<PAGE>   1

                       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, 2000

                                       OR

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

For the transition period from                                 to

                         Commission file number 0-23239

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

           PENNSYLVANIA                                  34-1744587
(State or other Jurisdiction of            (I.R.S. Employer Identification No.)
 Incorporation or Organization)

  333 TECHNOLOGY DRIVE, SUITE 210, CANONSBURG, PENNSYLVANIA         15317
         (Address of Principal Executive Offices)                 (Zip Code)

                                 (724) 746-6001
              (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 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes      [ x ]    No       [  ]

         Indicate the number of shares outstanding of each of the issuer's
classes of Common Stock as of the latest practicable date:

                   Class                        Outstanding at May 10, 2000
                   -----                        ---------------------------
        Common Stock, $.01 par value                     6,479,800



<PAGE>   2




                                   UBICS, INC.

                                    Form 10-Q

                                TABLE OF CONTENTS

PART I - - FINANCIAL INFORMATION

Item 1.  Financial Statements

         Balance Sheets as of December 31, 1999 and March 31, 2000

         Statements of Operations for the three months ended March 31, 1999
         and 2000

         Statements of Cash Flows for the three months ended March 31, 1999
         and 2000

         Notes to Unaudited Financial Statements

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

PART II - - OTHER INFORMATION

Item 1.  Legal Proceedings

Item 2.  Changes in Securities and Use of Proceeds

Item 3.  Defaults upon Senior Securities

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

Item 5.  Other Information

Item 6.  Exhibits and Reports on Form 8-K

SIGNATURES



                                      -2-

<PAGE>   3




                                   UBICS, INC.

                           CONSOLIDATED BALANCE SHEETS
                             (DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
                                                      DECEMBER 31        MARCH 31
                                                      -----------        --------
                                                         1999              2000
                                                      -----------        --------
                      ASSETS                           (audited)        (unaudited)
<S>                                                     <C>               <C>
Current assets:
  Cash and cash equivalents ...................         $12,027           $11,820
  Accounts receivable, net of allowance for
     doubtful accounts of $885 and $985,
     respectively .............................           4,103             3,868
  Unbilled receivables ........................           2,363             3,277
  Employee advances ...........................              52                55
  Prepaids and other ..........................             299               384
  Deferred tax asset ..........................             495               495
                                                        -------           -------
     Total current assets .....................          19,339            19,899
                                                        -------           -------
Property and equipment:
  Leasehold improvements ......................              40                40
  Vehicles ....................................              89                89
  Computer equipment and software .............           1,732             1,894
  Furniture and fixtures ......................             662               672
  Office and other equipment ..................              42                42
                                                        -------           -------
     Total property and equipment .............           2,565             2,737
  Accumulated depreciation ....................            (470)             (554)
                                                        -------           -------
     Net property and equipment ...............           2,095             2,183
  Other long-term assets ......................             250               250
                                                        -------           -------
          Total assets ........................         $21,684           $22,332
                                                        =======           =======


      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable ............................         $ 1,981           $ 2,106
  Payroll liabilities .........................           1,717             1,922
  Accrued taxes ...............................              --                45
  Other current liabilities ...................              97               166
  Due to affiliates, net ......................              --                37
                                                        -------           -------
     Total liabilities ........................           3,795             4,276
Stockholders' equity:
  Preferred stock, $0.01 par value, 2,000,000
     shares authorized, no shares issued and
     outstanding ..............................              --                --
  Common stock, $0.01 par value, 20,000,000
     shares authorized, 6,500,000 shares issued              65                65
  Additional paid-in capital ..................          13,160            13,160
  Treasury stock - 20,200 shares, at cost .....            (100)             (100)
  Retained earnings ...........................           4,764             4,931
                                                        -------           -------
     Total stockholders' equity ...............          17,889            18,056
                                                        -------           -------
          Total liabilities and stockholders'
            equity ............................         $21,684           $22,332
                                                        =======           =======
</TABLE>





   The accompanying notes are an integral part of these financial statements.


                                      -3-
<PAGE>   4




                                   UBICS, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 (DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                    Three Months
                                                  Ended March 31,
                                           -----------------------------
                                              1999              2000
                                           (unaudited)        (unaudited)
                                           ----------         ----------
<S>                                        <C>                <C>
Revenues .........................         $    9,085         $    9,244
Cost of revenues .................              6,610              6,812
                                           ----------         ----------
  Gross profit ...................              2,475              2,432
Selling, general and
  Administrative expense .........              2,130              2,317
                                           ----------         ----------
Income from operations ...........                345                115
Interest income ..................                130                158
                                           ----------         ----------
Income before income taxes .......                475                273
Provision for income taxes .......                182                106
                                           ----------         ----------
  Net income .....................         $      293         $      167
                                           ==========         ==========
Basic and diluted earnings
  per share ......................         $     0.05         $     0.03
                                           ==========         ==========


Weighted average shares
  outstanding ....................          6,479,800          6,479,800

Diluted average shares
  outstanding ....................          6,480,648          6,556,450

</TABLE>





    The accompanying notes are an integral part of these financial statements


                                      -4-
<PAGE>   5



                                   UBICS, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                    Three Months
                                                   Ended March 31,
                                             -----------------------------
                                                 1999             2000
                                             (Unaudited)       (Unaudited)
                                             -----------       -----------
<S>                                           <C>               <C>
Cash flows from operating activities:
  Net income ........................         $   293           $   167
  Adjustments to reconcile net
     income to net cash provided by
     operating activities
     Depreciation ...................              65                84
     Changes in operating assets and
       liabilities
       Accounts receivable, net .....            (142)              235
       Unbilled receivables .........            (536)             (914)
       Employee advances ............              20                (3)
       Due to affiliates, net .......             (22)               37
       Deferred tax asset ...........             (53)               --
       Prepaids and other ...........            (257)              (85)
       Accounts payable .............             511               125
       Payroll liabilities ..........             296               205
       Accrued taxes and other
          current liabilities .......              43               114
                                              -------           -------
     Net cash (used) provided by
       operating activities .........             218               (35)
                                              -------           -------

Cash flows from investing activities:
  Purchases of property and
     Equipment ......................            (136)             (172)
                                              -------           -------
     Net cash used by investing
       activities ...................            (136)             (172)
                                              -------           -------

Net increase (decrease) in cash
  and cash equivalents ..............              82              (207)
Cash and cash equivalents, at
  beginning of period ...............          11,470            12,027
                                              -------           -------
Cash and cash equivalents, at
  end of year .......................         $11,552           $11,820
                                              =======           =======

Supplemental data:
  Cash payments for income taxes ....         $   326           $    27

</TABLE>


   The accompanying notes are an integral part of these financial statements.



                                      -5-
<PAGE>   6




                                   UBICS, INC.

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                 (DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)


1.       BASIS OF PRESENTATION

         The financial statements of UBICS, Inc. ("UBICS" or "the Company")
presented herein are unaudited. Certain information and footnote disclosures
normally prepared in accordance with generally accepted accounting principles
have been either condensed or omitted pursuant to the rules and regulations of
the Securities and Exchange Commission. Although the Company believes that all
adjustments, consisting of only normal recurring adjustments, necessary for a
fair presentation have been made, interim periods are not necessarily indicative
of the financial results of operations for a full year. As such, these financial
statements should be read in conjunction with the financial statements and notes
thereto included in the Company's Annual Report on Form 10-K for its fiscal year
ended December 31, 1999 filed on March 30, 2000.

2.       OPERATIONS:

         UBICS, a Delaware corporation, provides information technology
professional services to large and mid-sized organizations. The Company provides
its clients with a wide range of professional services in such areas as
client/server design and development, enterprise resource planning package
implementation and customization, e-commerce applications design and
development, applications maintenance programming and database and systems
administration.

3.       RELATED PARTY TRANSACTIONS:

         As of March 31, 2000, the Company had a net payable to the UB Group,
totaling $37, relating to its share of rent payable to the UB Group for premises
occupied by the Company in Savsalito and Bangalore.


4.        EARNINGS PER SHARE:

         Under Financial Accounting Standards Board Statement on Financial
Accounting Standards ("SFAS") No. 128, "Earnings Per Share," earnings per share
are classified as basic earnings per share and diluted earnings per share. Basic
earnings per share included only the weighted average common shares outstanding.
Diluted earnings per share included the weighted average common shares
outstanding and any dilutive common stock equivalent shares in the calculation.
Treasury shares are treated as retired for earnings per share purposes.



                                      -6-
<PAGE>   7



         The following table reflects the calculation of earnings per share
under SFAS No. 128:

<TABLE>
<CAPTION>
QUARTER ENDED MARCH 31                                  1999                2000
                                                        ----                ----
(Dollars in thousands, except per share data)

<S>                                                   <C>                <C>
BASIC EARNINGS PER SHARE
Net income ..................................         $      293         $      167
DIVIDED BY:
Weighted average common shares ..............          6,479,800          6,479,800
                                                      ----------         ----------
Basic Earnings per share ....................         $     0.05         $     0.03
                                                      ==========         ==========
DILUTED EARNINGS PER SHARE:
Net income ..................................         $      293         $      167
DIVIDED BY:
Weighted average common shares ..............          6,479,800          6,479,800
Dilutive effect of options ..................                848             76,650
                                                      ----------         ----------
Dilutive average common shares ..............          6,480,648          6,556,450
Diluted earnings per share ..................         $     0.05         $     0.03
                                                      ==========         ==========

</TABLE>

         The exercise price of stock options to purchase an aggregate of 403,500
and 405,000 shares in 1999 and 2000, respectively is less than the average stock
price for the period and such options have been excluded from the calculation of
diluted earnings per share as the effect would be anti-dilutive.



                                      -7-
<PAGE>   8




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

         The following discussion should be read in conjunction with, and is
qualified in its entirety by, the financial statements and notes thereto
included in Item 1 of this report.

         The following Management's Discussion and Analysis of Results of
Operations and Financial Condition contains certain forward looking statements
that involve substantial known and unknown risks and uncertainties that may
cause the financial condition and results of operations of the Company to be
materially different from any future condition or results of operation suggested
or implied by such forward-looking statements. When used in this section, the
words "anticipate," "believe," "estimate," "expect" and similar expressions as
they relate to the Company or its management are intended to identify such
forward looking statements. The factors that may cause actual results to differ
materially from the forward-looking statements include ability to recruit and
maintain qualified IT professionals, changes in laws and regulations
specifically immigration laws, competition and economic conditions in the
geographic regions in which the Company conducts its operations, general
economic conditions, success of the Company's marketing efforts and the demand
for outsourced IT professionals. Due to these factors, the Company's actual
results, performance or achievements could differ materially from the results
expressed in, or implied by, these forward looking statements.


OVERVIEW

         UBICS, Inc. ("UBICS" or the "Company"), founded in 1993, provides IT
professional services to large and mid-sized organizations. UBICS provides its
clients with a wide range of professional services in such areas as
client/server design and development, enterprise resource planning ("ERP")
package implementation and customization, e-commerce applications design and
development, applications maintenance programming and database and systems
administration. UBICS' services are provided on a time-and-materials basis to
client-managed projects, UBICS also provides services on a fixed price basis in
areas relating to web design and development with UBICS IT professionals
providing integral support as project team members. The Company currently has
offices in the Pittsburgh, Pennsylvania and San Francisco, California areas.
UBICS is an affiliate of the UB Group, a multinational group of companies
headquartered in India (the "UB Group").

         The Company's revenues are based on the hourly billings of its IT
professionals. Revenue is recognized as services are provided. The Company has
increased the average billing rates of its IT professionals as the demand for
skilled and experienced professionals has expanded, in particular for IT
professionals placed on ERP package implementation and customization projects.
As of March 31, 2000, 64 IT professionals, or over one-fifth of the Company's
deployed IT professionals, were placed on such projects.

         UBICS effectively minimizes the number of days IT professionals are not
assigned to projects by proactively marketing these professionals to clients.
Resource managers closely monitor the availability of IT professionals and
utilize subcontractors when UBICS IT professionals are unavailable. The Company
maintains strong relationships with nearly 75 subcontractors located worldwide.
Approximately 41% of the Company's revenues were derived from IT professionals
deployed from subcontractors for the three months ended March 31, 2000. As of
March 31, 2000, IT professionals deployed from subcontractors comprised 112 of
the Company's 300 deployed IT professionals. The Company believes that its
network of subcontractors enables it to maintain closer relationships with
clients by fulfilling more of their needs for IT professional services.
Management believes that as the Company increases its investment in recruiting
and retaining qualified IT professionals, the ratio of UBICS IT professionals to
subcontractor IT professionals will increase.

         Since inception the Company has developed relationships with 466
clients in a range of industries and currently has IT professionals deployed at
over 186 of these clients. Although the Company's five largest clients accounted
for approximately 20% of revenues for the first three months of 2000, this
revenue concentration has been declining since the Company's inception. The
Company believes that the continuing growth in its client



                                       -8-
<PAGE>   9

base and revenues would further reduce the percentage of revenue attributable to
its largest clients. The Company's strategy is to continue to provide services
to clients across the U.S. in a range of industries, in order to reduce credit
risk from conditions or occurrences within any specific industry or region in
which these clients operate.

RESULTS OF OPERATIONS

         The following table sets forth, for the periods indicated, selected
statement of operations data as a percentage of revenues:

<TABLE>
<CAPTION>
                                           PERCENTAGE OF REVENUES
                                           ----------------------
                                                 THREE MONTHS
                                               ENDED MARCH 31,
                                               ---------------
                                             1999          2000
                                             ----          ----
<S>                                        <C>            <C>
Revenues ........................           100.0%         100.0%
Cost of revenues ................            72.8           73.7
                                            -----          -----
Gross profit ....................            27.2           26.3
Selling, general and
   administrative expense .......            23.4           25.1
                                            -----          -----

Income from operations ..........             3.8            1.2
Interest income .................             1.4            1.7
                                            -----          -----
Income before income taxes ......             5.2            2.9
                                            -----          -----
Provision for income taxes ......             2.0            1.1
                                            -----          -----
Net income ......................             3.2%           1.8%
                                            =====          =====
</TABLE>


THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THREE MONTHS ENDED MARCH 31, 1999.

Revenues

         Revenues for the quarter ended March 31, 2000 were $9.2 million,
compared to $9.1 million for the quarter ended March 31, 1999, an increase of
$0.1 million, or 1.7%. The increase in revenues was due to a 6% increase in the
number of IT professionals deployed to provide services to new and existing
clients.

Gross Profit

         Gross profit for the first quarter of 2000 was $2.4 million, compared
to $2.5 million for the first quarter of 1999, a decrease of $43,000, or 1.8%.
Gross profit as a percentage of revenues decreased to 26.3% for the first
quarter of 2000, compared to 27.2% for the first quarter of 1999. The decrease
in gross profits as a percentage of revenues was due to an 100% increase in the
number of employee professionals waiting to be deployed.

Selling, General and Administrative Expense

         Selling, general and administrative expense for the quarter ended March
31, 2000 was $2.3 million, compared to $2.1 million for the same quarter of
1999, an increase of $187,000, or 8.7%. Selling, general and administrative
expense as a percentage of revenues increased to 25.1% for the first quarter of
2000 from 23.4% for the first quarter of 1999. The increase in expense was
primarily due to increases in costs to support the Company's growth, including a
$150,000 increase in salaries and commissions paid to employees.


                                      -9-
<PAGE>   10



Interest Income

         Interest income for the first quarter of 2000 was $158,000, compared to
interest income of $130,000 for the first three months of 1999. The increase
resulted from the reinvestment of interest earned on short-term investments.

Provision for Income Taxes

         The Company's effective tax rate was 38.8% for the quarter ended March
31, 2000 compared to 38.3% for the quarter ended March 31, 1999.


LIQUIDITY AND CAPITAL RESOURCES

         In November 1997, the Company generated net proceeds of approximately
$13.2 million from its underwritten initial public offering of 1,500,000 shares
of Common Stock (the "Offering"). The Company used approximately $775,000 of the
net proceeds of the Offering to repay its outstanding indebtedness under a
$1,000,000 Committed Line of Credit from PNC Bank, National Association (the
"Line of Credit"). The Company also has used a portion of the net proceeds of
the Offering for general corporate purposes and intends to use a portion of such
net proceeds for the capital expenditures described below.

         The Company's principal uses of cash have been to fund receivables and
other working capital, reflecting the Company's growth. Net cash used by
operating activities was $35,000 for the first three months of 2000 compared to
net cash generated by operating activities of $218,000 for the same period in
1999.

         Capital expenditures for the first three months of 2000 and 1999 were
$172,000 and $136,000, respectively. The Company intends to use approximately
$2.0 million of the remaining net proceeds of the Offering to expand its
existing operations, including approximately $1.2 million for the expansion of
the Company's recruiting and training center in India. The initial phase of the
center was placed in operation in the fall of 1998 and the expansion is expected
to be operational by the end of 2000 (including additional purchase of hardware
and software with respect thereto). Because the Company currently has a
sufficient supply of IT professionals awaiting deployment, as well as a shift in
the Company's strategic focus in favor of domestic sales growth, the Company has
deferred previously disclosed plans to establish offshore recruiting offices in
various foreign locations. Except as set forth above, the Company currently has
no material commitments for capital expenditures.

         The Company currently anticipates that the proceeds from the Offering,
together with the existing sources of liquidity and cash generated from
operations, will be sufficient to satisfy its cash needs at least through the
next twelve months.


RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS

         In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" (SFAS No. 133). The Statement establishes
accounting and reporting standards requiring that every derivative instrument
(including certain derivative instruments embedded in other contracts) be
recorded in the balance sheet as either an asset or liability measured at its
fair value. The Statement requires that the changes in the derivative's fair
value be recognized currently in earnings unless specific hedge accounting
criteria are met. Special accounting for qualifying hedges allows a derivative's
gains and losses to offset related results on the hedged item in the income
statement, and requires that a company must formally document, designate, and


                                      -10-
<PAGE>   11

assess the effectiveness of transactions that receive hedge accounting. SFAS No.
133 was originally effective for fiscal years beginning after June 15, 1999.

         In June 1999, the FASB issued Statement of Financial Accounting
Standards No. 137, "Accounting for Derivative Instruments and Hedging Activities
- Deferral of the Effective Date of FASB Statement No. 133" ("SFAS 137")
delaying the effective date of SFAS 133 for all fiscal years beginning after
June 15, 2000.

         The Company does not believe there will be a material impact on the
financial statements related to this FASB.


YEAR 2000 COMPLIANCE

         The "Year 2000" issue concerns the potential exposures related to the
automated generation of business and financial misinformation resulting from the
use of computer programs which have been written using two digits, rather than
four, to define the applicable year of business transactions. The Company did
not experience any adverse consequences resulting from the date change on
January 1, 2000. However, there can be no assurance that such adverse
consequences will not occur at a later date. Management believes that the risk
of disruption from any future year 2000-related failures is minimal. The cost of
the Company's year 2000 compliance program has not had a material effect on the
Company's results of operations or liquidity. To date, the Company has not
incurred significant costs with respect to its year 2000 compliance efforts, and
anticipates that total expenses will not exceed $10,000.


U.S. REGULATION OF IMMIGRATION

         The Company's services historically have been performed in the U.S. and
the Company has recruited most of its IT professionals outside the U.S. The
Company's business, therefore, is subject to U.S. immigration laws. Over 90% of
the Company's IT professionals are citizens of other countries, with most of
those in the U.S. working under H-1B temporary work permits. There is a limit on
the number of new H-1B permits that may be approved in any U.S. government
fiscal year. In the federal fiscal year ended September 30, 1998, this limit was
reached in May and in the federal fiscal year ended September 30, 1999, this
limit was reached in June. The inability to obtain additional H-1B permits
during the federal fiscal year ended September 30, 1999 resulted in increased
use of subcontractor professionals by UBICS.

         During 1998, the U.S. government increased the limit on the number of
new H-1B permits to 115,000 for each of the 1999 and 2000 federal fiscal years,
and to 107,500 for fiscal year 2001 before reverting to existing limits from
fiscal year 2002 onwards. Despite the increase in the limit, this limit was
reached in June 1999 for the federal fiscal year ended September 30, 1999 and in
March 2000 for the current fiscal year ending September 30, 2000.

         In the current federal fiscal year, and in future years where the limit
on H-1B permits is reached, the Company may again be unable to obtain enough
H-1B permits to meet its requirements. If the Company were unable to obtain H-1B
permits for its IT professionals in sufficient quantities or at a sufficient
rate, the Company's business, operating results and financial condition could be
materially adversely affected.

         The U.S. Government, in connection with its increase in the limit on
H-1B permits, also imposed a fee to be paid by companies for new approvals and
for renewals. UBICS does not anticipate that the imposition of such fees will
have a material adverse impact on its results of operations.



                                      -11-
<PAGE>   12

         Congress and administrative agencies with jurisdiction over immigration
matters have periodically expressed concerns over the levels of legal and
illegal immigration into the U.S. These concerns have often resulted in proposed
legislation, rules and regulations aimed at reducing the number of work permits
that may be issued. Any changes in such laws making it more difficult to hire
foreign nationals or limiting the ability of the Company to retain foreign
employees could require the Company to incur additional unexpected labor costs
and expenses. Any such restrictions or limitations on the Company's hiring
practices could have a material adverse effect on the Company's business,
operating results and financial condition.


                                      -12-
<PAGE>   13




                          PART II -- OTHER INFORMATION

Item 1.  Legal Proceedings -- Not applicable

Item 2.  Changes in Securities and Use of Proceeds -- Not applicable

         (a) Not applicable.

         (b) Not applicable.

         (c) Not applicable.

         (d) The following information relates to the Company's use of the net
         proceeds of the Company's initial public offering (the "Offering"):

                  On October 27, 1997, the Company's registration statement on
         Form S-1, No. 333-35171, became effective. The Company sold a total of
         1,500,000 shares of common stock, par value $.01 per share at a price
         per share of $10.00 pursuant to the Offering. The Offering, which was
         managed by Parker/Hunter Incorporated, as lead underwriter, and Scott &
         Stringfellow, Inc., as co-manager, closed on November 4, 1997.

                  The following table summarizes the expenses incurred for the
         Company's account in connection with the Offering:

                   Underwriting discounts                      $1,050,000
                   Finder's fees                                       --
                   Expenses paid to or for underwriters                --
                   Other expenses                                 775,000
                                                               ----------
                             Total                             $1,825,000


                  The following table summarizes the amount of net offering
         proceeds to the Company ($13,175,000) used for the purposes listed
         below:

                   Construction of plant, building                     $0
                     and facilities
                   Purchase and installation of machinery       2,406,000
                     and equipment
                   Acquisition of other business(es)                    0
                   Repayment of indebtedness                      775,000
                   Working capital                                      0
                   Temporary investments*                       9,994,000
                   Other purposes                                       0
                                                             ------------
                            Total                             $13,175,000

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

*Such amount is currently invested in a nine-month ready access certificate of
 deposit with PNC Bank.

                                      -13-

<PAGE>   14



Item 3.  Defaults Upon Senior Securities -- Not applicable

Item 4.  Submission of Matters to a Vote of Security Holders -- Not applicable

Item 5.  Other Information -- Not applicable

Item 6.  Exhibits and Reports on Form 8-K


(a)      Exhibits:

         3(i)     Amended and Restated Certificate of Incorporation of UBICS,
                  Inc. (1)

         3(ii)    Amended and Restated Bylaws of UBICS, Inc. (1)

         10.1     UBICS, Inc. 1997 Stock Option Plan (2)

         10.2     Noncompetition Agreement dated October 27, 1997 among the
                  Company, Vijay Mallya and UB Information Consultancy Services,
                  Ltd. (3)

         10.3     Employment Agreement between the Registrant and Vijay Mallya
                  (3)

         10.4     Employment Agreement between the Registrant and Manohar B.
                  Hira (3)

         10.5     Employment Agreement between the Registrant and O'Neil
                  Nalavadi (3)

         10.6     Employment Agreement between the Registrant and Babu Srinivas
                  (3)

         10.7     Employment Agreement dated September 1, 1999 between the
                  Registrant and Dennis M. Stocker (4)

         10.8     Agreement of Severance, Waiver and Release dated March 18,
                  1999 between the Company and Manohar B. Hira (5)

         10.9     Services Agreement dated October 27, 1997 among the Company,
                  Vijay Mallya and United Breweries Limited (3)

         10.10    Form of Director Indemnification Agreement (3)

         10.11    Form of Sublease and Consent among the Company, Marin
                  Executive Park and United Breweries of American, Inc. (3)

         10.12    Noncompetition Agreement dated October 27, 1997 among the
                  Company, Vijay Mallya and United Breweries Limited (3)

         10.13    Noncompetition Agreement dated October 27, 1997 among the
                  Company, Vijay Mallya and UB International Limited (3)

         10.14    Services Agreement dated October 27, 1997 among the Company,
                  Vijay Mallya and UB International Limited (3)


                                      -14-
<PAGE>   15

         10.15    Lease Agreement dated June 30, 1998 between the Company and
                  Stealth Technology Associates (6)

         10.16    Amendment to Agreement of Severance Waiver and Release dated
                  December 1, 1999 between the Company and Manohar B. Hira (7)

         10.17    Amendment No. 2 to Agreement of Severance Waiver and Release
                  dated as of March 31, 1999 between the Company and Manohar B.
                  Hira (7)

         10.18    Amendment No. 3 to Agreement of Severance Waiver and Release
                  dated as of March 31, 1999 between the Company and Manohar B.
                  Hira

         10.19    Employment Agreement dated June 22, 1998 between the Company
                  and Patrick Ghilani

         10.20    Agreement dated August 20, 1999 between the Company and
                  Patrick Ghilani

         10.21    Amendment to Employment Agreement dated as of January 1, 2000
                  between the Company and Babu Srinivas

         27       Financial Data Schedule

-----------

(1)      Incorporated by reference to the registrant's Registration Statement on
         Form S-1, No. 333-35171, filed September 8, 1997.

(2)      Incorporated by reference to the registrant's Schedule 14A filed on
         November 5, 1999.


(3)      Incorporated by reference to Post-Effective Amendment No. 1 to the
         registrant's Registration Statement on Form S-1, No. 333-35171, filed
         October 29, 1997.

(4)      Incorporated by reference to the registrant's Quarterly Report on
         Form 10-Q for the quarter ended September 30, 1999.

(5)      Incorporated by reference to the registrant's Annual Report on Form
         10-K for the year ended December 31, 1998.

(6)      Incorporated by reference to the registrant's Quarterly Report on Form
         10-A for the quarter ended September 30, 1998.

(7)      Incorporated by reference to the registrant's Annual Report on Form
         10-K for the year ended December 31, 1998.



(b)      Reports on Form 8-K:

         No reports on Form 8-K were filed for the three months ended March 31,
         1999.


                                      -15-
<PAGE>   16




                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has caused the report to be signed on its behalf by the
undersigned thereunto duly authorized.
                                            UBICS, Inc.
                                            (Registrant)


Date:   May 15, 2000

                                            By: /s/Manohar B. Hira
                                                ----------------------------
                                                Manohar B. Hira
                                                President


                                            By: /s/Babu Srinivas
                                                ----------------------------
                                                Babu Srinivas
                                                Vice President - Finance and
                                                Acting Chief Financial Officer




                                      -16-
<PAGE>   17




                                  EXHIBIT INDEX

No.      Description                                                      Page
---      -----------                                                      ----

3(i)     Amended and Restated Certificate of Incorporation of UBICS,
         Inc. (1)

3(ii)    Amended and Restated Bylaws of UBICS, Inc. (1)

10.1     UBICS, Inc. 1997 Stock Option Plan (2)

10.2     Noncompetition Agreement dated October 27, 1997 among the
         Company, Vijay Mallya and UB Information Consultancy Services,
         Ltd. (3)

10.3     Employment Agreement between the Registrant and Vijay Mallya (3)

10.4     Employment Agreement between the Registrant and Manohar B.
         Hira (3)

10.5     Employment Agreement between the Registrant and O'Neil
         Nalavadi (3)

10.6     Employment Agreement between the Registrant and Babu
         Srinivas (3)

10.7     Employment Agreement dated September 1, 1999 between the
         Registrant and Dennis M. Stocker (4)

10.8     Agreement of Severance, Waiver and Release dated March 18,
         1999 between the Company and Manohar B. Hira (5)

10.9     Services Agreement dated October 27, 1997 among the Company,
         Vijay Mallya and United Breweries Limited (3)

10.10    Form of Director Indemnification Agreement (3)

10.11    Form of Sublease and Consent among the Company, Marin
         Executive Park and United Breweries of American, Inc. (3)

10.12    Noncompetition Agreement dated October 27, 1997 among the
         Company, Vijay Mallya and United Breweries Limited (3)

10.13    Noncompetition Agreement dated October 27, 1997 among the
         Company, Vijay Mallya and UB International Limited (3)

10.14    Services Agreement dated October 27, 1997 among the Company,
         Vijay Mallya and UB International Limited (3)

10.15    Lease Agreement dated June 30, 1998 between the Company and
         Stealth Technology Associates (6)

10.16    Amendment to Agreement of Severance Waiver and Release dated
         December 1, 1999 between the Company and Manohar B. Hira (7)


                                      -17-
<PAGE>   18


10.17    Amendment No. 2 to Agreement of Severance Waiver and Release
         dated as of March 31, 1999 between the Company and Manohar B.
         Hira (7)

10.18    Amendment No. 3 to Agreement of Severance Waiver and Release
         dated as of March 31, 1999 between the Company and Manohar
         B. Hira

10.19    Employment Agreement dated June 22, 1998 between the Company and
         Patrick Ghilari

10.20    Agreement dated August 20, 1999 between the Company and Patrick
         Ghilari

10.21    Amendment to Employment Agreement dated as of January 1, 2000
         between the Company and Babu Srinivas

27       Financial Data Schedule


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

(1)      Incorporated by reference to the registrant's Registration Statement on
         Form S-1, No. 333-35171, filed September 8, 1997.

(2)      Incorporated by reference to the registrant's Schedule 14A filed on
         November 5, 1999.


(3)      Incorporated by reference to Post-Effective Amendment No. 1 to the
         registrant's Registration Statement on Form S-1, No. 333-35171, filed
         October 29, 1997.

(4)      Incorporated by reference to the registrant's Quarterly Report on Form
         10-Q for the quarter ended September 30, 1999.

(5)      Incorporated by reference to the registrant's Annual Report on Form
         10-K for the year ended December 31, 1998.

(6)      Incorporated by reference to the registrant's Quarterly Report on Form
         10-A for the quarter ended September 30, 1998.

(7)      Incorporated by reference to the registrant's Annual Report on Form
         10-K for the year ended December 31, 1998.



                                      -18-