<PAGE>   1

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                                 AMENDMENT NO. 1
                                   (Mark One)

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

For the fiscal year ended 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 00-26363
                       ------------

                          INTERNET PICTURES CORPORATION

             (Exact name of registrant as specified in its charter)

              DELAWARE                                    52-2213841
---------------------------------------                   -----------------
     State or other jurisdiction                          (IRS Employer
     incorporation or organization                        Identification No.)

          1009 Commerce Park Drive Oak Ridge, Tennessee    37830
          -------------------------------------------------------
            (Address of principal executive offices)   (Zip Code)

        Registrant's telephone number, including area code (865) 482-3000
                                                           --------------

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

           Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock, $.001 par value
                         -------------------------------
                                (Title of 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 this
Form 10-K. [ ]

The aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 1, 2001 was $39,397,685 (based on the average bid and ask
price of $0.609).

The number of shares outstanding of the registrant's common stock, $.001 par
value, as of March 1, 2001 was 65,952,645.

EXPLANATORY NOTE: This Form 10-K/A Amendment No. 1 is being filed in order to
include information required by Items 10 - 13 originally intended to be
incorporated by reference to the information to be included in the Company's
proxy statement for its 2001 Annual Meeting of Stockholders.

<PAGE>   2

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The following table sets forth information with respect to our directors and
executive officers as of April 1, 2001:

<TABLE>
<CAPTION>

         NAME           AGE                          TITLE
<S>                     <C>   <C>
James M. Phillips       49    Chairman of the Board and Chief Executive Officer
Donald W. Strickland    51    President and Chief Operating Officer
John J. Kalec           50    Chief Financial Officer and Executive Vice President
Matthew S. Heiter       40    Executive Vice President, General Counsel and Secretary
Steven Hicks            51    Chief Knowledge Officer and Executive Vice President
Michael D. Easterly     54    Director
John S. Hendricks       49    Director
Laban P. Jackson, Jr.   58    Director
John Moragne            44    Director
John H. Trezevant       49    Director
</TABLE>


         James M. Phillips has been the chairman and chief executive officer of
iPIX since January 2000. Mr. Phillips served as the chairman and chief executive
officer of Interactive Pictures from March 1997 to January 2000 and was a member
of Interactive Pictures' board of directors from 1995 until January 2000. From
June 1995 to March 1997, Mr. Phillips was corporate vice president of Motorola,
Inc.'s multimedia markets division, a division that manufactures, markets and
sells cable modems and other advanced telecommunications products and systems.
From June 1994 to June 1995, Mr. Phillips was vice president and general manager
for Motorola's personal communication systems division, a division that designs,
manufactures, markets and distributes PCS subscriber and infrastructure systems
and equipment and other





                                       2
<PAGE>   3


intelligent devices. Mr. Phillips also serves on the Fogelman School of Business
board of advisors at the University of Memphis and on the Chancellor's advisory
council for enhancement for the University of Tennessee, and as a director of
Tennessee Technology, Inc. and the East Tennessee Economic Council. Mr. Phillips
holds a bachelor's degree and a master's degree in business administration from
the University of Memphis.

         Donald W. Strickland has been the president and chief operating officer
of iPIX since October 2000. Mr. Strickland joined iPIX in April 2000 and served
as executive vice president until his appointment as president and chief
operating officer. Prior to joining us, Mr. Strickland was president and chief
executive officer of PictureWorks Technology, Inc., a company we purchased in
April 2000, from March 1996 until March 2000. From June 1993 until March 1996,
Mr. Strickland held the position of vice president, Imaging and Publishing at
Apple Computer. Prior to joining Apple in June 1993, Mr. Strickland spent twenty
years at Eastman Kodak Company where he held a succession of positions in
engineering, sales, marketing and executive management. Mr. Strickland holds
several degrees including a bachelor's degree in physics from Virginia Tech, a
master's degree in physics from the University of Notre Dame, a master's degree
in optics from the University of Rochester, a master's degree in management from
the Stanford Sloan School of Management and a law degree from George Washington
University.

         John J. Kalec has been the chief financial officer and executive vice
president of iPIX since January 2000. Mr. Kalec joined Interactive Pictures in
August 1998 and served as vice president and chief financial officer until
January 2000. From August 1996 to August 1998, Mr. Kalec was chief financial
officer of Clayton Homes, Inc., a company specializing in manufactured housing
headquartered in Knoxville, Tennessee. From January 1996 to August 1996, Mr.
Kalec served as senior vice president of Philips Lighting Americas. From July
1992 to December 1995, he served as managing director, finance and accounting
for Philips Components International B.V., located in Eindhoven, the
Netherlands. Mr. Kalec holds a bachelor's degree in business administration from
Lewis University and a master's degree in accountancy from DePaul University.
Mr. Kalec is a director of Clayton Homes, Inc.

         Matthew S. Heiter has been the executive vice president, general
counsel and secretary of iPIX since January 2000. Mr. Heiter served as vice
president, secretary and general counsel of Interactive Pictures from October
1999 until January 2000. Mr. Heiter was a shareholder in the law firm of Baker,
Donelson, Bearman & Caldwell, P.C. from May 1996 to October 1999. Prior to this
time, Mr. Heiter was a partner in the law firm of Waring Cox, P.L.L.C. Mr.
Heiter holds a bachelor's degree in political science from the University of
Mississippi and a juris doctor from Vanderbilt University Law School.

         Steven L. Hicks has been the chief knowledge officer and executive vice
president of iPIX since February 2000. From March 1997 until February 2000, Mr.
Hicks was chief technology officer of E.W. Scripps where he was responsible for
the company's web infrastructure. From May 1995 until March 1997, Mr. Hicks
served as president and founder of Interactive Solutions where he developed
business plans for Internet startups to secure funding. Mr. Hicks has served on
the board of directors of Tech 2020 and the Jones/Taylor Venture Fund. Mr. Hicks
holds a bachelor's degree in accounting and finance from Ohio State University
and is a certified public accountant.



                                       3
<PAGE>   4

         Michael D. Easterly has served as director of iPIX since January 2000.
Mr. Easterly served as a director of Interactive Pictures from December 1999 to
January 2000. Since 1994, Mr. Easterly has been president and is also chief
executive officer of Legacy Investment Group, Inc. and chief manager of Legacy
Lodging, L.L.C. Mr. Easterly holds a bachelor's of science degree from the
University of Tennessee and a master's degree in business administration from
Georgia State University.

         John S. Hendricks has been a director of iPIX since January 2000. Mr.
Hendricks served as a director of Interactive Pictures from January 1997 until
January 2000. Since 1982, Mr. Hendricks has been chairman and chief executive
officer of Discovery Communications, Inc., a television broadcasting company. He
is also a member of the boards of directors of the National Museum of Natural
History, Smithsonian Institution; the James Madison Council, Library of
Congress; and the National Cable Television Association. Mr. Hendricks is also a
member of the advisory board of the Lowell Observatory. Mr. Hendricks holds a
bachelor's degree and an honorary doctorate from the University of Alabama in
Huntsville.

         Laban P. Jackson, Jr. has been a director of iPIX since January 2000.
Mr. Jackson served as a director of Interactive Pictures from January 1989 until
January 2000. Since January 1989, Mr. Jackson has served as chairman of Clear
Creek Properties, a real estate development company. Mr. Jackson is a director
of BankOne Corporation and Gulf Stream Home and Garden, Inc. Mr. Jackson is a
graduate of the United States Military Academy.

         John Moragne has been a  director of iPIX since January 2000. Mr.
Moragne served as director of bamboo.com, Inc. from March 1999 until January
2000. Since May 1993, Mr. Moragne has served as managing director of Trident
Capital, a private equity investment firm. Mr. Moragne holds a bachelor of arts
from Dartmouth College, a master of sciences degree from the Stanford Graduate
School of applied Earth Sciences and a master's degree in business
administration from the Stanford Graduate School of Business.

         John Trezevant has been a director of iPIX since January 2000. Mr.
Trezevant served as a director of Interactive Pictures from December 1999 until
January 2000. Since 1994, Mr. Trezevant has been president and chief executive
officer of Trezevant Realty Corporation and general partner of Trezevant
Properties, both specializing in commercial real estate ventures.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         The federal securities laws require our directors and executive
officers and persons who beneficially own more than 10% of a registered class of
our equity securities to file with the SEC initial reports of ownership and
reports of changes in ownership of our securities. Based solely on our review of
the copies of these forms received by us or representations from certain
reporting persons, we believe that SEC beneficial ownership reporting
requirements for 2000 were met with the following exception:

         A Form 4 was not filed timely to report an option exercise by Mr.
Phillips that occurred in December 1999, but was subsequently reported in a
filing on Form 4 filed on January 27, 2000.



                                       4
<PAGE>   5


         Due to the complexity of the reporting rules, we have instituted
procedures to assist our officers and directors with these obligations.

ITEM 11.  EXECUTIVE COMPENSATION

         The table below sets forth summary compensation information for each of
the last two fiscal years with regard to our chief executive officer and our
four other most highly compensated executive officers who are referred to as
named officers.

Executive Compensation Table

<TABLE>
<CAPTION>
                                                                              ANNUAL COMPENSATION
                                                                              -------------------
                                                                                            LONG-TERM
                                                                                           COMPENSATION
                                                                                      -----------------------
                                                    FISCAL YEAR                       RESTRICTED   SECURITIES
                                                 -------------------                    STOCK      UNDERLYING       ALL OTHER
         NAME AND PRINCIPAL POSITION                          SALARY          BONUS     AWARDS      OPTIONS        COMPENSATION
         ---------------------------                          ------          -----     ------      -------        ------------
         <S>                                     <C>        <C>              <C>      <C>          <C>             <C>
         James M. Phillips                        2000      $468,228         $250,000   $  --          --           $    --
           Chairman and Chief                     1999       393,044          550,000      --          --             338,010(1)
           Executive Officer

         Donald W. Strickland                     2000       394,603             --        --          --                --
           President & Chief                      1999          --  (2)          --        --          --                --
           Operating Officer


         John J. Kalec                            2000       239,747           75,000      --          --                --
           Chief Financial Officer                1999       176,532          200,000      --          --                --

         Steve Hicks                              2000       220,357(3)        25,000      --          --                --
           Chief Administrative Officer           1999          --               --        --          --                --


         Matthew S. Heiter                        2000       244,794             --        --          --                --
            General Counsel                       1999          --  (4)          --        --          --                --


         Jeffrey D. Peters                        2000       292,624(5)        75,000      --          --                --
                                                  1999       302,626          200,000      --          --              18,442(6)

         Mark R. Searle                           2000       115,558(7)          --        --          --                --
                                                  1999       137,500             --        --          --                --

</TABLE>

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

      (1)   This amount represents a relocation expense of $313,825 and life
            insurance premiums of $24,185 we paid on behalf of Mr. Phillips.
      (2)   Mr. Strickland joined us in April 2000.
      (3)   Mr. Hicks joined us in February 2000.
      (4)   Mr. Heiter joined us in December 1999.
      (5)   Mr. Peters resigned as our president and chief operating officer in
            September, 2000, but continues to serve as a consultant.
      (6)   This amount represents a relocation expense we paid on behalf of Mr.
            Peters.
      (7)   Mr. Searle resigned as our Chief Operating Officer in May, 2000.



                                       5
<PAGE>   6

    The table below sets forth information regarding stock option holdings held
by the named officers as of December 31, 2000.

Stock Option Grants in the Fiscal Year ended December 31, 2000

<TABLE>
<CAPTION>

                                                      INDIVIDUAL GRANTS
                                   ----------------------------------------------------        POTENTIAL REALIZABLE VALUE AT
                                                    PERCENTAGE                                 ASSUMED ANNUAL RATES OF STOCK
                                                    OF TOTAL                                    PRICE APPRECIATION FOR OPTION
                                    NUMBER OF        OPTIONS                                               TERM(1)
                                     OPTIONS       GRANTED TO     EXERCISE                  ---------------------------------------
                                   GRANTED IN     EMPLOYEES IN     PRICE     EXPIRATION
                NAME               FISCAL 2000     FISCAL 2000   ($/SHARE)      DATE       0%($)           5%($)           10%($)
                ----               -----------     -----------   ---------      ----      ------           -----           ------
         <S>                      <C>            <C>             <C>         <C>           <C>         <C>              <C>
         James M. Phillips         1,000,000          11.4        $30.440     2/22/10        --        $19,143,552      $48,513,520
                                     500,000           5.7         12.313     5/17/10        --          3,871,790        9,811,875

         Donald W. Strickland        100,000           1.1         28.750     4/03/10        --          1,808,072        4,582,010
                                     150,000           1.7         12.313     5/17/10        --          1,161,537        2,943,563

         John J. Kalec                75,000           0.9         30.000     3/06/10        --          1,415,013        3,585,921
                                      37,500           0.4         12.313     5/17/10        --            290,384          735,891

         Steve Hicks                  75,000           0.9         28.000     2/14/10        --            290,384          735,891
                                      25,000           0.3         12.313     5/17/10        --          1,320,679        3,346,859

         Matthew S. Heiter            37,500           0.4         12.313     5/17/10        --            193,589          490,594

         Jeffrey D. Peters            75,000           0.9         12.313     3/06/10        --          1,415,013        3,585,921
                                      75,000           0.9         30.000     5/17/10        --            580,768        1,471,781

         Mark R. Searle               75,000           0.9         30.000     3/06/10        --          1,415,013        3,585,921

</TABLE>

Stock Option Exercise and Values for Fiscal Year ended December 31, 2000

<TABLE>
<CAPTION>

                                                                        NUMBER OF SHARES
                                                                           UNDERLYING              VALUE OF UNEXERCISED
                                         NUMBER                      UNEXERCISED OPTIONS AT            IN-THE-MONEY
                                        OF SHARES                          FY-END, 2000           OPTIONS AT FY-END, 2000
                                        ACQUIRED                   ---------------------------  ----------------------------
                                           ON           VALUE
                      NAME              EXERCISE      REALIZED     EXERCISABLE   UNEXERCISABLE   EXERCISABLE   UNEXERCISABLE
                      ----              --------      --------     -----------   -------------   -----------   -------------
           <S>                          <C>           <C>          <C>           <C>             <C>           <C>
           James M. Phillips(1)            --             --        1,465,457      1,274,155         --             --
           Donald W. Strickland(1)         --             --          107,024        293,222         --             --
           John J. Kalec(1)                --             --           85,359        166,818         --             --
           Steve Hicks(1)                  --             --             --          100,000         --             --
           Matthew S. Heiter(1)            --             --          205,350        105,951         --             --
           Jeffrey D. Peters(1)            --             --          120,277        215,958         --             --
           Mark R. Searle               164,000      2,456,903           --             --           --             --

</TABLE>

         (1) These officers did not exercise any options in 2000.

EMPLOYMENT AGREEMENTS

         We have entered into employment agreements with the following named
officers.

         James M. Phillips. Mr. Phillips' employment agreement expires on
December 31, 2004 and is renewable automatically for one year periods unless
terminated by us or Mr. Phillips. Mr. Phillips receives an annual salary of
$425,000 and is eligible for a performance based bonus. We may terminate Mr.
Phillips' employment agreement with or without cause; however, if we terminate
the agreement without cause, in connection with a change of control, or if Mr.
Phillips resigns for good reason, Mr. Phillips is entitled to a severance
payment of $3,000,000.



                                       6
<PAGE>   7


         Donald W. Strickland. Mr. Strickland's employment agreement continues
indefinitely unless terminated by us or Mr. Strickland. Mr. Strickland is
entitled to receive an annual salary of $300,000 and is eligible for an annual
bonus. We may terminate Mr. Strickland's employment agreement with or without
cause; however, if we terminate the agreement without cause, Mr. Strickland is
entitled to a severance payment equal to $300,000, unless Mr. Strickland secures
another full-time position prior to the first anniversary of his date of
termination. In the event of a change of control, 50% of the unvested stock
options owned by Mr. Strickland shall immediately be vested.

         John J. Kalec. Mr. Kalec's employment agreement expires on December 31,
2001 and is renewable automatically for one year periods unless terminated by us
or Mr. Kalec. Mr. Kalec receives an annual salary of $250,000 and is eligible
for a performance based bonus. We may terminate the agreement with or without
cause; however, if we terminate the agreement without cause, in connection with
a change of control, or if Mr. Kalec resigns for good reason, Mr. Kalec is
entitled to a severance payment of $250,000.

         Steve Hicks. Mr. Hicks' employment agreement continues indefinitely
unless terminated by us or Mr. Hicks. Mr. Hicks is entitled to receive an annual
salary of $250,000. We may terminate Mr. Hicks employment agreement with or
without cause or in connection with a change of control, however, if we
terminate the agreement without cause, Mr. Hicks is entitled to a severance
payment equal to $125,000.

         Matthew S. Heiter. Mr. Heiter's employment agreement expires on
December 31, 2001 and is renewable automatically for one year periods unless
terminated by us or Mr. Heiter. Mr. Heiter receives an annual salary of $250,000
and is eligible for a performance based bonus. We may terminate the agreement
with or without cause; however, if we terminate the agreement without cause, in
connection with a change of control, or if Mr. Heiter resigns for good reason,
Mr. Heiter is entitled to a severance payment of $250,000.

DIRECTOR COMPENSATION

         Directors do not receive cash compensation for their service as members
of the board of directors, although they are reimbursed for expenses in
connection with attendance at board and committee meetings. Additional
compensation is not provided for committee participation or special assignments
of the board of directors. From time to time, our directors have received and
may continue to receive grants of options to purchase common stock.

REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

         The following is a report of the compensation committee of the board of
directors describing the compensation policies applicable to our executive
officers during the fiscal year ended December 31, 2000. The compensation
committee is responsible for establishing and monitoring our general
compensation policies and compensation plans, as well as the specific
compensation levels for executive officers. It also makes recommendations to the
board of directors concerning the granting of awards under our stock plans.



                                       7
<PAGE>   8


         For the fiscal year ended December 31, 2000, the process utilized by
the compensation committee in determining executive compensation levels was
based on the subjective judgment of the compensation committee. Among the
factors considered by the compensation committee were the recommendations of the
chief executive officer with respect to the compensation of our key executive
officers. However, the compensation committee made the final compensation
decisions concerning those officers.

General Compensation Policy

         Our compensation policy is designed to attract and retain qualified key
executives critical to our growth and long-term success. It is the objective of
the board to have a portion of each executive's compensation contingent upon our
financial performance as well as upon the individual's personal performance.
Accordingly, each executive officer's compensation package is comprised of three
elements: (i) base salary which reflects individual performance and expertise,
(ii) variable bonus awards payable in cash and tied to the achievement of
certain performance goals that the board establishes from time to time and (iii)
long-term stock-based incentive awards which are designed to strengthen the
mutuality of interests between the executive officers and our stockholders.

         The summary below describes in more detail the factors which we
consider in establishing each of the three primary components of the
compensation package provided to the executive officers.

Base Salary

         The level of base salary is established primarily on the basis of the
individual's qualifications and relevant experience, the strategic goals for
which he or she has responsibility, the compensation levels at companies which
compete with us for business and executive talent and the incentives necessary
to attract and retain qualified management. Base salary is adjusted each year to
take into account the individual's performance and to maintain a competitive
salary structure.

Cash-Based Incentive Compensation

         Cash bonuses are awarded on a discretionary basis to executive officers
on the basis of their success in achieving designated individual goals and our
success in achieving specific company-wide goals, such as customer satisfaction,
revenue growth and earnings growth.

Long-Term Incentive Compensation

         We have utilized our stock option plans to provide executives and other
key employees with incentives to maximize long-term stockholder value. Awards
under this plan take the form of stock options, restricted stock awards and
stock purchase rights designed to give the recipient a significant equity stake
in the company and thereby closely align his or her interests with those of our
stockholders. Factors considered in making such awards include the individual's
position, his or her performance and responsibilities and industry practices and
standards. Long-term



                                       8
<PAGE>   9

incentives granted in prior years and existing level of stock ownership are also
taken into consideration.

         Each option grant allows the executive officer to acquire shares of
common stock at a fixed price per share (the fair market value on the date of
grant) over a specified period of time (up to 10 years). In 2000, the
compensation committee granted options to executive officers that vest over a
two year period, half of which vested at the end of the first year and the rest
of which vest monthly thereafter. We expect that options granted to executive
officers in the future will vest over a three-year period. The number of awards
granted to individual executives is based on demonstrated performance and
independent survey data reflecting competitive market practice. Accordingly, the
award grant will provide a return to the executive officer only if he or she
remains in our service, and then only if the market price of the common stock
appreciates over the award term.

Compensation of the Chief Executive Officer

         James M. Phillips served as our chief executive officer in 2000 and
continues to serve as our chief executive officer. The compensation committee
determined Mr. Phillips' base salary after evaluating a number of factors,
including salaries of chief executive officers of companies of similar size in
the industry, his performance and our performance generally. Mr. Phillips' base
salary in 2000 was $425,000. In 2000, we completed several significant
transactions, including completing a follow-on offering of our common stock and
several acquisitions. Mr. Phillips received cash bonuses of $250,000 in 2000.

         During fiscal 2000, the compensation committee reviewed the status of
Mr. Phillips' options based on the review of option holdings by individuals in
comparable positions in comparable companies. The compensation committee desired
to maximize stockholder value by linking Mr. Phillips' compensation to the
performance of our common stock. As a result, we issued Mr. Phillips stock
options to purchase 1,500,000 shares of our common stock in 2000.

Deductibility of Executive Compensation

         The compensation committee has considered the impact of Section 162(m)
of the Internal Revenue Code adopted under the Omnibus Budget Reconciliation Act
of 1993, which section disallows a deduction for any publicly held corporation
for individual compensation exceeding $1 million in any taxable year for the
chief executive officer and four other most highly compensated executive
officers, respectively, unless such compensation meets the requirements for the
"performance-based" exception to Section 162(m). As the cash compensation paid
by us to each of our executive officers is expected to be below $1 million and
the compensation committee believes that options granted under our stock option
plans to these officers will meet the requirements for qualifying as
performance-based, the compensation committee believes that Section 162(m) will
not affect the tax deductions available to us with respect to the compensation
of our executive officers. It is the compensation committee's policy to qualify,
to the extent reasonable, our executive officers' compensation for deductibility
under applicable tax law. However, we may from time to time pay compensation to
our executive officers that may not be deductible.




                                       9
<PAGE>   10

Compensation Committee,

         John S. Hendricks
         Laban P. Jackson, Jr.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         Leonard McCurdy, a former director, and Messrs. Jackson and Hendricks
served during fiscal year 2000 as members of the compensation committee of the
board of directors. None of these persons are or have been an officer or
employee of ours, except that Leonard McCurdy was the chairman and chief
executive officer of bamboo.com, Inc. prior to the merger of bamboo.com, Inc.
and Interactive Pictures Corporation on January 19, 2000. None of our executive
officers has served as a director or member of the compensation committee of any
other entity whose executive officers served on our board of directors or
compensation committee.





                                       10
<PAGE>   11


    PERFORMANCE GRAPH

         The graph below compares our performance since our initial public
offering with the performance of the Nasdaq index and the ISDEX, an index
featuring 50 publicly traded Internet companies with representation from twelve
Internet sectors. It reflects an investment of $100.00 on August 25, 1999, the
day our stock became publicly traded.


                          TOTAL RETURN TO STOCKHOLDERS
                      (ASSUMES $100 INVESTMENT ON 8/25/99)

<TABLE>
<CAPTION>

     ---------------------------------------------------------------------
     TOTAL RETURN ANALYSIS

                                      8/25/99        12/31/99     12/31/00
     <S>                             <C>             <C>          <C>
     ---------------------------------------------------------------------
     Internet Pictures Corp.         $ 100.00        $ 236.61      $ 13.84
     ---------------------------------------------------------------------
     Nasdaq Composite                $ 100.00        $ 145.18      $ 88.14
     ---------------------------------------------------------------------
     ISDEX                           $ 100.00        $ 167.83      $ 70.47
     ---------------------------------------------------------------------
</TABLE>

     Source: Carl Thompson Associates www.ctaonline.com (800) 959-9677. Data
             From BRIDGE Information Systems, Inc.



                                       11
<PAGE>   12


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The table below shows the amount of our common stock beneficially owned
by (a) each stockholder known to our management to be the beneficial owner of
more than 5% of the outstanding shares of our common stock, (b) each of our
directors and named executive officers, and (c) all current directors and
executive officers as a group. Unless otherwise stated, the address for each
person in the table is 1009 Commerce Park Drive, Oak Ridge, Tennessee, 37830.

         Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission (the "SEC") and includes voting or investment
power with respect to the shares. To our knowledge, except under applicable
community property laws or as otherwise indicated, the persons named in the
table have sole voting and sole investment control with regard to all shares
beneficially owned. The number of shares of common stock outstanding used in
calculating the percentage for each listed person includes the shares of our
common stock underlying options or warrants exercisable within 60 days of April
1, 2001, but excludes shares of common stock underlying options held by other
persons. We are presenting ownership information as of April 1, 2001.

<TABLE>
<CAPTION>

                                                           NUMBER OF SHARES
                 NAME AND ADDRESS OF BENEFICIAL OWNER     BENEFICIALLY OWNED  PERCENTAGE OF SHARES(%)
                 ------------------------------------     ------------------  -----------------------
                 <S>                                      <C>                 <C>
                 James M. Phillips                           1,863,273(1)              2.7
                 Michael D. Easterly                            10,762(2)               *
                 John S. Hendricks                             596,521(3)               *
                 Laban P. Jackson, Jr.                         290,325(4)               *
                 Funds affiliated with Trident
                 Capital                                        15,278(5)               *
                    John Moragne
                     2480 Sand Hill Road
                     Menlo Park, CA   94025
                 John Trezevant                                 10,762(6)               *
                 Matt Heiter                                   121,349(7)               *
                 John J. Kalec                                 112,798(8)               *
                 Jeffrey D. Peters                             217,045(9)               *
                 Donald W. Strickland                          247,235(10)
                 Steve Hicks                                    25,000(11)              *
                 Mark Searle                                      168,000               *
                 All directors and executive officers
                   as a group (12) persons                      3,678,348              5.1

</TABLE>

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

    * Less than one percent

    (1) Includes 3,519 shares held in trust for the benefit of Mr. Phillips'
        minor children and 1,849,754 shares of common stock issuable upon the
        exercise of stock options.
    (2) Includes 8,762 shares of common stock issuable upon the exercise of
        stock options.
    (3) Includes 23,280 shares of common stock issuable upon the exercise of
        stock options. Also includes 111,698 shares of common stock held by
        Hendricks Family Investments, L.L.C. and includes 461,543 shares of
        common stock held by Discovery Communications, Inc., of which Mr.
        Hendricks is chairman and chief executive officer and to which he
        disclaims all beneficial ownership.
    (4) Includes 2,738 shares held by Mr. Jackson's wife.
    (5) Mr. Moragne, a member of our board of directors, is a member of Trident
        Capital Management - II, L.L.C., the general partner of Information
        Associates - II, L.P. Mr. Moragne is also a member of IA - II Affiliates
        Fund, L.L.C. Mr. Moragne disclaims beneficial ownership of the shares
        held by Information Associates - II, L.P. and IA - II Affiliates Fund,
        L.L.C., except to the extent of his pecuniary interest.
    (6) Includes 8,762 shares of common stock issuable upon the exercise of
        stock options.
    (7) Includes 115,325 shares of common stock issued pursuant to a grant of
        restricted stock.
    (8) Includes 88,044 shares of common stock issued pursuant to a grant of
        restricted stock.
    (9) Includes 205,406 shares of common stock issuable upon the exercise of
        stock options.



                                       12
<PAGE>   13


    (10) Includes 72,125 shares of common stock issued pursuant to a grant of
         restricted stock and 111,744 shares of common stock issuable upon the
         exercise of stock options.
    (11) Includes 25,000 shares of common stock issued pursuant to a grant of
         restricted stock.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Persons who are directors, executive officers and affiliates of ours
entered into the following transactions during fiscal year 2000:

         During 2000, Mr. Phillips obtained a $2,000,000 loan under a line of
credit made available through his amended employment agreement. Interest accrued
at a rate of 9.5% during 2000. The loan is secured solely by our common stock
owned by Mr. Phillips and the stock options granted to him pursuant to his
amended employment agreement. The line of credit is made available through the
term of his employment agreement ending December 31, 2004.

         In September 1996, Mr. Strickland, our president and chief operating
officer, exercised the right to purchase 393,393 shares of Pictureworks
Technology, Inc. in exchange for a full recourse promissory note issued to
Pictureworks in the amount of $126,000. Interest accrues semiannually at a 6.74%
annual rate. The note and accrued interest are due and payable upon the earliest
to occur of any of the following: (i) the termination of Mr. Strickland's
employment relationship with us, (ii) upon the sale of certain shares purchased
whereby proceeds from the sale are greater than or equal to the other
outstanding amount owing on the note, or (iii) September 2002.




                                       13

<PAGE>   14


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.


                                      INTERNET PICTURES CORPORATION

                                      By:  /s/ James M. Phillips
                                          --------------------------------------
                                      James M. Phillips
                                      Chairman of the Board and Chief Executive
                                      Officer

                                      Date:  April 30, 2001

Pursuant to the requirements of the Securities and Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

SIGNATURE                       TITLE                                   DATE
<S>                             <C>                                     <C>
/s/ James M. Phillips           Chairman of the Board and Chief         April 30, 2001
-----------------------------   Executive Officer                       --------------
   James M. Phillips


/s/        *                    President and Chief Operating Officer   April 30, 2001
-----------------------------                                           --------------
  Donald W. Strickland


/s/        *                    Chief Financial Officer (Chief          April 30, 2001
-----------------------------   Accounting Officer)                     --------------
     John J. Kalec


/s/        *                    Director                                April 30, 2001
-----------------------------                                           --------------
  Michael D. Easterly


/s/        *                    Director                                April 30, 2001
-----------------------------                                           --------------
   John S. Hendricks


/s/        *                    Director                                April 30, 2001
-----------------------------                                           --------------
  Laban P. Jackson, Jr.


/s/        *                    Director                                April 30, 2001
-----------------------------                                           --------------
      John Moragne


/s/        *                    Director                                April 30, 2001
-----------------------------                                           --------------
   John H. Trezevant


*By: /s/ James M. Phillips
     ------------------------
     Power of Attorney

</TABLE>



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