, of which options to purchase 164,663 shares are
                  in the money with a value at fiscal year end of $594,007.


                                       5
<PAGE>


EMPLOYMENT CONTRACTS AND CHANGE OF CONTROL ARRANGEMENTS

         The following are descriptions of the employment and change of control
arrangements with the Company's Named Executive Officers. In connection with the
PracticeWorks Spin-Off, Mr. Fine resigned as the Company's Chief Executive
Officer and President. Mr. Fine served as the Company's Chairman of the Board of
Directors after the PracticeWorks Spin-Off until his resignation from that
position on June 6, 2001. Mr. Fine is no longer a director, officer or employee
of VitalWorks.

         VitalWorks entered into a four-year employment agreement with Mr. Walsh
on July 24, 2000. The agreement provides for an initial annual base salary of
$250,000 and a severance payment equal to three times the then-current annual
base salary rate and a pro-rated annual bonus upon the termination of employment
by VitalWorks without cause or a voluntary termination in the event of a change
of control of VitalWorks. In addition, the agreement provides for incentive
compensation pursuant to a program established by the Board of Directors, a cash
bonus payment in the event that certain performance goals are met and options
to purchase shares of VitalWorks common stock at fair market value, generally
vesting over three years. Further, the agreement provides that during the term
of the agreement, Mr. Walsh shall own or have the right to purchase an aggregate
number of shares of VitalWorks common stock which is not less than 3% of the
then-outstanding shares of common stock (on an as-converted basis). The
agreement provides for 100% vesting of all outstanding stock options upon a
change of control of VitalWorks or upon a termination of employment by
VitalWorks without cause. The agreement provides for an additional gross-up
payment to be made to Mr. Walsh in the event that, upon a change in the
ownership or effective control of VitalWorks or in the ownership of a
substantial portion of the assets of VitalWorks, any payments to Mr. Walsh would
be subject to an excise tax under Section 4999 of the Internal Revenue Code of
1986, as amended (the "Code"). Mr. Walsh is also permitted to participate in
VitalWorks's employee benefit programs.

         VitalWorks entered into a four-year employment agreement with Dr.
Kahane on July 24, 2000. The agreement provides for an initial annual base
salary of $190,000 and a severance payment equal to three times the then-current
annual base salary rate upon the termination of employment by VitalWorks without
cause or a voluntary termination in the event of a change of control of
VitalWorks. Dr. Kahane agreed to be paid a salary of $125,000 until the date of
the PracticeWorks Spin-Off. In addition, the agreement provides for incentive
compensation pursuant to a program established by the Board of Directors and
options to purchase shares of VitalWorks common stock at fair market value,
generally vesting over three years. Further, the agreement provides for a cash
bonus payment as determined by the Chief Executive Officer and/or the
Compensation Committee. The agreement provides for 100% vesting of all
outstanding stock options upon a change of control of VitalWorks or upon a
termination of employment by VitalWorks without cause. The agreement provides
for an additional gross-up payment to be made to Dr. Kahane in the event that,
upon a change in the ownership or effective control of VitalWorks or in the
ownership of a substantial portion of the assets of VitalWorks, any payments to
Dr. Kahane would be subject to an excise tax under Section 4999 of the Code. Dr.
Kahane is also permitted to participate in VitalWorks's employee benefit
programs.

         VitalWorks entered into a four-year employment agreement with Mr. Manto
on July 24, 2000. The agreement provides for an initial annual base salary of
$190,000 and a severance payment equal to three times the then-current annual
base salary rate and a pro-rated annual bonus upon the termination of employment
by VitalWorks without cause or a voluntary termination in the event of a change
of control of VitalWorks. In addition, the agreement provides for incentive
compensation pursuant to a program established by the Board of Directors, a cash
bonus payment in the event that that certain performance goals are met and
options to purchase shares of VitalWorks common stock at fair market


                                       6
<PAGE>
value, generally vesting over three years. Further, the agreement provides that
during the term of the agreement, Mr. Manto shall own or have the right to
purchase an aggregate number of shares of VitalWorks common stock which is not
less than 2% of the then-outstanding shares of common stock (on an as-converted
basis). The agreement provides for 100% vesting of all outstanding stock options
upon a change of control of VitalWorks or upon a termination of employment by
VitalWorks without cause. The agreement provides for an additional gross-up
payment to be made to Mr. Manto in the event that, upon a change in the
ownership or effective control of VitalWorks or in the ownership of a
substantial portion of the assets of VitalWorks, any payments to Mr. Manto would
be subject to an excise tax under Section 4999 of the Code. Mr. Manto is
permitted to participate in VitalWorks's employee benefit programs.

         VitalWorks entered into a four-year employment agreement with Mr. Hicks
on August 21, 2000. The agreement provides for an initial annual base salary of
$130,000 and a severance payment equal to two times the then-current annual base
salary rate and a pro-rated annual bonus upon the termination of employment by
VitalWorks without cause or a voluntary termination in the event of a change of
control of VitalWorks. In July 2001, Mr. Hicks's annual base salary was
increased by to $160,000. In addition, the agreement provides for a cash bonus
payment in the event that that certain performance goals are met and options to
purchase shares of VitalWorks common stock at fair market value, generally
vesting over three years. The agreement provides for 100% vesting of all
outstanding stock options upon a change of control of VitalWorks or upon a
termination of employment by VitalWorks without cause. The agreement provides
for an additional gross-up payment to be made to Mr. Hicks in the event that,
upon a change in the ownership or effective control of VitalWorks or in the
ownership of a substantial portion of the assets of VitalWorks, any payments to
Mr. Hicks would be subject to an excise tax under Section 4999 of the Code. Mr.
Hicks is also permitted to participate in VitalWorks's employee benefit
programs.

         VitalWorks entered into a four-year employment agreement with Mr. Fine
in July 1998, and amended this agreement in June 1999. The agreement, as
amended, provided for an initial annual base salary of $125,000 and a severance
payment equal to three times the then-current annual base salary rate ($250,000
as of June 6, 2001) upon the termination of employment by VitalWorks without
cause or a voluntary termination in the event of a change of control of
VitalWorks. In addition, the agreement, as amended, provided for incentive
compensation pursuant to a program established by the Board of Directors, a cash
bonus payment in the event that VitalWorks meets certain earnings thresholds and
options to purchase shares of VitalWorks common stock at fair market value,
vesting over four years. The agreement, as amended, provided for 100% vesting of
all outstanding stock options upon a change of control of VitalWorks. The
agreement, as amended, provided for an additional gross-up payment to be made to
Mr. Fine in the event that, upon a change in the ownership or effective control
of VitalWorks or in the ownership of a substantial portion of the assets of
VitalWorks, any payments to Mr. Fine would be subject to an excise tax under
Section 4999 of the Code. Mr. Fine was permitted to participate in VitalWorks's
employee benefit programs. In November 2000, VitalWorks and Mr. Fine agreed to
mutually terminate the foregoing agreement, as amended, and entered into a new
four-year employment agreement. Except as described below, the terms of the new
agreement were substantially similar to the terms of the prior agreement. The
new agreement provided that upon the PracticeWorks Spin-Off, Mr. Fine was to
become the Chairman of the Board and resign as Chief Executive Officer and
President. Mr. Fine was to receive an annual base salary of $250,000 and was
eligible to receive a cash bonus identical to the cash bonus awarded to the
Company's President and/or Chief Executive Officer. The stock option granted
under this agreement was to vest generally over three years and all outstanding
options would immediately vest upon a termination of employment by VitalWorks
without cause. Upon a change in control or termination by VitalWorks without
cause, medical and dental insurance benefits would continue for two years under
the new agreement. The agreement also provided that during the term of the
agreement, Mr. Fine was to own or have the right to purchase an aggregate number
of shares of VitalWorks common stock which is not less than 3% of the
then-outstanding shares of common stock (on an as-converted basis).


                                       7
<PAGE>
         Effective as of June 6, 2001, VitalWorks entered into a Separation
Agreement with Mr. Fine pursuant to which Mr. Fine's relationship with
VitalWorks was mutually terminated. Under this agreement, Mr. Fine agreed to
release any and all claims that he ever had or now has against VitalWorks and
certain related parties, and VitalWorks agreed to release all claims that it may
have against Mr. Fine arising out of Mr. Fine's employment with and separation
from VitalWorks. Also, under the Separation Agreement Mr. Fine shall receive the
termination benefits and remain subject to the restrictions called for under his
employment agreement with VitalWorks (as discussed above), except that (A) Mr.
Fine agreed to apply his severance payment ($484,125, net of withholdings) to
(i) withholdings resulting from income reported under a deferred compensation
agreement between VitalWorks and Mr. Fine and (ii) interest accrued as of March
31, 2001 on certain indebtedness (the "Notes") owed by Mr. Fine to VitalWorks
(see "Certain Transactions" below), (B) Mr. Fine granted VitalWorks a first lien
security interest on 1,000,000 shares of VitalWorks common stock owned by Mr.
Fine to secure repayment of the Notes, (C) Mr. Fine shall (x) grant VitalWorks a
first lien security interest on all shares received upon exercise of his stock
options to secure repayment of the Notes or (y) apply the net proceeds from any
and all sales of shares purchased upon exercise of his stock options towards
repayment of the Notes, (D) Mr. Fine agreed to an exercise period of five years,
instead of the ten years provided under his employment agreement, for all of his
outstanding stock options, and (E) Mr. Fine agreed to the cancellation by
VitalWorks of options previously granted to purchase 931,334 shares of
VitalWorks common stock. In addition, VitalWorks agreed to extend the maturity
dates of the Notes, and the due date for interest accruing after March 31, 2001,
to December 31, 2002. As of April 23, 2002, all of the principal of and interest
on the Notes were paid in full, and simultaneously, the liens were released.

COMPENSATION OF DIRECTORS

         The Company compensates its independent directors through the Company's
Directors Stock Option Plan, adopted by the Company's directors and approved by
the Company's stockholders in June 1998. The Directors Stock Option Plan
provides to each director who is not an employee of VitalWorks or its
subsidiaries, at the time he or she is first appointed or elected to the Board
of Directors, an option to purchase 10,000 shares of common stock. On each
anniversary of such director's service on the Board, each non-employee director
receives an annual grant of an option to purchase 2,500 shares of common stock.
The Directors Stock Option Plan also allows the Compensation Committee of the
Board of Directors to make additional grants of options to non-employee
directors; however, in practice, the employee directors approve additional
grants of options to non-employee directors. All options granted under the
Directors Stock Option Plan vest at a rate of 50% upon completion of one year of
service as a director after the date of grant and 50% upon completion of the
second year of service as a director after the date of grant. Generally, no
option is transferable by the optionee other than by will or the laws of descent
and distribution, and each option is exercisable only by the optionee during his
or her lifetime. The exercise price of all options will be the fair market value
of the shares of common stock on the date of grant, and the term of each option
may not exceed ten years. Unless terminated sooner by the Board of Directors,
the Directors Stock Option Plan will continue in effect for a period of ten
years or until all options outstanding thereunder have expired or been
exercised. As of December 31, 2001, there were 423,334 shares of common stock
reserved for issuance under the Directors Stock Option Plan. In addition, as of
December 31, 2001, options to acquire 60,000 shares of VitalWorks common stock
had been granted and were outstanding pursuant to the Directors Stock Option
Plan at a weighted average exercise price of $1.85 per share.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         In 2001, the Compensation Committee initially consisted of James D.
Elliot and Raymond H. Welsh. As of April 24, 2001, the Compensation Committee
consisted of Messrs. Adams and DeNelsky, and, as of June 13, 2001, Mr. Shepherd
was appointed to the committee. None of Messrs. Elliott, Welsh, Adams, DeNelsky
and Shepherd has had any relationship with the Company requiring disclosure
under Item 404 of Regulation S-K under the Exchange Act.


                                       8
<PAGE>
         None of the Company's executive officers has served as a director or
member of the compensation committee (or other committee serving an equivalent
function) of any other entity, one of whose executive officers served as a
director of the Company or member of the Compensation Committee.

ITEM 12. STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth certain information concerning
beneficial ownership of the Company's outstanding common stock as of March 31,
2002 by:

         -        each stockholder that the Company knows is the beneficial
                  owner of more than 5% of the Company's common stock;

         -        each of the Company's directors;

         -        each individual named in the Summary Compensation Table; and

         -        all directors and current executive officers as a group.

         Information with respect to "beneficial ownership" shown in the table
below is based on information supplied by the respective beneficial owners.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. For purposes of calculating the percentage
beneficially owned by a particular beneficial owner, the shares of common stock
deemed outstanding include 39,449,548 shares outstanding as of March 31, 2002,
plus all common stock issuable on exercise of options within 60 days of March
31, 2002 held by the particular beneficial owner ("Presently Exercisable
Options"). Presently Exercisable Options are deemed to be outstanding and to be
beneficially owned by the person holding such options for the purpose of
computing the percentage ownership of such person but are not treated as
outstanding for the purpose of computing the percentage ownership of any other
person. Unless otherwise noted, the mailing address of each beneficial owner is
c/o VitalWorks Inc., 239 Ethan Allen Highway, Ridgefield, Connecticut 06877.


<TABLE>
<CAPTION>
                                                                          SHARES                 PERCENTAGE
                                                                        BENEFICIALLY            BENEFICIALLY
     NAME OF BENEFICIAL OWNER                                              OWNED                   OWNED
     ------------------------                                              -----                   -----
<S>                                                                     <C>                     <C>
     Joseph M. Walsh (1)                                                 1,974,439                  4.9
     Stephen N. Kahane, M.D. (2)                                         1,231,988                  3.0
     Michael A. Manto (3)                                                  937,199                  2.3
     C. Daren McCormick (4)                                                119,730                    *
     Stephen L. Hicks (5)                                                  192,733                    *
     Kenneth R. Adams (6)                                                  138,700                    *
     Stephen J. DeNelsky (7)                                                10,000                    *
     David B. Shepherd                                                      10,000                    *
     Frederick L. Fine(8)                                                4,188,041                  9.9
     All directors and current executive officers as a group             4,706,805                 11.0
     (9 persons)(9)
</TABLE>

*        Less than one percent.

         (1)      Includes 4,112 shares held by Mr. Walsh's spouse, a management
                  employee of the Company. Also includes options to purchase
                  911,327 shares of VitalWorks common stock, of which options to
                  purchase 58,736 shares of VitalWorks common stock are held by
                  Mr. Walsh's spouse.

         (2)      Includes options to purchase 1,208,669 shares of VitalWorks
                  common stock.

         (3)      Includes options to purchase 926,040 shares of VitalWorks
                  common stock.

         (4)      Includes options to purchase 117,262 shares of VitalWorks
                  common stock.

                                       9
<PAGE>
         (5)      Includes options to purchase 185,208 shares of VitalWorks
                  common stock.

         (6)      Includes options to purchase 10,000 shares of VitalWorks
                  common stock. Also includes 200 shares held by Mr. Adams'
                  spouse.

         (7)      Consists of options to purchase 10,000 shares of VitalWorks
                  common stock.

         (8)      Based solely upon the Schedule 13G filed by Mr. Fine on
                  February 8, 2002. Includes 7,158 shares held by Mr. Fine for
                  the benefit of his children and 2,386 shares held by a
                  charitable trust over which Mr. Fine has sole voting and
                  investment control. Also includes 2,887,944 shares issuable
                  upon the exercise of Presently Exercisable Options. As of June
                  6, 2001, Mr. Fine resigned as Chairman of the Board and a
                  director of VitalWorks, and in connection therewith, Mr. Fine
                  and VitalWorks entered into a mutual Separation Agreement
                  pursuant to which Mr. Fine's vested and unvested options to
                  purchase 931,334 shares of VitalWorks common stock were
                  cancelled. (See "Employment Contracts and Change of Control
                  Arrangements" below). The mailing address for Mr. Fine is c/o
                  Rialto, LLC, 3247 Roswell Road, Atlanta, Georgia 30305.

         (9)      Includes options to purchase 3,458,464 shares of VitalWorks
                  common stock.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         On June 30, 2000, James K. Price, a former director of the Company,
borrowed $673,144 from the Company in the form of a promissory note. The note
was subsequently amended on March 5, 2001. The note, as amended, bore interest
at a rate of prime plus 0.5% per annum and was due December 31, 2001. The
principal and a portion of the interest had been paid as of December 26, 2001.
Accrued interest of $166 was outstanding as of April 23, 2002.

         On June 30, 2000, Mr. Fine borrowed $3,115,716 from the Company in the
form of a promissory note bearing interest at prime plus 0.5%. The note was
subsequently amended on March 5, 2001 to extend the maturity date to December
31, 2001. In June 2001, the Company entered into a Separation Agreement with Mr.
Fine pursuant to which (i) the Company agreed to extend the maturity date of the
note, and the due date for interest accruing after March 31, 2001, to December
31, 2002, (ii) Mr. Fine agreed to apply a part of the severance payment received
from the Company to pay off all interest accrued on the note through and
including March 31, 2001, (iii) Mr. Fine agreed to grant a first lien security
interest in 1,000,000 shares of VitalWorks common stock to secure repayment of
the note and (iv) Mr. Fine agreed to grant a first lien security interest on all
shares received upon exercise of options to secure repayment of the note or
apply the net proceeds from any and all sales of such shares to repayment of the
note. The principal and interest were paid in full as of April 23, 2002, and
simultaneously, the liens were released.

         On June 30, 2000, Richard E. Perlman, a former director of the Company,
borrowed $1,449,049 from the Company in the form of a promissory note. The note
was subsequently amended on March 5, 2001. The note, as amended, bore interest
at a rate of prime plus 0.5% per annum and was due December 31, 2001. The
principal and a portion of the interest had been paid as of January 2, 2002.
Accrued interest of $1,399 was outstanding as of April 23, 2002.

         On June 30, 2000, the Company received a note receivable from Mr. Fine
in an amount of $2,691,882 in connection with Mr. Fine's exercise of vested
stock options. The note bears interest at a rate of prime plus 0.5% per annum
and is due June 30, 2002. In June 2001, the Company entered into a Separation
Agreement with Mr. Fine pursuant to which (i) the Company agreed to extend the
maturity date of the note, and the due date for interest accruing after March
31, 2001, to December 31, 2002, (ii) Mr. Fine agreed to apply a part of the
severance payment received from the Company to pay off all interest accrued on
the note through and including March 31, 2001, (iii) Mr. Fine agreed to grant a
first lien security interest in 1,000,000 shares of VitalWorks common stock to
secure repayment of the note and (iv) Mr. Fine agreed to grant a first lien
security interest on all shares received upon exercise of


                                       10
<PAGE>
options to secure repayment of the note or apply the net proceeds from any and
all sales of such shares to repayment of the note. The principal and interest
were paid in full as of April 23, 2002, and simultaneously, the liens were
released.

         On June 30, 2000, the Company received a note receivable from Mr.
Perlman in an amount of $2,122,800 in connection with Mr. Perlman's exercise of
vested stock options. The note bears interest at a rate of prime plus 0.5% per
annum and is due June 30, 2002. On January 2, 2002, Mr. Perlman provided a
payment of $30,562, representing the total accrued interest as of December 31,
2001. As of April 23, 2002, none of the principal had been repaid, and the total
accrued interest outstanding was $9,063.

         On June 30, 2000, the Company received a note receivable from Mr. Price
in an amount of $2,122,800 in connection with Mr. Price's exercise of vested
stock options. The note bears interest at a rate of prime plus 0.5% per annum
and is due June 30, 2002. As of April 23, 2002, none of the principal had been
repaid, and the total accrued interest outstanding was $9,073.

         As of March 31, 2001, the management of the Company determined that
collection was doubtful with respect to approximately $6 million of the balance
remaining on the above-described notes that remained outstanding as of that date
and, accordingly, the Company recorded a valuation allowance for that amount and
ceased accruing interest on these notes as of March 31, 2001. The Company has
since reduced the valuation allowance to $3 million as of March 31, 2002.


                                       11
<PAGE>
         SIGNATURES

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

                                    VITALWORKS INC.



                                    By: /s/ Joseph M. Walsh
                                        -------------------------------------
Date:  April 30, 2002                   Joseph M. Walsh
                                        President, Chief Executive Officer and
                                        Chairman of the Board of Directors

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant in the capacities indicated on April 30, 2002.

<TABLE>
<CAPTION>
SIGNATURE                                  TITLE
---------                                  -----
<S>                                        <C>

                   *                       President, Chief Executive Officer and Chairman of the
  ____________________________________     Board of Directors (Principal Executive Officer)
            Joseph M. Walsh


                   *                       Executive Vice President, Chief Financial Officer and
  ____________________________________     Director (Principal Financial and Accounting Officer)
            Michael A. Manto


                   *                       Vice Chairman, Chief Strategy Officer, and Director
  ____________________________________
     Stephen N. Kahane, M.D., M.S.


                   *                       Director
  ____________________________________
            Kenneth R. Adams


                   *                       Director
  ____________________________________
          Stephen J. DeNelsky


                   *                       Director
  ____________________________________
           David B. Shepherd


  * By:  /s/ Joseph M. Walsh
         -----------------------
         Joseph M. Walsh
         Attorney-in-Fact
</TABLE>




                                       12