<PAGE>   1





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


                                  FORM 10-QSB


(Mark One)

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


               For the quarterly period ended September 30, 1997

                                       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 0-288-42


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


<TABLE>
<CAPTION>
<S>                                                            <C>
               DELAWARE                                              84-1035353
(State or other jurisdiction of                         (I.R.S. Employer Identification No.)
incorporation or organization)                                                              
             
2425 55TH STREET, SUITE 100, BOULDER, COLORADO                           80301
(address of principal executive offices)                              (Zip Code)

                                          (303) 449-0649
                          (Registrant's telephone number, including area code)
</TABLE>


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

    As of October 1, 1997, there were outstanding 7,491,348 shares of the
Registrant's Common Stock (par value $0.01 per share).

    Transitional Small Business Disclosure Format (check one):  Yes      No X
                                                                   ---     ---
<PAGE>   2
                            SPATIAL TECHNOLOGY INC.

                                     INDEX

<TABLE>
<CAPTION>
                                                                                                     Page
                                                                                                     ----
<S>                                                                                                  <C>
PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         Condensed Consolidated Balance Sheets, December 31, 1996
             and September 30, 1997 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3

         Condensed Consolidated Statements of Operations, three and nine
             months ended September 30, 1996 and 1997 . . . . . . . . . . . . . . . . . . . . . . .  4

         Condensed Consolidated Statements of Cash Flows, three and nine
             months ended September 30, 1996 and 1997 . . . . . . . . . . . . . . . . . . . . . . .  5

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

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

PART II.  OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

Signatures  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
</TABLE>





                                       2
<PAGE>   3
                            SPATIAL TECHNOLOGY INC.

                     CONDENSED CONSOLIDATED BALANCE SHEETS

                     (Amounts in thousands, except shares)



<TABLE>
<CAPTION>
                                    ASSETS

                                                                            December 31,       September 30,
                                                                                1996               1997
                                                                             ------------       ------------
                                                                                                 (Unaudited)
<S>                                                                          <C>                <C>
Current Assets:
   Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . .     $   8,407          $   6,194 
   Accounts receivable, net of allowance of $50 and $96 in 1996 and  
         1997, respectively  . . . . . . . . . . . . . . . . . . . . . . .         1,542              2,582
   Prepaid expenses and other  . . . . . . . . . . . . . . . . . . . . . .           341                272
                                                                            ------------       ------------ 
          Total current assets . . . . . . . . . . . . . . . . . . . . . .        10,290              9,048
   Equipment, net  . . . . . . . . . . . . . . . . . . . . . . . . . . . .           423              1,119
   Purchased computer software, net  . . . . . . . . . . . . . . . . . . .           358                 87
                                                                            ------------       ------------
                                                                               $  11,071          $  10,254
                                                                            ============       ============

                     LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
    Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . .     $     314          $     245
    Accrued royalties payable. . . . . . . . . . . . . . . . . . . . . . .           366                388
    Other accrued expenses . . . . . . . . . . . . . . . . . . . . . . . .           755                715
    Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . .         1,325              1,506
                                                                            ------------       ------------ 
       Total current liabilities . . . . . . . . . . . . . . . . . . . . .         2,760              2,854
                                                                            ============       ============

Stockholders' Equity:
   Common stock, $.01 par value; 22,500,000 shares authorized;
      7,369,888 and 7,491,348 shares issued in 1996 and 1997,
      respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . .            74                 75
   Additional paid-in capital. . . . . . . . . . . . . . . . . . . . . . .        23,351             23,653
   Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . . .       (15,034)           (16,239)
   Foreign currency translation adjustment . . . . . . . . . . . . . . . .           (80)               (89)
                                                                            ------------       ------------ 
      Total stockholders' equity . . . . . . . . . . . . . . . . . . . . .         8,311              7,400
                                                                            ------------       ------------ 
                                                                               $  11,071          $  10,254
                                                                            ============       ============
</TABLE>


          See accompanying notes to consolidated financial statements.





                                       3
<PAGE>   4
                            SPATIAL TECHNOLOGY INC.

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)

                    (In thousands, except per share amounts)


<TABLE>                                                                
<CAPTION>                                                              
                                                                        Three Months Ended          Nine Months Ended
                                                                           September 30,               September 30,
<S>                                                                      <C>           <C>          <C>            <C>
                                                                          1996         1997          1996           1997
Revenue:                                                               ---------     ---------     ---------     ---------
   License fees  . . . . . . . . . . . . . . . . . . . . . . . . .     $   1,462     $   1,208     $   3,810     $   2,778
   Royalties   . . . . . . . . . . . . . . . . . . . . . . . . . .           400           680         1,628         1,979
   Maintenance and other   . . . . . . . . . . . . . . . . . . . .           745           722         2,206         2,128
                                                                       ---------     ---------     ---------     ---------
         Total revenue . . . . . . . . . . . . . . . . . . . . . .         2,607         2,610         7,644         6,885
                                                                       ---------     ---------     ---------     ---------
   Cost of sales:                                                                     
      License fees   . . . . . . . . . . . . . . . . . . . . . . .           122            87           267           238
      Royalties    . . . . . . . . . . . . . . . . . . . . . . . .            39            31           152           127
      Maintenance and other    . . . . . . . . . . . . . . . . . .            62           108           365           236
                                                                       ---------     ---------     ---------     ---------
         Total cost of sales   . . . . . . . . . . . . . . . . . .           223           226           784           601
                                                                       ---------     ---------     ---------     --------- 
                                                                       
         Gross profit  . . . . . . . . . . . . . . . . . . . . . .         2,384         2,384         6,860         6,284
                                                                       ---------     ---------     ---------     ---------
   Operating expenses:                                                 
      Sales and marketing  . . . . . . . . . . . . . . . . . . . .           899           978         2,573         2,878
      Research and development . . . . . . . . . . . . . . . . . .           949           968         2,704         2,972
      General and administrative . . . . . . . . . . . . . . . . .           329           480         1,096         1,874
                                                                       ---------     ---------     ---------     ---------
         Total operating expenses  . . . . . . . . . . . . . . . .         2,177         2,426         6,373         7,724
                                                                       ---------     ---------     ---------     ---------
         Earnings (loss) from operations   . . . . . . . . . . . .           207           (42)          487        (1,440)
   Other income (expense)                                              
      Interest income    . . . . . . . . . . . . . . . . . . . . .             6            89            18           296
      Interest expense   . . . . . . . . . . . . . . . . . . . . .           (13)           (1)          (77)           (2)
      Other, net   . . . . . . . . . . . . . . . . . . . . . . . .            10             1            11            (1)
                                                                       ---------     ---------     ---------     ---------
         Total other income (expense)  . . . . . . . . . . . . . .             3            89           (48)          293
                                                                       ---------     ---------     ---------     ---------
         Earnings (loss) before income taxes   . . . . . . . . . .           210            47           439        (1,147)
   Income tax expense  . . . . . . . . . . . . . . . . . . . . . .            46            37            91            58
                                                                       ---------     ---------     ---------     ---------
      Net earnings (loss)  . . . . . . . . . . . . . . . . . . . .     $     164     $      10     $     348     $  (1,205)
                                                                       =========     =========     =========     =========
                                                                       
   Earnings (loss) per common share  . . . . . . . . . . . . . . .     $    0.03     $    0.00     $    0.07     $   (0.16)
                                                                       =========     =========     =========     =========
                                                                                                                     
   Weighted average number of common shares and                        
      common equivalent shares outstanding   . . . . . . . . . . .         5,346         7,517         5,317         7,492
                                                                       =========     =========     =========     =========
</TABLE>                                                               


          See accompanying notes to consolidated financial statements.





                                       4
<PAGE>   5

                            SPATIAL TECHNOLOGY INC.

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)

                                 (In thousands)

<TABLE>
<CAPTION>
                                                                                                       Nine Months Ended
                                                                                                         September 30,
                                                                                                    --------------------------   
<S>                                                                                                 <C>                <C>
                                                                                                      1996              1997
Cash flows from operating activities:                                                               --------          --------
   Net earnings (loss)    . . . . . . . . . . . . . . . . . . . . . . . . .                         $    348          $ (1,205)
   Adjustments to reconcile net earnings (loss) to net cash  
      provided (used) by operating activities:
      Provision for impairment of purchased software  . . . . . . . . . . .                               --               200
      Depreciation and amortization   . . . . . . . . . . . . . . . . . . .                              176               234
      Common stock issued for services  . . . . . . . . . . . . . . . . . .                               20                --
      Changes in operating assets and liabilities:
         Accounts receivable   . . . . . . . . . . .  . . . . . . . . . . .                              (18)           (1,040)
         Prepaid expenses and other   . . . . . . . . . . . . . . . . . . .                                5                69
         Accounts payable   . . . . . . . . . . . . . . . . . . . . . . . .                              (52)              (69)
         Accrued expenses   . . . . . . . . . . . . . . . . . . . . . . . .                              167               (18)
         Deferred revenue   . . . . . . . . . . . . . . . . . . . . . . . .                              261               181
                                                                                                    --------          --------
           Net cash provided (used) by operating activities . . . . . . . .                              907            (1,648)
                                                                                                    --------          --------
Cash flows from investing activities:
   Additions to equipment . . . . . . . . . . . . . . . . . . . . . . . . .                             (161)             (859)
   Additions to purchased computer software . . . . . . . . . . . . . . . .                             (200)               --
                                                                                                    --------          --------
      Net cash used by investing activities . . . . . . . . . . . . . . . .                             (361)             (859)
                                                                                                    --------          --------
Cash flows from financing activities:
   Principal payments on notes payable  . . . . . . . . . . . . . . . . . .                             (522)               --
   Proceeds from notes payable  . . . . . . . . . . . . . . . . . . . . . .                              250                --
   Proceeds from issuance of stock  . . . . . . . . . . . . . . . . . . . .                              392               303
   Prepaid stock offering expenses  . . . . . . . . . . . . . . . . . . . .                             (315)               --
                                                                                                    --------          --------
      Net cash provided (used) by financing activities. . . . . . . . . . .                             (195)              303
                                                                                                    --------          --------
Foreign currency translation adjustment affecting cash. . . . . . . . . . .                              (29)               (9)
                                                                                                    --------          --------
   Net increase (decrease) in cash and cash equivalents . . . . . . . . . .                              322            (2,213)
Cash and cash equivalents at beginning of period  . . . . . . . . . . . . .                              153             8,407
                                                                                                    --------          --------
Cash and cash equivalents at end of period  . . . . . . . . . . . . . . . .                         $    475          $  6,194
                                                                                                    ========          ========
Supplemental disclosures:
   Cash paid for interest . . . . . . . . . . . . . . . . . . . . . . . . .                         $     34          $      2
                                                                                                    ========          ========
   Cash paid for income taxes . . . . . . . . . . . . . . . . . . . . . . .                         $     91          $     96
                                                                                                    ========          ========
</TABLE>


          See accompanying notes to consolidated financial statements.





                                       5
<PAGE>   6
                            SPATIAL TECHNOLOGY INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)
                               September 30, 1997

A. FINANCIAL STATEMENT PRESENTATION

    The accompanying audited and unaudited condensed consolidated financial
statements of the Company have been prepared by the Company pursuant to the
rules and regulations of the Securities and Exchange Commission.  Certain
information and footnote disclosures normally included in the financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations.  The
Company believes the disclosures included in the condensed consolidated
financial statements, when read in conjunction with the Company's consolidated
financial statements and notes thereto included in the Company's annual report
on Form 10-KSB for the year ended December 31, 1996, are adequate to make the
information presented not misleading.

    Certain prior year financial statement balances have been reclassified to
conform to the 1997 presentations.

B. EARNINGS (LOSS) PER SHARE

    Earnings (loss) per share is computed using the weighted average number of
shares of common and common equivalent shares resulting from outstanding
options and warrants.  Fully diluted earnings per share are the same as primary
earnings per share.





                                       6
<PAGE>   7
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

    Except for the historical information contained herein, the following
discussion contains forward-looking statements that involve risks and
uncertainties.  The Company's actual results could differ materially from those
presented here.  Factors that could cause or contribute to such differences
include, but are not limited to, those discussed in this section and those
discussed in the Company's Form 10-KSB for the year ended December 31, 1996,
particularly those contained in "Management's Discussion and Analysis of
Financial Condition and Results of Operations".

RESULTS OF OPERATIONS

Revenue

    Total revenue reported for the quarter ended September 30, 1997 was
unchanged at $2.6 million as compared to the quarter ended September 30, 1996.
Increased royalties were offset by lower license fees and maintenance and other
revenue.  License fees decreased 17% to $1.2 million in the third quarter of
1997 from $1.5 million reported in the third quarter of 1996, primarily due to
fewer license contracts executed in Europe in 1997 as compared to 1996. 
Royalties increased 70%, growing to $680,000 in the third quarter of 1997 from
$400,000 reported for the comparable quarter in 1996.  Two factors contributed
to increased royalties in the third quarter of 1997 as compared to the third
quarter of 1996: 1) one customer shipped a product release update resulting in
approximately $150,000 of royalties, and 2) a license and distribution
agreement was signed with an existing customer which included non-refundable
prepaid royalties in the amount of $93,000.  Maintenance and other revenue
decreased 3% to $722,000 for the quarter ended September 30, 1997 as compared
to $745,000 reported for the quarter ended September 30, 1996. International
revenue represented 44% of total revenue for the third quarter of 1997 as
compared to 57% for the third quarter of 1996.

    For the nine month period ended September 30, 1997, total revenue decreased
10% to $6.9 million as compared to $7.6 million reported for the nine month
period ended September 30, 1996.  This decrease is primarily due to decreased
license fees, and to a lesser extent decreased maintenance and other revenue.
License fees  decreased 27% to $2.8 million in the nine month period ended
September 30, 1997 as compared to $3.8 million reported for the comparable
prior year period, primarily due to fewer license contracts executed in all
sales regions.  Maintenance and other revenue decreased 4% to $2.1 million for
the nine month period ended September 30, 1997 as compared to $2.2 million
reported for the same period in 1996.  This decrease was primarily due to a
decline in the number of annual maintenance contracts renewed.  Royalties
increased 22%, growing to $2.0 million for the nine month period ended
September 30, 1997 from $1.6 million reported for the same prior year period.
Increased  royalties reflect revenue received from the shipment of a product
release update by one customer and recognition of non-refundable prepaid
royalties, as well as an increase in the number of the Company's customers
shipping ACIS-based software applications.  International revenue represented
47% of total revenue for the nine months ended September 30, 1997 as compared
to 49% for the same period in 1996.

Cost of  Sales

    Cost of sales consists of royalty payments by the Company to third party
developers, customer support costs, manufacturing costs (primarily media
duplication, manuals, and shipping) and amortization of purchased computer
software.  Total cost of sales of $226,000 for the quarter ended September 30,
1997 was relatively unchanged from the $223,000 reported for the quarter ended
September 30, 1996.  Increased manufacturing costs in the third quarter of 1997
as compared to the third quarter of 1996 were offset by lower royalty expenses.
Manufacturing costs increased $25,000 for the third quarter of 1997 as compared
to the third quarter of 1996 due to a product release update shipped in August
1997, whereas no update was shipped in the third quarter of 1996.  Royalty
expense decreased $32,000 in the quarter ended September 30, 1997 as compared
to the comparable prior year quarter due to a change in the product mix toward
lower royalty bearing products.

    For the nine month period ended September 30, 1997, total cost of sales
decreased 23% to $601,000 from $784,000 reported in the comparable prior year
period.  Total cost of sales decreased due to lower customer support, royalty
and other manufacturing costs.  Customer support costs decreased $67,000 in the
nine month period ended September 30, 1997, as compared to the comparable prior
year period primarily due to organization changes; management of customer
support has been combined with other research and development functions.
Royalty expense decreased $64,000 in the nine month period ended September 30,





                                       7
<PAGE>   8
1997 as compared to the comparable prior year period due to a change in the
product mix toward lower royalty bearing products, as well as the Company's
efforts to reduce the amount of third party technology incorporated in its
products.  Manufacturing costs decreased $60,000 in the nine month period ended
September 30, 1997 as compared to the comparable prior year period, reflecting
cost savings derived from the Company's transition to CD-ROM based media as its
primary media format and to the use of on-line documentation.  As a percent of
total revenue, cost of sales was 9% for the third quarter of 1997 and 1996, and
decreased to 9% for the nine month period ended September 30, 1997 as compared
to 10% for the comparable prior year period.

Operating Expenses

    Sales and marketing expense increased 9% to $978,000 for the quarter ended
September 30, 1997 as compared to $899,000 reported for the quarter ended
September 30, 1996.  For the nine month period ended September 30, 1997, sales
and marketing expense increased 12% to $2.9 million from $2.6 million reported
for the same prior year period.  For the three and nine month periods ended
September 30, 1997 as compared to the comparable prior year periods, increased
sales and marketing expense reflected lower commission expense offset by higher
spending on marketing. Commission expense decreased as a result of lower
license fees in both the three and nine month periods ended September 30, 1997
as compared to the same prior year periods.  The increase in marketing expense
was due to increased staffing in support of increased marketing activities on
the part of the Company in 1997 as compared to 1996. Marketing program expenses
also increased in 1997 as compared to 1996 for public relations, advertising
campaigns, and sales collateral.  As a percent of total revenue, sales and
marketing expense increased to 37% for the quarter ended September 30, 1997 as
compared to 34% for same quarter in 1996, and increased to 42% for the nine
month period ended September 30, 1997 from 34% reported for the comparable
prior year period.

    Research and development expense increased slightly to $968,000 for the
quarter ended September 30, 1997 from $949,000 reported in the same prior year
quarter.  For the nine month period ended September 30, 1997 research and
development expense increased 10% to $3.0 million as compared to $2.7 million
reported for the comparable prior year period, primarily due to a $200,000
provision for impairment of purchased software.   As a percent of total
revenue, research and development expense was 37% for the third quarter of 1997
as compared to 36% for the same quarter in 1996.  For the nine month period
ended September 30, 1997 research and development expense as a percent of total
revenue increased to 43% from 35% reported for the same prior year period.  The
Company accounts for research and development expense in accordance with
Statement of Financial Accounting Standards ("SFAS") No. 86, under which the
Company is required to capitalize software development costs after
technological feasibility is established.  Capitalizable software development
costs incurred to date have not been significant; therefore, the Company has
expensed all of these costs in the periods incurred.

    General and administrative expense increased 46% to $480,000 for the
quarter ended September 30, 1997 from $329,000 reported for the quarter ended
September 30, 1996.  For the nine month period ended September 30, 1997 general
and administrative expense increased 71% to $1.9 million from $1.1 million
reported for the same period in 1996.  This increase includes a charge in June
1997 of approximately $150,000 for severance costs in connection with the
Separation and Release Agreement with the former president of the Company.
Increased general and administrative expense for the three and nine month
periods ended September 30, 1997 as compared to the comparable prior year
periods was also attributable to increased spending on  insurance,
professional fees and other costs associated with the Company's reporting
obligations as a public company. Additionally, legal expense increased in 1997
as compared to 1996 due to costs associated with ongoing litigation as
described in "Legal Proceedings".  As a percent of total revenue, general and
administrative expense increased to 18% for the third quarter of 1997 as
compared to 13% for the third quarter of 1996 and 27% for the nine month period
ended September 30, 1997 as compared to 14% for the comparable prior year
period.





                                       8
<PAGE>   9
Other Income (Expense), net

    Other income increased to $89,000 for the quarter ended September 30, 1997
as compared to $3,000 reported for the same quarter in 1996.  For the nine
month period ended September 30, 1997 other income increased to $293,000 as
compared to an expense of $48,000 reported for the nine month period ended
September 30, 1996.  Increased other income reflects higher interest income
resulting from the investment of proceeds from the Company's initial public
offering which was completed in October 1996.

Income Tax Expense

    Income tax expense was $37,000 in the quarter ended September 30, 1997 as
compared to $46,000 for the quarter ended September 30, 1996.  For the nine
month period ended September 30, 1997 income tax expense decreased to $58,000
as compared to $91,000 reported in the comparable prior year period.  Income
tax expense for these periods included only withholding taxes on foreign sales.

FLUCTUATIONS IN QUARTERLY RESULTS

    The Company has experienced in the past and expects to continue to
experience significant fluctuations in quarterly operating results due to a
number of factors that are difficult to forecast, including, among others, the
volume of orders received within a quarter, demand for the Company's products,
the product mix purchased by the Company's customers, competing capital budget
considerations of the Company's customers, introduction and enhancement of
products by the Company and its competitors, market acceptance of new products,
reviews in the industry press concerning the products of the Company or its
competitors, changes or anticipated changes in pricing by the Company or its
competitors and general economic conditions.  Due to the foregoing factors, it
is possible that the Company's operating results for some future quarters may
fall below the expectations of securities analysts and investors.

LIQUIDITY AND CAPITAL RESOURCES

    As of September 30, 1997, the Company had $6.2 million in cash and cash
equivalents.  Cash and cash equivalents decreased $2.2 million for the nine
month period ended September 30, 1997, as compared to an increase in cash and
cash equivalents of $322,000 for the comparable prior year period.

    Net cash used by operating activities was $1.6 million  for the nine month
period ended September 30, 1997 as compared to cash provided by operations of
$907,000 for the nine month period ended September 30, 1996.  Net cash used for
operations in 1997 was primarily the result of the net loss for the nine month
period ended September 30, 1997 totaling $1.2 million, combined with an
increase in accounts receivable of $1.0 million, partially offset by the non-
cash write off of acquired in-process research and development and increased
deferred revenue.  Cash provided by operations in the nine month period ended
September 30, 1996 was primarily due to net income, and an increase in deferred
revenue and accrued expenses.

    Net cash used by investing activities for the nine month period ended
September 30, 1997 totaling $859,000 reflects cash used for capital equipment
purchases including, furniture, personal computers and networking equipment to
upgrade the Company's infrastructure.  For the nine month period ended
September 30, 1996 net cash used by investing activities of $361,000 included
$161,000 for capital equipment purchases and $200,000 for additions to
purchased computer software.  

    Net cash provided by financing activities was $303,000 for the nine month
period ended September 30, 1997, reflecting the issuance of stock in connection
with the exercise of stock options and the Company's employee stock purchase
plan.  Net cash used by financing activities in the nine month period ended
September 30, 1996 of $195,000 reflects cash used for principal payments on
notes payable and prepaid offering expenses, partially offset by cash provided
by the issuance of stock in connection with the exercise of stock warrants and
options.





                                       9
<PAGE>   10
    The Company maintains a  revolving line of credit with a bank that provides
for maximum borrowings of $1,000,000 through May 1998 and bears interest at the
bank's prime rate plus 0.25%.  The line of credit also includes an equipment
financing line of credit providing for maximum borrowings of  $500,000.  The
equipment financing line of credit bears interest at the bank's prime rate plus
0.75% and is payable in thirty-six equal monthly installments beginning on
March 31, 1998.  As of September 30, 1997, the Company had no borrowings under
either line of credit

    The Company believes existing cash, together with existing credit
facilities and cash generated from operations, will be sufficient to meet the
Company's operating and capital requirements for the foreseeable future
including at least the next twelve months.





                                       10
<PAGE>   11
                          PART II.  OTHER INFORMATION

Item 1. Legal Proceedings:

    On April 30, 1997, the Company filed a Complaint for Damages and Injunctive
Relief and Jury Demand in the District Court of Boulder County, Colorado
against Rolf Fischer, Ronald E. Davidson and Hyper Tree Technologies, L.L.C.
On June 9, 1997, Hyper Tree Technologies, L.L.C. removed the action to the
United States District Court for the District of Colorado.  Both Mr. Fischer
and Mr. Davidson were employees of the Company until their resignations
effective on March 31, 1997.  Additionally, Mr. Davidson served as an executive
officer of the Company as Vice President, Pacific Rim Sales.  In the Complaint,
the Company alleges that Messrs. Fischer and Davidson have acted to deprive the
Company of its rights to a technology known as "Lean Design".  The Company is
seeking relief against the defendants for breach of contract and employment
duties, unfair competition, fraud, misappropriation of trade secrets and
conspiracy, among other items, and has requested a jury trial to resolve the
issues in dispute.

    Although no counterclaims have been filed, the Company expects the
litigation to be contentious.  The Company states no opinion as to the
likelihood that any counterclaims will be filed or as to the degree of exposure
the Company may face from any counterclaims.

Item 2.  Changes in Securities:
         None

Item 3.  Defaults on Senior Securities:
         Not Applicable

Item 4.   Submission of Matters to Vote of Security Holders:
         None

Item 5.  Other Information:
         None

Item 6.  Exhibits and Reports on Form 8-K:
         a)  Exhibits
                27        Financial Data Schedule

         b)  Reports on Form 8-K
             None





                                       11
<PAGE>   12

                                   SIGNATURES

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


                                                SPATIAL TECHNOLOGY INC.



Date November 10, 1997                          /s/ R. Bruce Morgan 
                                                --------------------------------
                                                R. Bruce Morgan            
                                                President, Chief Operating 
                                                Officer and Director
                                               





                                       12
<PAGE>   13

                                EXHIBIT INDEX


EXHIBIT NO.                               DESCRIPTION
-----------                               -----------

    27                               Financial Data Schedule