<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 June 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>
<S>                                                            <C>
                    DELAWARE                                                84-1035353
(State or other jurisdiction of incorporation or               (I.R.S. Employer Identification No.)
                  organization)

 2425 55TH STREET, SUITE 100, BOULDER, COLORADO                               80301
    (address of principal executive offices)                                (Zip Code)
</TABLE>

                                 (303) 449-0649
              (Registrant's telephone number, including area code)


    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 July 1, 1997, there were outstanding 7,430,132 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 June 30, 1997    . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      3

         Condensed Consolidated Statements of Operations, three and six
             months ended June 30, 1996 and 1997  . . . . . . . . . . . . . . . . . . . . . . .      4

         Condensed Consolidated Statements of Cash Flows, three and six
             months ended June 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      10

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





                                       2
<PAGE>   3
                            SPATIAL TECHNOLOGY INC.

                     CONDENSED CONSOLIDATED BALANCE SHEETS

                     (Amounts in thousands, except shares)

                                     ASSETS

<TABLE>
<CAPTION>
                                                                               December 31,          June 30,
                                                                                   1996                1997
                                                                                ---------            ---------
                                                                                                    (Unaudited)
<S>                                                                            <C>                  <C>
Current Assets:
   Cash and cash equivalents                                                   $    8,407           $    6,928
     Accounts receivable, net of allowance of $50 and $87 in 1996 and
         1997, respectively                                                         1,542                2,076
   Prepaid expenses and other                                                         341                  435
                                                                                ---------            ---------
         Total current assets                                                      10,290                9,439
Equipment, net                                                                        423                  742
Purchased computer software, net                                                      358                  106
                                                                                ---------            ---------
                                                                                $  11,071            $  10,287
                                                                                =========            =========


                                     LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
   Accounts payable                                                             $     314            $     339
   Accrued royalties payable                                                          366                  372
   Other accrued expenses                                                             755                  956
   Deferred revenue                                                                 1,325                1,346
                                                                                ---------            ---------
     Total current liabilities                                                      2,760                3,013
                                                                                ---------            ---------

Stockholders' Equity:
     Common stock, $.01 par value; 22,500,000 shares authorized;
         7,369,888 and 7,430,132 shares issued in 1996 and 1997,
         respectively                                                                  74                   74
     Additional paid-in capital                                                    23,351               23,539
     Accumulated deficit                                                          (15,034)             (16,249)
     Foreign currency translation adjustment                                          (80)                 (90)
                                                                                ---------            ---------
        Total stockholders' equity                                                  8,311                7,274
                                                                                ---------            ---------
                                                                                $  11,071            $  10,287
                                                                                =========            =========
</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              Six Months Ended
                                                               June 30,                       June 30,

                                                          1996           1997            1996           1997
                                                       ---------      ----------       ---------      ---------
<S>                                                    <C>            <C>             <C>             <C>
Revenue:
  License fees  . . . . . . . . . . . . . . . . .      $   1,397      $      956       $   2,348      $   1,570
  Royalties   . . . . . . . . . . . . . . . . . .            510             532           1,228          1,299
  Maintenance and other   . . . . . . . . . . . .            745             697           1,461          1,406
                                                       ---------      ----------       ---------      ---------
         Total revenue  . . . . . . . . . . . . .          2,652           2,185           5,037          4,275
                                                       ---------      ----------       ---------      ---------

Cost of sales:
  License fees  . . . . . . . . . . . . . . . . .             62              83             148            151
  Royalties   . . . . . . . . . . . . . . . . . .             48              40             113             96
  Maintenance and other   . . . . . . . . . . . .            145              59             300            128
                                                       ---------      ----------       ---------      ---------
         Total cost of sales  . . . . . . . . . .            255             182             561            375
                                                       ---------      ----------       ---------      ---------
         Gross profit . . . . . . . . . . . . . .          2,397           2,003           4,476          3,900
                                                       ---------      ----------       ---------      ---------

Operating expenses:
  Sales and marketing   . . . . . . . . . . . . .            939             968           1,674          1,891
  Research and development  . . . . . . . . . . .            894             916           1,755          1,804
  General and administrative  . . . . . . . . . .            437             630             767          1,204
  Acquired in-process research and development and
    severance costs . . . . . . . . . . . . . . .             --             399              --            399
                                                       ---------      ----------       ---------      ---------
         Total operating expenses . . . . . . . .          2,270           2,913           4,196          5,298
                                                       ---------      ----------       ---------      ---------
         Earnings (loss) from operations  . . . .            127            (910)            280         (1,398)

Other income (expense)
  Interest income   . . . . . . . . . . . . . . .              7             100              12            207
  Interest expense  . . . . . . . . . . . . . . .            (28)             --             (64)            (1)
  Other, net  . . . . . . . . . . . . . . . . . .             --              (1)              1             (2)
                                                       ---------      ----------       ---------      ---------
         Total other income (expense) . . . . . .            (21)             99             (51)           204
                                                       ---------      ----------       ---------      ---------
         Earnings (loss) before income taxes  . .            106            (811)            229         (1,194)

Income tax expense (benefit)  . . . . . . . . . .            (19)             (7)             45             21
                                                       ---------      ----------       ---------      ---------

         Net earnings (loss). . . . . . . . . . .      $     125      $     (804)      $     184      $  (1,215)
                                                       =========      ==========       =========      =========

Earnings (loss) per common share  . . . . . . . .      $    0.02      $    (0.11)      $    0.03      $   (0.16)
                                                       =========      ==========       =========      =========

Weighted average number of common shares and  . .
  common equivalent shares outstanding  . . . . .          5,357           7,454           5,330          7,465
                                                       =========      ==========       =========      =========
</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>
                                                                                         Six Months Ended
                                                                                             June 30,
                                                                                ----------------------------------
                                                                                   1996                     1997
                                                                                -----------              ---------
<S>                                                                             <C>                      <C>
Cash flows from operating activities:
  Net earnings (loss)                                                           $       184              $  (1,215)
  Adjustments to reconcile net earnings (loss) to net cash
     provided (used) by operating activities:
     Acquired in-process research and development                                        --                    200
     Depreciation and amortization                                                      115                    152
     Common stock issued for services                                                    20                     --
     Changes in operating assets and liabilities:
       Accounts receivable                                                             (400)                  (534)
       Prepaid expenses and other                                                         8                    (94)
       Accounts payable                                                                (175)                    25
       Accrued expenses                                                                 326                    207
       Deferred revenue                                                                 559                     21
                                                                                -----------              ---------
         Net cash provided (used) by operating activities                               637                 (1,238)
                                                                                -----------              ---------

Cash flows from investing activities:
  Additions to equipment                                                                (75)                  (419)
  Additions to purchased computer software                                             (200)                    --
                                                                                -----------              ---------
         Net cash used by investing activities                                         (275)                  (419)
                                                                                -----------              ---------

Cash flows from financing activities:
  Principal payments on notes payable                                                  (725)                    --
  Proceeds from notes payable                                                           225                     --
  Proceeds from issuance of stock                                                       392                    188
                                                                                -----------              ---------
         Net cash provided (used) by financing activities                              (108)                   188
                                                                                -----------              ---------
Foreign currency translation adjustment affecting cash                                  (17)                   (10)
                                                                                -----------              ---------
         Net increase (decrease) in cash and cash equivalents                           237                 (1,479)

Cash and cash equivalents at beginning of period                                        153                  8,407
                                                                                -----------              ---------
Cash and cash equivalents at end of period                                      $       390              $   6,928
                                                                                ===========              =========

Supplemental disclosures:
  Cash paid for interest                                                        $        29              $       1
                                                                                ===========              =========

  Cash paid for income taxes                                                    $        91              $      44
                                                                                ===========              =========
</TABLE>


          See accompanying notes to consolidated financial statements.





                                       5
<PAGE>   6
                            SPATIAL TECHNOLOGY INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)
                                 June 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.

C. NOTES PAYABLE

    In May 1997 the Company amended its revolving line of credit with a bank.
The amended line of credit provides for maximum borrowings of $1,000,000
through May 1998 and bears interest at the bank's prime rate plus 0.25%. As of
June 30, 1997, the Company had no borrowings under this line of credit.  The
amended 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.

D. SUBSEQUENT EVENTS

    Effective June 30, 1997 the Company entered into a Separation and Release
Agreement with the former President of the Company, which provides for a lump
sum severance payment, consulting fees and other benefits totaling
approximately $150,000.  Such amount was charged to operations in June 1997.





                                       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 for the quarter ended June 30, 1997 decreased 18% to $2.2
million from $2.7 million reported for the quarter ended June 30, 1996.  This
decrease resulted from decreased license fees and maintenance and other
revenue, which was partially offset by higher royalty revenue.  License fees
decreased 32% to $956,000 for the second quarter of 1997 from $1.4 million
reported in the second quarter of 1996.  The decrease in license fees is
attributed primarily to fewer license contracts in North America in 1997 as
compared to 1996.  Maintenance and other revenue decreased 6% to $697,000 for
the quarter ended June 30, 1997 as compared to $745,000 reported for the
quarter ended June 30, 1996.  Royalties increased 4%, growing to $532,000 for
the second quarter of 1997 from $510,000 reported for the same quarter in 1996.
Excluding non-refundable prepaid royalties, royalty revenue increased 17%,
growing from $410,000 in the quarter ended June 30, 1996 to $478,000 in the
quarter ended June 30, 1997.  Increased royalties resulted from an increase in
the number of the Company's customers shipping ACIS-based software
applications.  International revenue represented 44% of total revenue for the
second quarter of 1997 as compared to 40% for the second quarter of 1996.

    For the six month period ended June 30, 1997 total revenue decreased 15% to
$4.3 million as compared to $5.0 million reported for the same six month period
in 1996, resulting primarily from decreased license fees and  maintenance and
other revenue, partially offset by increased royalties.  License fees
decreased 33% to $1.6 million in the six month period ended  June 30, 1997 as
compared to $2.3 million for the comparable prior year period.  The decrease in
license fees was attributed primarily to fewer license contracts in North
America and Japan in 1997 as compared to 1996.  Maintenance and other revenue
decreased 4% to $1.4 million for the six month period ended June 30, 1997 as
compared to $1.5 million reported for the comparable period in 1996, resulting
primarily from a decrease in the number of annual maintenance contracts
renewed.  Royalties increased 6%, growing to $1.3 million for the six month
period ended June 30, 1997 from $1.2 million reported for the six month period
ended June 30, 1996.  Increased  royalties resulted from an increase in the
number of the Company's customers shipping ACIS-based software applications.
International revenue represented 49% of total revenue for the six months ended
June 30, 1997 as compared to 44% for the six months ended June 30, 1996.

Cost of Sales

    Cost of sales consists of royalty payments by the Company to third party
developers, support costs, manufacturing costs (primarily media duplication,
manuals, and shipping) and amortization of purchased computer software.  Total
cost of sales decreased 29% to $182,000 for the quarter ended June 30, 1997 from
$255,000 reported in the quarter ended June 30, 1996.  For the six month period
ended June 30, 1997 total cost of sales decreased 33% to $375,000 from $561,000
reported in the comparable prior year period.  For all periods presented the
decrease in total cost of sales was primarily due to lower manufacturing and
support costs.  Manufacturing costs decreased $36,000 and $86,000 in the three
and six month periods ended June 30, 1997, respectively, as compared to the
comparable prior year periods.  Manufacturing costs decreased in each reported
period of 1997 as compared to 1996 primarily due to a product release update
distributed at the end of the first quarter of 1996, whereas no update was
shipped in the first half of 1997.  Decreased manufacturing costs are also due
to the Company's transition to CD-ROM based media as its primary media format
and to the use of on-line documentation at the end of the first quarter of 1996,
resulting in cost savings.  Support costs decreased $45,000 and $84,000 in the
three and six month periods ended June 30, 1997, respectively, as compared to
the comparable prior year periods primarily due to organization changes;
management of customer support has been combined with other research and
development functions.  As a percent of total revenue, cost of sales decreased
to 8% for the second quarter of 1997 as compared to 10% for the second


                                       7
<PAGE>   8
quarter of 1996, and decreased to 9% for the six month period ended June 30,
1997 as compared to 11% for the comparable prior year period.

Operating Expenses

    Sales and marketing expense increased slightly to $968,000 for the quarter
ended June 30, 1997 as compared to $939,000 reported in the quarter ended June
30, 1996.  For the six month period ended June 30, 1997 sales and marketing
expense increased 13% to $1.9 million from $1.7 reported for the six month
period ended June 30, 1996.  Increased sales and marketing expense reflected
lower commission expense offset by higher spending on marketing in 1997 as
compared to 1996.  Commission expense decreased as a result of lower license
fees in both the three and six month periods ended June 30, 1997 as compared to
the same prior year periods.  Increased marketing expense was primarily due to
increased spending on marketing programs and increased staffing in support of 
heightened marketing activities on the part of the Company in 1997 as compared
to 1996.  Marketing program expenses increased in 1997 for public relations,
direct mail promotions and advertising campaigns.  As a percent of total
revenue, sales and marketing expense increased to 44% for the three and six
month periods ended June 30, 1997 as compared to 35% and 33% for the three and
six month periods ended June 30, 1996, respectively.

    Research and development expense increased slightly to $916,000 for the
quarter ended June 30, 1997 from $894,000 reported in the same prior year
quarter.  For the six month periods ended June 30, 1997 and 1996 research and
development expense was $1.8 million.  As a percent of total revenue, research
and development expense increased to 42% for the three and six month periods
ended June 30, 1997 from 34% and 35% for comparable prior year periods.  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 44% to $630,000 for the
quarter ended June 30, 1997 from $437,000 reported for the quarter ended June
30, 1996.  For the six month period ended June 30, 1997 general and
administrative expense increased 57% to $1.2 million from $767,000 reported for
the same period in 1996.  Increased general and administrative expense for all
periods presented was primarily 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 29% for the second quarter of
1997 as compared to 16% for the second quarter of 1996 and 28% for the six
month period ended June 30, 1997 as compared to 15% for the comparable prior
year period.

Acquired In-process Research and Development and Severance Costs

    In the quarter ended June 30, 1997 the Company took a $200,000 non-cash
write off related to acquired technology, reflecting a change in the Company's
development strategy.  The Company also incurred a $150,000 charge during the
second quarter of 1997 for severance costs in connection with the Separation
and Release Agreement with the former president of the Company.

Other Income (Expense), net

    Other income increased to $99,000 for the quarter ended June 30, 1997 as
compared to an expense of $21,000 reported for the quarter ended June 30, 1996.
For the six month period ended June 30, 1997 other income increased to $204,000
as compared to an expense of $51,000 reported for the six month period ended
June 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.



                                       8
<PAGE>   9
Income Tax Expense

    Income tax expense reflected a credit of $7,000 in the quarter ended June
30, 1997 as compared to a credit of $19,000 for the quarter ended June 30,
1996.  For the six month period ended June 30, 1997 income tax expense
decreased to $21,000 as compared to $45,000 reported in the six month period
ended June 30, 1996.  For the quarters ended June 30 1997 and 1996 the net
income tax benefit reflects adjustments for actual payments less than
originally accrued for contracts executed in prior periods.  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 June 30, 1997, the Company had $6.9 million in cash and cash
equivalents.  Cash and cash equivalents decreased $1.5 million for the six
month period ended June 30, 1997, as compared to an increase in cash and cash
equivalents of $237,000 for the comparable prior year period.

    Net cash used by operating activities was $1.2 million  for the six month
period ended June 30, 1997 as compared to cash provided by operations of
$637,000 for the six month period ended June 30, 1996.  Net cash used for
operations in 1997 was primarily the result of the net loss for the six month
period ended June 30, 1997, combined with an increase in accounts receivable,
partially offset by the non-cash write off of acquired in-process research and
development and increased accrued expenses.  Cash provided by operations in the
six month period ended June 30, 1996 was primarily due to an increase in
deferred revenue and accrued expenses, which was partially offset by increased
accounts receivable.

    Net cash used by investing activities for the six month period ended June
30, 1997 totaling $419,000 reflects cash used for capital equipment purchases.
For the six month period ended June 30, 1996 net cash used by investing
activities of $275,000 included $75,000 for capital equipment purchases and
$200,000 for additions to purchased computer software.  In June 1997 the
Company charged the $200,000 to operations.  See "Results of Operations -
Acquired In-process Research and Development and Severance Costs".

    Net cash provided by financing activities was $188,000 for the six month
period ended June 30, 1997, reflecting the issuance of stock in connection with
the exercise of stock options.  Net cash used by financing activities in the six
month period ended June 30, 1996 of $108,000 reflects cash used for principal
payments on notes payable, partially offset by cash provided by the issuance of
stock in connection with the exercise of stock warrants and options.

    In May 1997 the Company amended its revolving line of credit with a bank.
The amended line of credit provides for maximum borrowings of $1,000,000
through May 1998 and bears interest at the bank's prime rate plus 0.25%.  As of
June 30, 1997, the Company had no borrowings under this line of credit.  The
amended 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.

    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.





                                       9
<PAGE>   10
                         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:

    An Annual Meeting of the Company's Stockholders was held on May 8, 1997 in
Boulder, Colorado for the following purposes:

(a) To approve an amendment to the Restated Certificate of Incorporation to
    provide for the classification of the Board of Directors into three classes
    with three staggered terms.  The following votes were cast by the Company's
    stockholders with respect to the amendment to the Restated Certificate of
    Incorporation:

<TABLE>
<CAPTION>
          Shares Voted For    Shares Voted Against    Shares Voted Withheld    Abstentions     Broker Non-Votes
          ----------------    --------------------    ---------------------    -----------     ----------------
              <S>                   <C>                         <C>               <C>             <C>
              3,654,218             992,510                     0                 34,100          1,700,111
</TABLE>

    The foregoing votes did not result in the adoption of such proposal.

(a) To ratify the selection of KPMG Peat Marwick LLP as the Company's
    independent auditors for the fiscal year ending December 31, 1997.  The
    following votes were cast by the Company's stockholders with respect to the
    ratification of the Company's auditors:

<TABLE>
<CAPTION>
          Shares Voted For    Shares Voted Against    Shares Voted Withheld    Abstentions     Broker Non-Votes
          ----------------    --------------------    ---------------------    -----------     ----------------
              <S>                    <C>                        <C>               <C>                 <C>
              6,346,039              11,800                     0                 23,100              0
</TABLE>

    The foregoing votes resulted in the adoption of such proposal.



                                       10
<PAGE>   11

Item 5.  Other Information:
         None

Item 6.  Exhibits and Reports on Form 8-K:
         a)  Exhibits
<TABLE>
             <S>       <C>
             10.27     Amended and Restated Loan and Security Agreement between the Registrant and
                       Silicon Valley Bank, dated as of August 15, 1995, as amended.
             10.28     Separation and Release Agreement between the Registrant and Jerry T. Sisson,
                       dated as of June 23, 1997.
             10.29     Employment Agreement between the Registrant and R. Bruce Morgan, dated as of
                       July 1, 1997.
             27        Financial Data Schedule
</TABLE>

         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 August 8, 1997                 /s/ R. Bruce Morgan
     --------------                 ----------------------------
                                    R. Bruce Morgan
                                    President, Chief Operating
                                    Officer and Director





                                       12
<PAGE>   13
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
  No.                             Description                                               Page
-------                           -----------                                               ----
<S>        <C>                                                                              <C>
 10.27     Amended and Restated Loan and Security Agreement between the Registrant and
           Silicon Valley Bank, dated as of August 15, 1995, as amended.
 10.28     Separation and Release Agreement between the Registrant and Jerry T. Sisson,
           dated as of June 23, 1997.
 10.29     Employment Agreement between the Registrant and R. Bruce Morgan, dated as of
           July 1, 1997.
 27        Financial Data Schedule
</TABLE>