<PAGE>   1

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

                                    FORM 10-Q

(Mark One)

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

                  For the quarterly period ended March 31, 1999

[ ]  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 0-27030

                             INFINIUM SOFTWARE, INC.
             (Exact name of registrant as specified in its charter)

         Massachusetts                                    04-2734036
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)


                    25 Communications Way, Hyannis, MA 02601
          (Address of principal executive offices, including Zip Code)


                                 (508) 778-2000
              (Registrant's telephone number, including area code)

                                   ----------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 12 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 [ ]

The number of shares outstanding of the registrant's Common Stock on April 30,
1999 was 12,459,961.

================================================================================

<PAGE>   2
                             INFINIUM SOFTWARE, INC.

                                      INDEX

                                                                            PAGE

PART I - FINANCIAL INFORMATION

  ITEM 1. Financial Statements

               Condensed Consolidated Balance Sheet
                  at September 30, 1998 and  March 31, 1999................    3

               Condensed Consolidated Statement of Operations
                  for the three and six months ended 
                  March 31, 1998 and 1999..................................    4

               Condensed Consolidated Statement of Cash Flows
                  for the six months ended March 31, 1998 and 1999.........    5

               Notes to Condensed Consolidated Financial Statements........  6-8

  ITEM 2.      Management's Discussion and Analysis of Financial 
                  Condition and Results of Operations...................... 8-17

  ITEM 3.      Quantitative and Qualitative Disclosures 
                  about Market Risk .......................................   17

PART II - OTHER INFORMATION

  ITEMS 1.- 3. Not applicable .............................................   18

  ITEM 4.      Submission of Matters to a Vote of Security Holders ........   18

  ITEM 5.      Not applicable .............................................   18

  ITEM 6.      Exhibits and Reports on Form 8-K ...........................   18

SIGNATURES.................................................................   19

EXHIBIT INDEX..............................................................   20

EXHIBITS...................................................................   21







                                       2
<PAGE>   3
PART I - FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS


                             INFINIUM SOFTWARE, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEET
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                    SEPTEMBER 30,     MARCH 31,
                                                                        1998            1999
                                                                    ------------      --------
                                                                                     (UNAUDITED)
<S>                                                                   <C>             <C>     
                                ASSETS

Current assets:
  Cash and cash equivalents ........................................  $ 12,708        $ 12,629
  Marketable securities at fair market value .......................    33,585          30,601
  Accounts receivable, less allowance for doubtful accounts
      of $1,650 and $1,725 at September 30, 1998 and
      March 31, 1999, respectively .................................    27,383          25,822
  Deferred income taxes ............................................     2,482           2,482
  Prepaid expenses and other current assets ........................     6,103           5,679
                                                                      --------        --------
            Total current assets ...................................    82,261          77,213
                                                                      --------        --------
  Property and equipment, net ......................................     7,442           9,253
  Capitalized software development costs, net ......................     9,643          10,516
  Goodwill and other intangible assets, net ........................     2,245           1,964
  Deferred income taxes ............................................     1,731           1,731
  Other assets .....................................................     3,093           3,071
                                                                      --------        --------
            Total assets ...........................................  $106,415        $103,748
                                                                      ========        ========

                  LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable .................................................  $  8,136        $  8,877
  Accrued expenses .................................................    14,672          12,432
  Income taxes payable .............................................     3,068           1,701
  Deferred revenue .................................................    35,991          34,658
                                                                      --------        --------
            Total current liabilities ..............................    61,867          57,668
                                                                      --------        --------
Deferred revenue ...................................................     1,586           1,529
                                                                      --------        --------
            Total liabilities ......................................    63,453          59,197
                                                                      --------        --------
Common stock, $.01 par value; authorized 40,000 shares,
      issued and outstanding 12,517 and 12,460 shares at
      September 30, 1998 and March 31, 1999, respectively ..........       126             126
Additional paid-in capital .........................................    36,644          36,779
Retained earnings ..................................................     7,804           8,883
Cumulative translation adjustment ..................................      (319)           (327)
                                                                      --------        --------
                                                                        44,255          45,461
  Less: treasury stock at cost, 89 and 147 shares at
      September 30, 1998 and March 31, 1999, respectively ..........    (1,293)           (910)
                                                                      --------        --------
            Total stockholders' equity .............................    42,962          44,551
                                                                      --------        --------
            Total liabilities and stockholders' equity .............  $106,415        $103,748
                                                                      ========        ========
</TABLE>






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



                                       3
<PAGE>   4
                             INFINIUM SOFTWARE, INC.

                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                         THREE MONTHS ENDED       SIX MONTHS ENDED
                                                              MARCH 31,               MARCH 31,
                                                         -------------------     ------------------
                                                          1998        1999        1998       1999
                                                         -------     -------     -------    -------
<S>                                                      <C>         <C>         <C>        <C>    
Revenue:
  Software license fees .............................    $ 8,878     $ 9,237     $16,596    $17,775
  Service revenue ...................................     17,240      22,128      33,756     43,673
                                                         -------     -------     -------    -------
          Total revenue .............................     26,118      31,365      50,352     61,448
                                                         -------     -------     -------    -------
Operating costs and expenses:                                                                      
  Cost of software license fees .....................      1,487       2,353       3,036      4,280
  Cost of services ..................................      7,879      10,262      14,795     19,712
  Research and development ..........................      4,484       4,952       8,510     10,213
  Sales and marketing ...............................      8,559      10,253      16,814     20,182
  General and administrative ........................      2,121       2,953       4,457      5,338
                                                         -------     -------     -------    -------
          Total operating costs and expenses ........     24,530      30,773      47,612     59,725
                                                         -------     -------     -------    -------
                                                                                                   
Income from operations ..............................      1,588         592       2,740      1,723
Other income, net ...................................        448         311         845        742
                                                         -------     -------     -------    -------
Income before provision for income taxes ............      2,036         903       3,585      2,465
Provision for income taxes ..........................        651         289       1,147        789
                                                         -------     -------     -------    -------
Net income ..........................................    $ 1,385     $   614     $ 2,438    $ 1,676
                                                         =======     =======     =======    =======
                                                                                                   
Basic earnings per share ............................    $  0.11     $  0.05     $  0.20    $  0.13
                                                         =======     =======     =======    =======
Diluted earnings per share ..........................    $  0.10     $  0.05     $  0.18    $  0.13
                                                         =======     =======     =======    =======
</TABLE>












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


 
                                      4
<PAGE>   5
                           INFINIUM SOFTWARE, INC.

                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                             SIX MONTHS ENDED
                                                                                 MARCH 31,
                                                                           --------------------
                                                                             1998        1999
                                                                           --------     -------  
<S>                                                                        <C>          <C>      
Cash flows from operating activities:
  Net income ...........................................................   $  2,438     $ 1,676  
  Adjustments to reconcile net income to net cash                                                
    provided by operating activities:                                                            
     Depreciation and amortization .....................................      3,203       4,389  
     Allowance for doubtful accounts ...................................        458         175  
     Deferred income taxes .............................................         45          --  
     Changes in operating assets and liabilities:                                                
         Accounts receivable ...........................................        (94)      1,327  
         Prepaid expenses and other current assets .....................       (829)        389  
         Other assets ..................................................       (328)         17  
         Accounts payable ..............................................        (54)        755  
         Accrued expenses ..............................................        (99)     (2,202) 
         Income taxes payable ..........................................        485      (1,183) 
         Deferred revenue                                                     1,284      (1,291) 
                                                                           --------     -------  
           Net cash provided by operating activities ...................      6,509       4,052  
                                                                           --------     -------  
                                                                                                 
Cash flows from investing activities:                                                            
  Purchase of marketable securities ....................................    (18,164)     (9,774) 
  Sale of marketable securities ........................................     14,569      12,758  
  Purchase of property and equipment ...................................     (1,457)     (3,609) 
  Capitalization of software development costs .........................     (1,907)     (3,250) 
                                                                           --------     -------  
           Net cash used in investing activities .......................     (6,959)     (3,875) 
                                                                           --------     -------  
Cash flows from financing activities:                                                            
  Proceeds from exercise of stock options and 
    employee stock purchase plan .......................................      1,783         328  
  Purchase of treasury stock ...........................................       (400)       (542) 
                                                                           --------     -------  
           Net cash provided by (used in) financing activities .........      1,383        (214) 
                                                                           --------     -------  
Effect of foreign exchange rate changes on cash ........................        (97)        (42) 
                                                                           --------     -------  
Net increase (decrease) in cash and cash equivalents ...................        836         (79) 
                                                                           --------     -------  
Cash and cash equivalents, beginning of period .........................      9,779      12,708  
                                                                           --------     -------  
Cash and cash equivalents, end of period ...............................   $ 10,615     $12,629  
                                                                           ========     =======  

</TABLE>











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


                                       5
<PAGE>   6
                            INFINIUM SOFTWARE, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                  (UNAUDITED)

1.   BASIS OF PRESENTATION

     The information at March 31, 1998 and 1999 and for the three and six month
periods then ended is unaudited, but includes all adjustments (consisting only
of normal recurring entries) which the Company's management believes to be
necessary for the fair presentation of the financial position, results of
operations, and changes in cash flows for the periods presented. The
accompanying interim condensed consolidated financial statements should be read
in conjunction with the financial statements and related notes included in the
Company's Annual Report on Form 10-K for the fiscal year ended September 30,
1998. Certain information and notes normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to the Securities and Exchange Commission rules
and regulations. Interim results of operations for the three and six month
periods ended March 31, 1999 are not necessarily indicative of operating results
for the full fiscal year.

2.   STOCK REPURCHASE PROGRAM

     In February 1998, the Company announced that it would be initiating a stock
repurchase program of up to $6,000 of common stock to use to meet requirements
of its employee stock option and stock purchase plans. No minimum number or
value of shares to be repurchased has been fixed nor has a time limit as to the
duration of the program been established. The Company repurchased 191 shares at
a cost of $2,944 and reissued 102 shares during the year ended September 30,
1998. The Company repurchased 120 shares at a cost of $542 for the six months
ended March 31, 1999 and reissued 62 shares during that same six month period.

3.   RECENTLY ISSUED ACCOUNTING STANDARDS

     In June 1997, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No.131, Disclosures about
Segments of an Enterprise and Related Information. This statement is effective
for fiscal years beginning after December 15, 1997 (October 1, 1998 for the
Company). The Company will implement this statement as required. The future
adoption of SFAS 131 is not expected to have a material effect on the Company's
consolidated financial position or results of operations.

    In June 1998, the FASB issued SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities. SFAS 133 is effective for all fiscal
quarters of all fiscal years beginning after June 15, 1999 (October 1, 1999 for
the Company). SFAS 133 requires that all derivative instruments be recorded on
the balance sheet at their fair value. Changes in the fair value of derivatives
are recorded each period in current earnings or other comprehensive income,
depending on whether a derivative is designated as part of a hedge transaction
and, if it is, the type of hedge transaction. The Company anticipates that the
adoption of SFAS 133 will not have a significant effect on the Company's results
of operations or its financial position.

4.   COMPREHENSIVE INCOME

     In the first quarter of fiscal 1999, the Company adopted SFAS No.130
Reporting Comprehensive Income. This statement requires disclosure of
comprehensive income and its components in interim and annual reports.
Comprehensive income includes all changes in stockholders' equity during a
period except those resulting from investments by stockholders and distributions
to stockholders. Accordingly, the components of comprehensive income include net
income, cumulative translation adjustments and realized gains and losses on
available-for-sale securities. Foreign currency translation adjustments resulted
in a loss of $36 and a gain of $9 for the three months ended March 31,1998 and
1999, respectively with losses of



                                       6
<PAGE>   7

                             INFINIUM SOFTWARE, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   (UNAUDITED)

4.   COMPREHENSIVE INCOME, CONTINUED

$72 and $8 for the six months ended March 31, 1998 and 1999, respectively. There
were no unrealized gains or losses on available-for-sale securities for the
three months ended March 31, 1998 and 1999.

5.   WRITE-OFF OF CAPITALIZED SOFTWARE COSTS

    During the second quarter of 1999, the Company wrote-off $430 of capitalized
third party developed software costs related to a product the Company no longer
plans to market and which had no alternative future use.

6.   LEGAL SETTLEMENT

     The Company settled a dispute with a former business partner for $350
during the quarter. The payment is classified within general and administrative
expense.

7.   NET INCOME PER COMMON SHARE

     Basic earnings per share is determined by dividing net income applicable to
common stockholders by the weighted average number of common shares outstanding
during the period. Diluted earnings per share is determined by dividing net
income applicable to common stockholders by the weighted average number of
common shares and common share equivalents outstanding during the period. Common
share equivalents are included in the diluted earnings per share calculation
when dilutive. Common share equivalents consisting of common stock issuable upon
exercise of outstanding common stock options are computed using the treasury
stock method.

     The computation of basic and diluted earnings per share for the three and
six months ended March 31, 1998 and 1999 is as follows:

<TABLE>
<CAPTION>
                                                              THREE MONTHS ENDED
                                          ----------------------------------------------------------
                                                  MARCH 31, 1998                 MARCH 31, 1999
                                          ---------------------------    ---------------------------
                                          INCOME   SHARES   PER SHARE    INCOME   SHARES   PER SHARE
                                          ------   ------   ---------    ------   ------   ---------
<S>                                       <C>      <C>         <C>        <C>     <C>         <C>  
BASIC EARNINGS PER SHARE:
  Income available to
    common stockholders                   $1,385   12,363      $0.11      $614    12,510      $0.05
                                          ======               =====      ====                =====
EFFECT OF DILUTIVE SECURITIES:
  Stock options                                     1,508                            128
                                                   ------                         ------
DILUTED EARNINGS PER SHARE:
 Income available to
   common stockholders                    $1,385   13,871      $0.10      $614    12,638      $0.05
                                          ======   ======      =====      ====    ======      =====

</TABLE>





                                       7
<PAGE>   8

                            INFINIUM SOFTWARE, INC.

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                  (UNAUDITED)

7.      NET INCOME PER COMMON SHARE...CONTINUED

<TABLE>
<CAPTION>
                                                              SIX MONTHS ENDED
                                          ----------------------------------------------------------
                                                  MARCH 31, 1998                 MARCH 31, 1999
                                          ---------------------------    ---------------------------
                                          INCOME   SHARES   PER SHARE    INCOME   SHARES   PER SHARE
                                          ------   ------   ---------    ------   ------   ---------
<S>                                       <C>      <C>        <C>        <C>      <C>       <C>  

BASIC EARNINGS PER SHARE:
  Income available to                                                                          
    common stockholders                   $2,438   12,287     $0.20      $1,676   12,514    $0.13
                                          ======              =====      ======             ===== 
EFFECT OF DILUTIVE SECURITIES:
  Stock options                                     1,526                            231
                                                   ------                         ------
DILUTED EARNINGS PER SHARE:
 Income available to
    common stockholders                   $2,438   13,813     $0.18      $1,676   12,745    $0.13
                                          ======   ======     =====      ======   ======    =====
   
</TABLE>


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

     All statements contained herein that are not historical facts, including
but not limited to, statements regarding anticipated future revenue and expense
levels and capital requirements, the Company's future product development and
marketing plans, the Company's ability to generate cash from operations, and the
Company's ability to attract and retain employees, are based on current
expectations. These statements are forward looking in nature, involve a number
of risks and uncertainties, as more fully described under "Factors Affecting
Future Performance" and are made pursuant to the Private Securities Litigation
Reform Act of 1995. Actual results may differ materially from those described in
the forward-looking statements.

OVERVIEW

     Founded in 1981, Infinium Software develops, markets and supports
enterprise-level business software applications for, and provides consulting and
other services to, growing organizations (typically companies with revenue of
$25 million to $5 billion). The Company has two primary product lines. One
product line, designed for AS/400 servers, automates the financial management,
human resource management, and materials management functions of organizations
in a broad range of industries worldwide. The Company also offers a specialized
AS/400 manufacturing system designed to manage process-manufacturing operations.
The Company's second product line is designed for use by customers using
Microsoft Windows NT servers. These products also automate the financial
management and human resource management operations of customer organizations.

     The Company's revenue is derived from two sources: software license fees
and service revenue. Software license fees include revenue from non-cancelable
software license agreements entered into between the Company and its customers
with respect to both the Company's products and third party products marketed
and/or distributed by the Company. Software license fee revenue is recognized in
accordance with Statement of Position 97-2, Software Revenue Recognition, which
requires evidence of an arrangement, shipment of the software, that fees be
fixed and determinable, and that collection be 



                                       8
<PAGE>   9
considered probable.

     The Company's service revenue is comprised of software maintenance fees and
fees for consulting and training services. Maintenance fees are billed
separately and are recognized ratably over the period of the maintenance
agreement, which is typically one year. Consulting service revenue, which is not
essential to the functionality of the software products, is recognized as the
services are performed.

RESULTS OF OPERATIONS

     The following table sets forth for the periods indicated the Company's
condensed consolidated statement of operations data expressed as a percentage of
total revenue and the percentage of dollar increase period over period for the
three and six months ended March 31, 1998 and 1999.


<TABLE>
<CAPTION>
                                       THREE MONTHS ENDED MARCH 31,     SIX MONTHS ENDED MARCH 31,
                                       ---------------------------      -------------------------
                                         % OF TOTAL       % OF $        % OF TOTAL         % OF  
                                          REVENUE         INCREASE         REVENUE       INCREASE
                                       -------------      --------      ------------     --------
                                       1998     1999      98 TO 99      1998    1999     98 TO 99
                                       ----     ----      --------      ----    ----     --------
<S>                                     <C>      <C>          <C>        <C>      <C>         <C>
Revenue:                                                                                         
  Software license fees .............   34%      29%          4%         33%      29%         7% 
  Service revenue ...................   66       71          28          67       71         29  
                                       ---      ---                     ---      ---
     Total revenue ..................  100      100          20         100      100         22 
                                       ---      ---                     ---      --- 
Operating costs and expenses:                                                                    
  Cost of software license fees .....    6        7          58           6        7         41  
  Cost of services ..................   30       33          30          30       32         33  
  Research and development ..........   17       16          10          17       16         20  
  Sales and marketing ...............   33       33          20          33       33         20  
  General and administrative ........    8        9          39           9        9         20  
                                       ---      ---                     ---      ---
       Total operating costs and                                                                 
         expenses ...................   94       98          25          95       97         25  
                                       ---      ---                     ---      ---
Income from operations ..............    6        2         (63)          5        3        (37) 
                                       ---      ---                     ---      ---
Other income, net ...................    2        1         (31)          2        1        (12) 
                                       ---      ---                     ---      ---
Income before provision                                                                          
  for income taxes ..................    8        3         (56)          7        4        (31) 
Provision  for income taxes .........    2        1         (56)          2        1        (31) 
                                       ---      ---                     ---      ---
Net income ..........................    6%       2%        (56)%         5%       3%       (31)%
                                       ---      ---                     ---      ---
</TABLE>
                                                     


QUARTER ENDED MARCH 31, 1999 COMPARED TO QUARTER ENDED MARCH 31, 1998

     REVENUE. Total revenue increased 20%, from $26.1 million for the quarter
ended March 31, 1998 to $31.4 million for the quarter ended March 31, 1999. The
increase was primarily due to increased demand for the Company's services driven
by additional service offerings, an increase in the installed base and larger
consulting service engagements.

     Revenue in North America (United States and Canada) increased 23%, from
$23.7 million for the quarter ended March 31, 1998 to $29.2 million for the
quarter ended March 31, 1999. This represents 91% of total revenue for the
second quarter of fiscal year 1998 and 93% of total revenue for the second
quarter of fiscal year 1999. EMEA (Europe, Middle East and Africa) revenue
decreased 13% from $2.2 million for the quarter ended March 31, 1998 to $1.9
million for the quarter ended March 31, 1999, representing 8% of total revenue
for the second quarter of fiscal year 1998 and 6% of total revenue for the
second quarter of fiscal year 1999. Other international regions, including
Asia-Pacific and Latin America, contributed 1% of total revenue for both the
second quarter of fiscal year 1998 and 1999. Revenue derived from the IBM AS/400
platform represented 88% of total revenue while revenue derived from the Windows
NT platform represented 12% for the second quarter ended March 31, 1999 compared
to 96% and 4%, respectively, for the second quarter ended March 31, 1998.

     Software license fee revenue increased 4%, from $8.9 million for the
quarter ended March 31, 1998 to


                                       9
<PAGE>   10

$9.2 million for the quarter ended March 31, 1999. The growth was due primarily
to the sale of the Company's NT applications offset by a decline in sales of its
AS400 applications. For the second quarter of fiscal year 1999, software license
fee revenue derived from Windows NT products was $2.2 million or 24% of total
software license fees compared to $0.5 million or 6% of software license fees
from the second quarter of fiscal year 1998. All other software license fee
revenue was derived from IBM AS/400 transactions.

     Service revenue increased 28%, from $17.2 million for the quarter ended
March 31, 1998 to $22.1 million for the quarter ended March 31, 1999. The
increase was primarily attributable to an increase in additional services
offerings and an increase in the Company's installed base. Also contributing to
the increase in consulting services revenue was an increase in larger consulting
service engagements.

     The table below summarizes the composition and growth in the Company's
service revenue:

<TABLE>
<CAPTION>
                                                  THREE MONTHS ENDED MARCH 31,
                                              ----------------------------------
                                                (in thousands)        % INCREASE
                                                1998       1999       98 TO 99
                                              -------    -------      ----------
<S>                                           <C>        <C>             <C>
Maintenance fee revenue                       $ 9,329    $10,487         12%
Consulting services revenue                     7,911     11,641         47
                                              -------    -------
  Total service revenue                       $17,240    $22,128         28%
                                              =======    =======
                                             
</TABLE>


     COST OF SOFTWARE LICENSE FEES. Cost of software license fees consists
primarily of royalties from the sale of third party products, amortization
expense related to capitalized software and the cost of product media, manuals
and shipping. Cost of software license fees increased 58%, from $1.5 million for
the quarter ended March 31, 1998 to $2.4 million for the quarter ended March 31,
1999. Cost of software license fees as a percentage of software license fee
revenue increased from 17% for the quarter ended March 31, 1998 to 25% for the
quarter ended March 31, 1999. The increase in the dollar amount and as a
percentage is attributed primarily to an increase in amortization of capitalized
software related to the release of new NT products as well as the write-off of a
product the Company no longer plans to sell.

     COST OF SERVICES. Cost of services consists of costs to provide product and
technical support, consulting services and training services to licensees of
Infinium Software products. Cost of services increased 30%, from $7.9 million
for the quarter ended March 31, 1998 to $10.3 million for the quarter ended
March 31, 1999. Cost of services as a percentage of service revenue was 46% for
both the second quarter of fiscal year 1998 and fiscal year 1999. The increase
in dollar amount of such costs resulted primarily from increased staffing in the
consulting and support organizations in response to increased demand for
consulting services, a continued growth in the customer base and an increase in
the use of third party contractors.

     RESEARCH AND DEVELOPMENT. Research and development expenses consist
primarily of engineering personnel, related facilities and computer and
communications overhead, and third party contractor costs reduced by capitalized
software development costs and, when applicable, research funding. Research and
development expenses increased 10% from $4.5 million for the quarter ended March
31, 1998 to $5.0 million for the quarter ended March 31, 1999. Research and
development expense as a percentage of total revenue was 17% for the quarter
ended March 31, 1998 and 16% for the quarter ended March 31,1999. The increase
in research and development expenses was due primarily to increased spending on
NT platform development initiatives during the period. In addition to AS/400
platform development efforts, the Company continues to invest in the further
development of its human resource and financial management product line designed
exclusively for the Microsoft NT server market. The Company capitalized $0.9
million of software development costs for the quarter ended March 31, 1998
compared to $1.5 million of software development costs for the quarter ended
March 31, 1999.

     SALES AND MARKETING. Sales and marketing expenses consist primarily of
salaries, commissions, travel, promotional expenses, facilities, and computers
and communications costs for direct sales offices. Sales and marketing expenses
increased 20% from $8.6 million for the quarter ended March 31, 1998 to $10.3
million for the quarter ended March 31, 1999. The increase was attributable to
increased staffing in both the



                                       10
<PAGE>   11

direct sales force and marketing organization as well as an to increased
promotional expense and increased commission expense associated with higher
revenue. Sales and marketing expense as a percentage of total revenue was 33%
for both the second quarter of fiscal year 1998 and fiscal year 1999.

     GENERAL AND ADMINISTRATIVE. General and administrative expenses consist
primarily of salaries of executive and administrative personnel and related
facilities and computers and communication overhead, as well as provisions for
doubtful accounts, insurance, investor relations and outside professional fees.
General and administrative expenses increased 39% from $2.1 million for the
quarter ended March 31, 1998 to $3.0 million for the quarter ended March 31,
1999. General and administrative expense as a percentage of total revenue was 8%
and 9% for the second quarter of fiscal year 1998 and fiscal year 1999,
respectively. The increase in dollar amount was primarily due to expenses
relating to the handling and resolution of a dispute with a former business
partner and to a lesser extent to increased staffing costs.

     PROVISION FOR INCOME TAXES. The provision for federal, state and foreign
income taxes decreased 56% from $0.7 million for the quarter ended March 31,
1998 to $0.3 million for the quarter ended March 31, 1999. The effective income
tax rate was 32% for both the quarter ended March 31, 1998 and 1999.

SIX MONTHS ENDED MARCH 31, 1999 COMPARED TO SIX MONTHS ENDED MARCH 31, 1998

     REVENUE. Total revenue increased 22%, from $50.4 million for the six months
ended March 31, 1998 to $61.4 million for the six months ended March 31, 1999.
Software license fee revenue increased 7%, from $16.6 million for the six months
ended March 31, 1998 to $17.8 million for the six months ended March 31, 1999.
The increase in software license fees was due to greater overall market
acceptance of the Company's Windows NT products. Service revenue increased 29%,
from $33.8 million for the six months ended March 31, 1998 to $43.7 million for
the six months ended March 31, 1999. The increase was primarily attributable to
an increase in the installed base of customers resulting in an increase in both
maintenance revenue and consulting service revenue. Additionally, revenue from
consulting services continued to grow due to increased service offerings and
larger consulting service engagements.

     The following table sets forth a comparative breakout of the components of
service revenue.

<TABLE>
<CAPTION>
                                                    SIX MONTHS ENDED MARCH 31,
                                                --------------------------------
                                                  (IN THOUSANDS)      % INCREASE
                                                 1998       1999       98 TO 99
                                                -------    -------    ----------
<S>                                             <C>        <C>             <C>

Maintenance fee revenue                         $18,265    $20,848         14%
Consulting services revenue                      15,491     22,825         47
                                                -------    -------
  Total service revenue                         $33,756    $43,673         29%
                                                =======    =======  
</TABLE>

     COST OF SOFTWARE LICENSE FEES. Cost of software license fees increased 41%,
from $3.0 million for the six months ended March 31, 1998 to $4.3 million for
the six months ended March 31, 1999. Cost of software license fees as a
percentage of software license fee revenue increased from 18% for the six months
ended March 31, 1998 to 24% for the six months ended March 31, 1999. The
increase in the dollar amount and as a percentage of software license fee
revenue is due to an increase in amortization of capitalized software costs
related to the release of new NT products as well as to the write-off of a
product the Company no longer plans to sell and to a lesser extent to an
increase in software license fees as well as to royalties on third party product
software sales.

     COST OF SERVICES. Cost of services increased 33%, from $14.8 million for
the six months ended March 31, 1998 to $19.7 million for the six months ended
March 31, 1999. Cost of services as a percentage of service revenue increased
from 44% for the six months ended March 31, 1998 to 45% for the six months ended
March 31, 1999. The increase in dollar amount and as a percentage of such costs
resulted primarily from increased staffing in the consulting and support
organizations in response to increased demand for consulting services, a
continued growth in the customer base and an increase in the use of third party


                                       11
<PAGE>   12

contractors.

     RESEARCH AND DEVELOPMENT. Research and development expenses increased 20%,
from $8.5 million for the six months ended March 31, 1998 to $10.2 million for
the six months ended March 31, 1999. The increase in research and development
expense was due primarily to increased spending related to NT platform
development initiatives during the current fiscal year. The Company capitalized
$1.9 million of software development costs for the six months ended March 31,
1998 compared to $3.2 million of software development costs for the six months
ended March 31, 1999. There were no research funding offsets during the six
months ended March 31, 1999 compared to $30 for the six months ended March 31,
1998.

     SALES AND MARKETING. Sales and marketing expenses increased 20%, from $16.8
million for the six months ended March 31, 1998 to $20.2 million for the six
months ended March 31, 1999. Sales and marketing expense as a percentage of
total revenue was 33% for the first six months of both fiscal year 1998 and
1999. The increase in dollar amount was attributable to increased marketing
activities, increased staffing in the direct sales force and to an increase in
commission expense associated with higher revenue.

     GENERAL AND ADMINISTRATIVE. General and administrative expenses increased
20%, from $4.5 million for the six months ended March 31, 1998 to $5.3 million
for the six months ended March 31, 1999. General and administrative expenses as
a percentage of total revenue were 9% for each of the six months ended March 31,
1998 and 1999. The increase in dollar amount was primarily due to expenses
relating to the handling and resolution of a dispute with a former business
partner and to a lesser extent increased staffing costs.

     PROVISION FOR INCOME TAXES. The provision for federal, state and foreign
income taxes was $1.1 million and $0.8 million for the six months ended March
31, 1998 and March 31, 1999, respectively. The effective tax rate was 32% for
both the six months ended March 31, 1998 and March 31, 1999, respectively.

LIQUIDITY AND CAPITAL RESOURCES

     As of March 31, 1999, the Company had cash, cash equivalents and marketable
securities of $43.2 million resulting from a net use of cash, cash equivalents
and marketable securities of $3.1 million during the first six months of fiscal
year 1999. Operating activities provided approximately $4 million and stock
option and employee stock purchase plan exercises provided $300 while
investments in fixed assets used $3.6 million, $3.3 million was used to fund
capitalized software and purchases of treasury stock consumed $500.

     Days sales outstanding ("DSO") was 74 days as of March 31, 1999 compared to
73 days as of September 30, 1998. The Company calculates DSO by dividing the
ending accounts receivable balance, net of allowance for doubtful accounts, by
the annualized revenue for the quarter, multiplied by 360. The Company believes
that this method of deriving DSO is indicative of actual results due to the
cyclical nature of software license and service transactions, which are often
consummated nearer the end of the quarter, as well as the fluctuation of
transactions from one quarter to the next.

     Deferred revenue decreased $1.4 million, from $37.6 million at September
30, 1998 to $36.2 million at March 31, 1999. The decrease in deferred revenue
primarily resulted from a decrease in the deferred consulting services component
due to increased services delivery during the quarter ended March 31, 1999
coupled with the seasonal decline in new customer bookings typically experienced
during the second fiscal quarter of a year.

     The Company is currently contemplating expanding its offering of
complementary products and technology via third party software relationships
and/or acquisition. In connection with the acquisition of Cort in June 1998,
deferred consideration of $1.9 million is scheduled for payment within fiscal
1999. A payment in the amount of $952 was paid out in February 1999 and an
additional $952 is scheduled for payment in June. Consummation of additional
agreements may result in the use of cash, cash equivalents and marketable
securities for prepaid royalties, development funding, and acquisition. Although
there are



                                       12
<PAGE>   13

no current agreements with respect to additional material acquisitions of
complementary businesses, such transactions could, if they were to occur,
require additional sources of financing.

     The Company believes that cash, cash equivalents and marketable securities
on hand and cash flows from operations will be sufficient to fund its operations
at least through fiscal 1999. While operating activities may provide cash in
certain periods, to the extent the Company experiences growth in the future, the
Company anticipates that its operating and investing activities may use cash,
and consequently, such growth may require the Company to obtain additional
sources of financing.

IMPACT OF THE YEAR 2000

    The Year 2000 issue relates primarily to computer software and operating
systems in which dates have been abbreviated. Unless corrected, these systems
may recognize the date of "January 1, 2000" as "January 1, 1900". As a result,
computer software and operating systems used by many companies may need to be
upgraded to comply with Year 2000 requirements. The Company has instituted a
Year 2000 project in which Year 2000 issues are assessed and addressed in the
development of its software systems, its relationships with third parties, and
its internal operating systems.

    The human resource, financial management, materials management, and process
manufacturing systems owned, developed, and marketed by the Company to run on
the IBM AS/400 and the Microsoft Windows NT servers are designed to store four
digit date formats for years and to process (calculate, compare, and sequence)
date/time data from the twentieth century into the twenty-first century.
Beginning in 1995, in anticipation of the Year 2000, the Company began testing
its systems for defects in date formats. The Company has developed a Year 2000
plan under which that testing will continue through the Year 2000 on currently
available releases and as new releases of the software systems are developed.
The Company is certified by the Information Technology Association of America
(ITAA) regarding Year 2000 methods and processes used in the development of its
AS/400 products. The Company has not sought ITAA certification for the methods
and processes used in the development of its other software systems. Although
the software systems developed by the Company are designed to be Year 2000
compliant and are being tested for compliance on an ongoing basis, there can be
no assurance that such software systems do not contain undetected errors or
defects or that, when combined or interoperating with other hardware, software,
firmware, or modifications that are not fully compliant, will process data in a
manner that is Year 2000 compliant. Additionally, some of the Company's
customers are running older versions of the Company's systems, which may have
defects in date formats. The Company encourages its customers to migrate to
current product versions so that they will get the benefit of all error and
defect corrections that are currently available. Because the Company is in the
business of selling computer system products, the Company's risk of being
subjected to lawsuits relating to Year 2000 issues with its products is likely
to be greater than that of companies in other industries. The outcomes of any
Year 2000 claims and the impact of such claims on the Company cannot be
determined at this time; such outcomes will depend on the facts and
circumstances of each situation and the evolving state of the law as these types
of claims are addressed by legal systems worldwide.

    The Company's financial management and human resource management internal
business information systems are primarily made up of the same commercial
application software products developed and marketed by the Company to end
users. The Company does not expect any significant Year 2000 compliance issues
to arise in connection with those primary information systems.

    The Company has substantially completed the three phases of its Year 2000
project related to third parties from whom it purchases development, marketing,
other types of services as well as third parties from whom the Company acquires
supplies for it internal operations. Those phases were preparing an inventory of
such third parties, assigning priorities for such third parties, obtaining from
third parties that are material to the business of the Company responses to
questionnaires regarding Year 2000 readiness of the third party and its
products. As the final phases of the Company's Year 2000 project related to
third parties, the Company will be testing material items (scheduled for
completion by June 1999), repairing or replacing material items that are
determined not to be Year 2000 compliant (scheduled for completion by 



                                       13
<PAGE>   14

September 1999), and designing and implementing contingency and business
continuation plans (scheduled for completion by June 1999).

    The total cost associated with the Year 2000 project is not expected to be
material to the Company's financial position. The Company has not separately
tracked costs of the Year 2000 project but has, as part of its existing
operating budget, budgeted the anticipated costs related to both efforts in the
Research and Development organization to continue ongoing testing of the
Company's systems and to begin testing of third party products, and efforts in
the Internal Systems organization to test other third party products and repair
or replace internal systems.

    The Company believes that the Year 2000 problem in general had resulted,
earlier in this fiscal year, in an increased demand for its software systems,
because of the speed in which customers can implement the Company's systems.
Such demand is slowing down as the Year 2000 draws closer. Additionally, as the
Year 2000 approaches, potential customers may consider outsourcing their system
needs to data center outsourcing and service bureau alternatives. Also,
application software system acquisitions may slow down as potential customers
decide to postpone acquisitions and implementations which are not required by
their own Year 2000 projects. The Company's ability to accurately forecast the
impact of these issues on the software industry and on its own quarter to
quarter revenue is limited.

    The failure to correct a material Year 2000 problem could result in an
interruption in, or a failure of, the Company's normal business activities or
operations. Such failures could materially and adversely affect the Company's
results of operations, liquidity, and financial condition. Due to the general
uncertainty inherent in the Year 2000 problem, resulting in part from the
uncertainty of the Year 2000 readiness of third parties, the Company is unable
to determine at this time whether the consequences of Year 2000 failures will
have a material impact on the Company's results of operations, liquidity, or
financial condition.

    None of the Company's customers, on its own, is considered material to the
business of the Company and none are being contacted regarding its own Year 2000
readiness. The Year 2000 project is expected to significantly reduce the
Company's level of uncertainty about the Year 2000 problem and, in particular,
about the Year 2000 compliance and readiness of the material third parties with
which it has relationships. The Company believes that, with the implementation
of new business systems and completion of the Year 2000 project as scheduled,
the possibility of significant interruptions of normal operations should be
reduced.

EURO CONVERSION

    On January 1, 1999, eleven of the fifteen member countries of the European
Union established fixed conversion rates between their sovereign currencies and
the euro and adopted the euro as their common legal currency on that date. In
the year 2002, participating countries will adopt the euro as their single
currency. Until that date, use of the euro is optional.

    The Company does not believe that the consequences of the euro conversion at
January 1, 1999 have had or will have a material impact on the Company's results
of operations, liquidity, or financial condition. The Company's revenue from
Europe represented approximately 6% of the Company's total revenue in fiscal
1998. In addition, the Company has not conducted any business denominated in the
euro nor does the Company anticipate any significant volume of such transactions
during this initial phase of the transition to the euro.

    The Company has modified the financial, human resource, and material
management application software products it has developed and marketed to end
users so that the systems, as modified, substantially comply with the euro
currency requirements known generally as `triangulation' and as `no
compulsion/no prohibition,' as described under Articles 3,4, and 5 of Council
Regulation (EC) No. 1103/7 of 17 June 1997 on certain provisions relating to the
introduction of the euro. Such modifications have been made generally available
to its customers. Despite the foregoing, there can be no assurance that such
software products will not contain undetected errors or defects or that, when
combined or interoperating with other hardware,



                                       14
<PAGE>   15
software, firmware or modifications which have not been modified for euro
conversion, will convert currency data in a manner compliant with the euro
conversion adopted by the member countries.

    The Company's financial management and human resource management internal
business information systems are primarily made of the same commercial
application software products developed and marketed by the Company to end
users. The Company does not expect significant euro conversion issues to arise
in connection with those primary internal business information systems.

    The Company has begun to identify and ensure that all other euro conversion
compliance issues are addressed.

FACTORS AFFECTING FUTURE PERFORMANCE

     The Company's quarterly revenue and operating results have varied
significantly in the past and are likely to vary substantially from quarter to
quarter in the future. Such fluctuations may result in volatility in the price
of the Company's common stock. Quarterly revenue and operating results may
fluctuate as a result of a variety of factors, including the slowing of
application software purchases resulting from a market focus on preparations for
the Year 2000, the Company's lengthy sales cycle, the proportion of revenue
attributable to license fees versus service revenue, changes in the level of
operating expenses, demand for the Company's products, the introduction of new
products and product enhancements by the Company or its competitors, changes in
customer budgets, competitive conditions in the industry, the Year 2000 and euro
conversion issues described above, and general economic conditions. Further, the
purchase of the Company's products often involves a significant commitment of
capital by its customers with the attendant delays frequently associated with
large capital expenditures and authorization procedures within an organization.
For these and other reasons, the sales cycles for the Company's products are
typically lengthy and subject to a number of significant risks over which the
Company has little or no control. The Company historically has operated with
little software license backlog because its software products are generally
shipped as orders are received. The Company has often recognized a substantial
portion of its revenue in the last month of the quarter and often in the last
week of that month. As a result, license fees in any quarter are substantially
dependent on orders booked and shipped in the last month or last week of that
quarter. Accordingly, a small variation in the timing of recognition of revenue
for specific transactions is likely to adversely and disproportionately affect
the Company's operating results for a quarter because the Company establishes
its expenditure levels on the basis of its expected future revenue and only a
small portion of the Company's expenses vary with its revenue. Accordingly, the
Company believes that period to period comparisons of results of operations are
not necessarily meaningful and should not be relied upon as indicative of future
performance.

     The Securities and Exchange Commission (SEC) has recently raised issues
regarding the methodologies used in the allocation of purchase price to
in-process research and development (R&D) acquired and has required some
companies to adjust or restate prior period earnings to reduce allocations to
in-process R&D, thereby increasing intangible assets and future amortization
expense. While the Company believes its in-process R&D allocation is
appropriate, if the SEC were to require that the allocation be changed, this
would result in higher amortization expense, which would adversely impact future
operating results in addition to a restatement of historical operating results.
During fiscal year 1998, the Company acquired all of the outstanding capital
stock of Cort Directions, Inc., (Cort), a privately held software concern which
primarily developed and marketed a payroll application for the Microsoft NT
platform. The transaction was consummated for $7,857 in cash as well as $375 of
acquisition costs. The amount allocated to in-process research and development
was determined by an independent appraiser and represented technology which had
not reached technological feasibility and had no alternative future use.
Accordingly, this amount of $7,796 was charged to operations at the acquisition
date.

     The Company's business has experienced and is expected to continue to
experience significant seasonality. In recent years, the Company has experienced
greater demand for its products in its fourth fiscal quarter and has experienced
lower revenue in its succeeding first and second fiscal quarters. The
fluctuations are caused primarily by customer purchasing patterns and the
Company's sales recognition programs which reward and recognize sales personnel
on the basis of achievement of annual performance



                                       15
<PAGE>   16
quotas. Due to the foregoing factors and the factors set forth under "Results of
Operations" above, it is likely that in some future quarter the Company's
operating results will be below the expectations of the Company and public
market analysts and investors. In such event, the price of the Company's common
stock would likely be materially adversely affected.

     The business applications software market is characterized by rapid
technological change, frequent new product introductions, evolving industry
standards and changes in customer demands. The introduction of products
embodying new technologies and the emergence of new industry standards can
render existing products obsolete and unmarketable. The Company's future success
will depend in part on its ability to enhance products and services and to
develop and introduce new products and services to meet changing customer
requirements. There can be no assurance that the Company will be successful in
developing and marketing product enhancements or new products that respond to
technological change or evolving industry standards; that the Company will not
experience difficulties that could delay or prevent the successful development,
introduction, and marketing of these products and enhancements; or that any new
products and product enhancements it may introduce will achieve market
acceptance. In addition, there can be no assurance that the Company will not
encounter product development delays in the future or that, despite testing by
the Company, errors will not be found in new products or product enhancements
after commencement of commercial shipments, resulting in loss of market share,
delay in market acceptance, or warranty claims which could have a material
adverse effect upon the Company's business, operating results and financial
condition.

     As the Company's primary current source of revenue comes from customers
using IBM midrange computers, future revenue from licenses of present products
and sales of services and recurring maintenance revenue are therefore dependent
on continued widespread use of the AS/400 and the continued support of such
computers by IBM. In addition, because the Company's current AS/400 product line
requires the use of IBM's OS/400 operating system, the Company may be required
to adapt its products to any changes made in such operating system in the
future. The Company's inability to adapt to future changes in the OS/400
operating system, or delays in doing so, could have a material adverse effect on
the Company's business, operating results and financial condition.

     A portion of the Company's revenue comes from customers using Microsoft NT
servers. The Company is continuing to develop software applications which
operate on the Microsoft Windows NT operating system as well as over the
Internet and within corporate intranets. The Company's development and
implementation of versions of its business software applications to run on
Microsoft Windows NT servers involves more intense competition from a larger
number of competitors. Although the Company has been successful in generating
revenue from these new products, there can be no assurance that the Company will
continue to be able to compete successfully against current or future
competitors.

     The Company's continued growth and success depend to a significant extent
on the continued services of its senior management and other key employees and
the hiring of new qualified employees. Competition for highly-skilled business,
product development, technical and other personnel is increasingly intense due
to lower overall unemployment rates and significant information
technology-related spending. Accordingly, the Company expects to experience
increased compensation costs that may not be offset through either improved
productivity or higher prices. There can be no assurances that the Company will
be successful in continuously recruiting new personnel and in retaining existing
personnel. The Company does not have long-term employment or non-competition
agreements with its employees. The loss of key employees or the Company's
inability to attract additional qualified employees or retain other employees
could have a material adverse effect on the continued growth of the Company.

     The business applications software market is highly competitive and rapidly
changing. A number of companies offer products similar to the Company's products
and target the same customers as the Company. The Company believes its ability
to compete depends upon many factors within and outside its control, including
the timely development and introduction of new products and product
enhancements, product functionality, performance, price, reliability, customer
service and support, sales and marketing efforts and product distribution. The
Company believes that competition in its industry is undergoing rapid change and
that the barriers to competition between market segments that have previously
existed are 


                                       16
<PAGE>   17
decreasing. Due to the relatively low barriers to entry in the software market,
the Company expects additional competition from other established and emerging
companies as the client/server business applications software market continues
to develop and expand. Increased competition may result in price reductions,
reduced gross margins, and loss of market share, any of which would have a
material adverse effect on the Company's business, operating results, and
financial condition. There can be no assurance that the Company will be able to
compete successfully against current or future competitors or that competitive
pressures will not have a material adverse effect on the Company's business,
operating results and financial condition.

     Revenue from customers outside North America represented 11%, 11% and 7% of
the Company's total revenue in fiscal 1996, 1997 and 1998, respectively. The
Company believes that its revenue and future operating results will depend, in
part, on its ability to increase sales in international markets. There can be no
assurance that the Company will be able to maintain or increase its current
level of international revenue. An important part of the Company's strategy is
to expand its indirect distribution channels in international markets. There can
be no assurance that the Company will be able to attract and retain
international distributors and resellers that will be able to market the
Company's products effectively and will be qualified to provide timely and
cost-effective customer support and service. The inability to attract and retain
important resellers could materially and adversely affect the Company's
business, operating results and financial condition. Other risks inherent in the
Company's international business activities generally include unexpected changes
in regulatory requirements, tariffs and other trade barriers, costs and
difficulties of localizing products for foreign countries, lack of acceptance of
localized products in foreign countries, longer accounts receivable payment
cycles, difficulties in managing international operations, potentially adverse
tax consequences including restrictions on the repatriation of earnings, the
burdens of complying with a wide variety of foreign laws and economic
instability. There can be no assurance that such factors would not have a
material adverse effect on the Company's future international revenue and,
consequently, on the Company's business, operating results and financial
condition.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     There were no material changes in the Company's exposure to market risk
from September 30, 1998.




                                       17
<PAGE>   18


                           PART II - OTHER INFORMATION

Items 1. - 3.  Not applicable

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

          (a)  The Company's Annual Meeting of Stockholders was held on Friday,
               February 5, 1999.

          (b)  Roland D. Pampel was elected as a Class III director at the
               meeting. The terms of Robert A. Pemberton and Frederick J. Lizza
               as Class I directors and Robert P. Schechter as a Class II
               director continued after the meeting.

          (c)  At the meeting, the stockholders elected the Company's Class III
               director as follows:

                                                                        Broker
Name          For          Against      Withheld      Abstentions      Non-votes
-----         ---          -------      --------      -----------      ---------
Pampel     10,448,677      490,037

     In addition, the stockholders voted to amend the Company's 1995 Stock Plan
to increase the number of shares of common stock available to grant under the
Plan by one million shares and to approve the continuance of the Plan, as
amended.
                                                                        Broker
             For           Against      Withheld      Abstentions      Non-votes
             ---           -------      --------      -----------      ---------
          5,218,757       2,372,213                    29,369          3,318,375

     Finally, the stockholders ratified the selection of the firm
PricewaterhouseCoopers LLP as auditors for the Company for the fiscal year
ending September 30, 1999.

                                                                        Broker
              For          Against      Withheld      Abstentions      Non-votes
              ---          -------      --------      -----------      ---------
          10,897,078       29,913                       11,723


Item 5.   Not applicable

Item 6.   Exhibits and Reports on Form 8-K

          (a)  Exhibits

               Exhibit 27 Financial Data Schedule.

          (b)  Reports on Form 8-K 
               None




                                       18
<PAGE>   19
                                   SIGNATURES

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


Dated: May 14, 1999

                                             INFINIUM SOFTWARE, INC.
                                       
                                             by: /s/ DANIEL J. KOSSMANN
                                                 -------------------------------
                                                 Daniel J. Kossmann
                                                 Chief Financial Officer




                                       19
<PAGE>   20


                             INFINIUM SOFTWARE, INC.

                                  EXHIBIT INDEX



EXHIBIT
NUMBER                       DESCRIPTION                                  PAGE
------                       -----------                                  ----

  27                    Financial Data Schedule                            21







                                       20