<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, 1998

                                       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)


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

     2425 55th STREET, SUITE 100, BOULDER, COLORADO                 80301
       (address of principal executive offices)                   (Zip Code)

                                 (303) 544-2900
              (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, 1998, there were outstanding 7,782,964 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>                                                                         <C>
PART I.   FINANCIAL INFORMATION

Item 1.  Financial Statements

         Condensed Consolidated Balance Sheets, December 31, 1997
               and June 30, 1998..................................................     3

         Condensed Consolidated Statements of Operations, three and six
               months ended June 30, 1997 and 1998................................     4

         Condensed Consolidated Statements of Cash Flows, six
               months ended June 30, 1997 and 1998................................     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,      June 30,
                                                                             1997            1998
                                                                         ------------    ------------
                                                                                         (Unaudited)
<S>                                                                      <C>             <C>
Current Assets:
      Cash and cash equivalents ......................................   $      5,736    $      4,625
      Accounts receivable, net of allowance of $82 and $66 in 1997
            and 1998, respectively ...................................          2,415           3,356
      Prepaid expenses and other .....................................            402             393
                                                                         ------------    ------------
            Total current assets .....................................          8,553           8,374
Equipment, net .......................................................          1,112           1,135
Purchased computer software, net .....................................            670             691
                                                                         ------------    ------------
                                                                         $     10,335    $     10,200
                                                                         ============    ============
             LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
      Accounts payable ...............................................   $        209    $        266
      Accrued royalties payable ......................................            317             372
      Other accrued expenses .........................................          1,172             776
      Deferred revenue ...............................................          1,470           1,706
                                                                         ------------    ------------
            Total current liabilities ................................          3,168           3,120
                                                                         ------------    ------------
Stockholders' Equity:
      Common stock, $.01 par value; 22,500,000 shares authorized;
            7,741,348 and 7,782,964 shares issued in 1997 and 1998,
            respectively .............................................             77              78
      Additional paid-in capital .....................................         24,057          24,139
      Accumulated deficit ............................................        (16,852)        (17,010)
      Foreign currency translation adjustment ........................           (115)           (127)
                                                                         ------------    ------------
            Total stockholders' equity ...............................          7,167           7,080
                                                                         ------------    ------------
                                                                         $     10,335    $     10,200
                                                                         ============    ============
</TABLE>


     See accompanying notes to condensed 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,
                                                      ---------------------------     ---------------------------
                                                          1997           1998             1997           1998
                                                      -----------     -----------     -----------     -----------
<S>                                                   <C>             <C>             <C>             <C>
Revenue:
   License fees ..................................    $       956     $     1,280     $     1,570     $     2,001
   Royalties .....................................            532             925           1,299           1,904
   Maintenance and other .........................            697             806           1,406           1,627
                                                      -----------     -----------     -----------     -----------
            Total revenue ........................          2,185           3,011           4,275           5,532
                                                      -----------     -----------     -----------     -----------
Cost of sales:
   License fees ..................................             83              69             151             128
   Royalties .....................................             40               4              96              11
   Maintenance and other .........................             59              62             128             137
                                                      -----------     -----------     -----------     -----------
            Total cost of sales ..................            182             135             375             276
                                                      -----------     -----------     -----------     -----------
            Gross profit .........................          2,003           2,876           3,900           5,256
                                                      -----------     -----------     -----------     -----------
Operating expenses:
   Sales and marketing ...........................            977           1,127           1,900           2,256
   Research and development ......................          1,116           1,188           2,004           2,215
   General and administrative ....................            820             556           1,394             953
                                                      -----------     -----------     -----------     -----------
            Total operating expenses .............          2,913           2,871           5,298           5,424
                                                      -----------     -----------     -----------     -----------
            Earnings (loss) from operations ......           (910)              5          (1,398)           (168)

Other income (expense)
   Interest income ...............................            100              64             207             129
   Interest expense ..............................           --              --                (1)           --
   Other, net ....................................             (1)             (2)             (2)             (3)
                                                      -----------     -----------     -----------     -----------
            Total other income (expense) .........             99              62             204             126
                                                      -----------     -----------     -----------     -----------
            Earnings (loss) before income taxes ..           (811)             67          (1,194)            (42)

Income tax expense (benefit) .....................             (7)             24              21             116
                                                      -----------     -----------     -----------     -----------
            Net earnings (loss) ..................    $      (804)    $        43     $    (1,215)    $      (158)
                                                      ===========     ===========     ===========     ===========

Earnings (loss) per common share
      Basic ......................................    $     (0.11)    $      0.01     $     (0.16)    $     (0.02)
      Diluted ....................................    $     (0.11)    $      0.01     $     (0.16)    $     (0.02)

Shares outstanding
      Basic ......................................          7,430           7,783           7,422           7,773
      Diluted ....................................          7,430           7,877           7,422           7,773
</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,
                                                                         ----------------------------
                                                                             1997            1998
                                                                         ------------    ------------
<S>                                                                      <C>             <C>
Cash flows from operating activities:
   Net loss ..........................................................   $     (1,215)   $       (158)
   Adjustments to reconcile net loss to net cash
      used by operating activities:
      Provision for impairment of purchased computer software ........            200            --
      Depreciation and amortization ..................................            152             236
      Changes in operating assets and liabilities:
         Accounts receivable .........................................           (534)           (941)
         Prepaid expenses and other ..................................            (94)              9
         Accounts payable ............................................             25              57
         Accrued expenses ............................................            207            (341)
         Deferred revenue ............................................             21             236
                                                                         ------------    ------------
            Net cash used by operating activities ....................         (1,238)           (902)
                                                                         ------------    ------------
Cash flows from investing activities:
   Additions to equipment ............................................           (419)           (179)
   Additions to purchased computer software ..........................           --              (101)
                                                                         ------------    ------------
            Net cash used by investing activities ....................           (419)           (280)
                                                                         ------------    ------------
Cash flows from financing activities:
   Proceeds from issuance of stock ...................................            188              83
                                                                         ------------    ------------
            Net cash provided by financing activities ................            188              83
                                                                         ------------    ------------
Foreign currency translation adjustment affecting cash ...............            (10)            (12)
                                                                         ------------    ------------
            Net decrease in cash and cash equivalents ................         (1,479)         (1,111)

Cash and cash equivalents at beginning of period .....................          8,407           5,736
                                                                         ------------    ------------
Cash and cash equivalents at end of period ...........................   $      6,928    $      4,625
                                                                         ============    ============
Supplemental disclosures:
   Cash paid for interest ............................................   $          1    $       --
                                                                         ============    ============
   Cash paid for income taxes ........................................   $         44    $        118
                                                                         ============    ============
</TABLE>


     See accompanying notes to condensed consolidated financial statements.


                                       5
<PAGE>   6


                             SPATIAL TECHNOLOGY INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                                  June 30, 1998

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, 1997, are adequate to make the
information presented not misleading.


B. EARNINGS (LOSS) PER SHARE

      Basic earnings (loss) per share is computed using the weighted average
number of common shares outstanding during the period. Diluted earnings per
share is computed on the basis of the weighted average number of common shares
outstanding plus the dilutive effect of potential common stock. Except for the
three months ended June 30, 1998, diluted loss per share is the same as basic
loss per share, as the effect of potential common stock is antidilutive.
The effect of potential common stock for the quarter ended June 30, 1998 is not
significant.

C. ACCOUNTING POLICIES

      Revenue Recognition

      Effective for the fiscal year beginning January 1, 1998, the Company
adopted Statement of Position 97-2, "Software Revenue Recognition" ("SOP 97-2")
which requires that revenue for licensing, selling, leasing, or otherwise
marketing computer software be recognized when certain criteria are met.

      In March 1998, the AICPA issued Statement of Position No. 98-4 ("SOP
98-4"), "Deferral of the Effective Date of a Provision of SOP 97-2." SOP 98-4
defers, for one year, the application of certain passages in SOP 97-2, which
limit what is considered vendor-specific objective evidence necessary to
recognize revenue for software licenses in multiple-element arrangements when
undelivered elements exist. Additional guidance is expected to be provided prior
to adoption of any resulting final amendments related to the deferred provisions
of SOP 97-2.

      The Company does not expect the effect of adopting the remaining
provisions of SOP 97-2 will have a material effect on the Company's financial
statements given the Company's policy of utilizing standard contracts and
allocating revenue to each element in a given contract based on an established
price list.

      Comprehensive Income

      The Company has adopted the provisions of Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income," effective
January 1, 1998. This statement requires the disclosure of comprehensive income
and its components in a full set of general-purpose financial statements.
Comprehensive income is defined as net income plus revenues, expenses, gains and
losses that, under generally accepted accounting principles, are excluded from
net income. The components of comprehensive income, which are excluded from net
income, are not significant individually or in aggregate, and therefore, no
separate statement of comprehensive income has been presented.


                                       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, 1997,
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, 1998 increased 38% to $3.0
million from $2.2 million reported for the quarter ended June 30, 1997,
reflecting an increase in all revenue categories. License fees increased 34% to
$1.3 million for the second quarter of 1998 from $956,000 reported in the second
quarter of 1997. Increased license fees in the second quarter of 1998 as
compared to the same prior year quarter were primarily due to new license
contracts in Europe. Royalties increased 74%, to $925,000 for the second quarter
of 1998 versus $532,000 reported for the same quarter in 1997. Increased
royalties for the quarter ended June 30, 1998 as compared to the comparable
quarter in 1997 was the result of two factors: 1) an increase in the number of
the Company's customers shipping ACIS(R)-enabled software applications, and 2)
increased non-refundable royalties. Maintenance and other revenue increased 16%
to $806,000 for the quarter ended June 30, 1998 as compared to $697,000 reported
for the quarter ended June 30, 1997. Total recurring revenue, which is comprised
of royalty revenue and maintenance fees, increased 41% from the prior-year
period and represented 57% of total revenue during the second quarter of 1998.

      For the six month period ended June 30, 1998 total revenue increased 29%
to $5.5 million as compared to $4.3 million reported for the same six month
period in 1997, resulting from increases in all three revenue categories.
License fees increased 27% to $2.0 million in the six month period ended June
30, 1998 as compared to $1.6 million reported for the comparable prior year
period. The increase in license fees was primarily attributable to an increase
in new license contracts in North America and Europe in 1998 as compared to
1997. Royalties increased 47%, growing to $1.9 million for the six month period
ended June 30, 1998 versus $1.3 million reported for the six month period ended
June 30, 1997. Increased royalties for 1998 as compared to 1997 resulted from an
increase in the number of the Company's customers shipping ACIS-enabled software
applications. Maintenance and other revenue increased 16% to $1.6 million for
the six month period ended June 30, 1998 as compared to $1.4 million reported
for the comparable period in 1997 resulting primarily from an increase in
renewed maintenance contracts.

      Geographically, international revenue increased 56% for the quarter ended
June 30, 1998 and represented 50% of revenue as compared to 44% for the quarter
ended June 30, 1997. Increased international revenue for the second quarter of
1998 reflects an increase in the number of license contracts in Europe. For the
six month period ended June 30, 1998 international revenue increased 20% and
represented 45% of total revenue as compared to 48% for the comparable prior
year period. The decline in the ratio of international revenue for this six
month period is a result of the growth in recurring revenue in the United 
States, including both royalties and maintenance revenue.


                                       7
<PAGE>   8


Cost of  Sales

      Cost of sales consists of support costs, royalty payments by the Company
to third party developers, manufacturing costs (primarily media duplication,
manuals, and shipping) and amortization of purchased computer software. Total
cost of sales decreased 26% to $135,000 for the quarter ended June 30, 1998 from
$182,000 reported for the quarter ended June 30, 1997. For the six month period
ended June 30, 1998 cost of sales decreased 26% to $276,000 from $375,000
reported in the comparable prior year period. The decrease in cost of sales for
all periods presented was primarily due to a decrease in royalty expenses to
third party developers, partially offset by increased amortization of purchased
computer software. Decreased royalty expense in 1998 as compared to 1997 was due
to the acquisition of certain intellectual property rights in the fourth quarter
of 1997, which resulted in the elimination of a royalty obligation of the
Company. In connection with the acquisition of these intellectual property
rights, the Company capitalized certain assets as purchased computer software
and is amortizing these assets over a period of seven years, which resulted in
an increase in amortization in 1998 as compared to 1997. As a percent of total
revenue, cost of sales decreased to 4% and 5% for the three and six months ended
June 30, 1998, respectively, as compared to 8% and 9% for the comparable periods
in 1997, respectively.

Operating Expenses

      Sales and marketing expense increased 15% to $1.1 million for the quarter
ended June 30, 1998 as compared to $977,000 reported in the quarter ended June
30, 1997. For the six month period ended June 30, 1998 sales and marketing
expense increased 19% to $2.3 million from $1.9 million reported for the six
month period ended June 30, 1997. Increased sales and marketing expense in 1998
as compared 1997 was due to increased commissions and travel related costs
associated with increased revenue. As a percent of total revenue, sales and
marketing expense decreased to 37% and 41% for the three and six month periods
ended June 30, 1998, respectively, as compared to 45% and 44% for the comparable
periods in 1997, respectively.

      Research and development expense increased 6% to $1.2 million for the
quarter ended June 30, 1998 from $1.1 million reported in the same prior year
quarter. For the six month period ended June 30, 1998 research and development
expense increased 11% to $2.2 million from $2.0 million reported in the
comparable prior year period. Increased research and development expense was due
to increased staffing in support of increased development efforts for existing
products, as well as for new product offerings, including the ACIS(R) 3D Open
Viewer and the ACIS(R) Healing Husk. Further, research and development expense
in the second quarter of 1997 included a $200,000 charge for a write-down of
purchased computer software, which was due to a change in the Company's
development strategy. Excluding this non-recurring charge of $200,000, research
and development expense increased 30% and 23% for the three and six month
periods ended June 30, 1998, respectively, as compared to the comparable periods
in 1997. As a percent of total revenue, research and development expense
decreased to 39% and 40% for the three and six month periods ended June 30,
1998, respectively, from 51% and 47% for the comparable prior year periods,
respectively. 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 decreased 32% to $556,000 for the
quarter ended June 30, 1998 from $820,000 reported for the same quarter in 1997.
For the six month period ended June 30, 1998 general and administrative expense
decreased 32% to $953,000 from $1.4 million reported for the comparable prior
year period. Decreased general and administrative expense was due to a decrease
in staffing and lower professional fees in 1998 as compared to 1997. In
addition, general and administrative expense in the second quarter of 1997
included a charge of approximately $198,000 in connection with expenses
associated with the resignation of the former president of the Company.
Excluding these non-recurring charges, general and administrative expense
decreased 11% and 20% for the three and six month periods ended June 30, 1998,
respectively, as compared to the comparable periods in 1997. As a percent of
total revenue, general and administrative expense decreased to 18% and 17% for
the three and six month periods ended June 30, 1998, respectively, as compared
to 38% and 33% for the comparable prior year periods, respectively.


                                       8
<PAGE>   9

Other Income (Expense), net

      Other income decreased to $62,000 for the second quarter of 1998 as
compared to $99,000 reported for the second quarter of 1997 and to $126,000 for
the six month period ended June 30, 1998 from $204,000 for the comparable prior
year period. Decreased other income reflects lower interest income, as a result
of lower cash balances in 1998 as compared to 1997.

Income Tax Expense

      Income tax expense increased to $24,000 for the fiscal quarter ended June
30, 1998 as compared to a benefit of $7,000 reported for the same quarter in
1997. The benefit recognized in 1997 reflects an adjustment for actual payments
less than originally accrued for contracts executed in prior periods. For the
six month period ended June 30, 1998 income tax expense increased to $116,000
from $21,000 for the same period in 1997 due primarily to income tax liabilities
in Japan. Historically, income tax expense included only withholding taxes on
foreign sales. Beginning in 1998, the Company began incurring an income tax
liability for its Japanese subsidiary.

FLUCTUATIONS IN QUARTERLY RESULTS

      The Company has experienced in the past and expects to continue to
experience in the future 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.

YEAR 2000 CAPABILITY

      Many currently installed computer systems and software products are coded
to accept only two digit entries in the date code field. These date code fields
will need to accept four digit entries to distinguish 21st century dates from
20th century dates. As a result, in less than two years, computer systems and/or
software used by many companies may need to be upgraded to comply with such
"Year 2000" requirements.

      The Company has evaluated Year 2000 compliance issues and believes that
with respect to the Company's products and internal management information
systems it will not be materially adversely impacted by such issues. The
Company's software products do not incorporate date-sensitive algorithms. Any
date codes contained in the Company's software do not affect the functionality
of the products. The Company also incorporates third party software with its
core product. The Company has concluded that any date codes contained in such
third party software will not materially adversely impact the Company's
products. In addition, the Company has evaluated whether its management
information systems are Year 2000 compliant and has concluded that they are.
Moreover, the number of transactions that the Company manages is relatively low
because it depends on low volume, high value orders. As a result, the Company
believes that any date-sensitive material contained in its software would not
have a material adverse effect on the Company's management information systems
software. However, to the extent that any of the Company's foregoing assessments
are incorrect, there can be no assurance that the cost necessary to update the
performance of software will not have a material adverse effect on the Company's
business, financial condition and results of operations.

      Moreover, there can be no assurance that Year 2000 compliance issues
affecting the Company's customers products and internal management information
systems will not have a material adverse effect on the Company's business,
financial condition and results of operations. As an OEM provider the


                                       9

<PAGE>   10

Company's products may be incorporated directly into its customers' products,
which may contain date-sensitive processes that may affect the ability of the
Company's customers to sell end-user products.

LIQUIDITY AND CAPITAL RESOURCES

      As of June 30, 1998, the Company had $4.6 million in cash and cash
equivalents. Cash and cash equivalents decreased $1.1 million for the six months
ended June 30, 1998, as compared to $1.5 million for the comparable prior year
period.

      Net cash used by operating activities was $902,000 for the six month
period ended June 30, 1998 as compared to $1.2 million for the six month period
ended June 30, 1997. Net cash used by operations in 1998 was primarily the
result of increased accounts receivable and decreased accrued expenses,
partially offset by increased deferred revenue. Cash used by operations in the
six month period ended June 30, 1997 was primarily due to the net loss, combined
with an increase in accounts receivable, partially offset by the non-cash
write-down of purchased computer software and increased accrued expenses.

      Net cash used by investing activities totaling $280,000 for the six month
period ended June 30, 1998 reflects $179,000 used for equipment purchases and
$101,000 used for purchased computer software, including technology included in
certain new product offerings during 1998. Cash used for the comparable period
in 1997 totaling $419,000 reflects equipment purchases.

      Net cash provided by financing activities was $83,000 for the six months
ended June 30, 1998, due to proceeds in connection with the Company's employee
stock purchase plan. Net cash provided by financing activities in the six month
period ended June 30, 1997 was $188,000 reflecting the issuance of stock in
connection with the exercise of stock options, as well as the Company's employee
stock purchase plan.

      In August 1998 the Company amended its revolving line of credit with a
bank. The amended line of credit provides for maximum borrowings of $1,500,000
through August 2, 1999. The line of credit bears interest at the bank's prime
rate. The Company currently has no borrowings under the line of credit.

      The Company believes that cash generated from operations, together with
existing cash, 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:

        None

Item 2. Changes in Securities:

        None

Item 3. Defaults on Senior Securities:

        Not Applicable

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

        The Annual Meeting of the Company's Stockholders was held on May 7,
1998 in Boulder, Colorado for the following purposes:

a)    To approve amendments to the Company's 1996 Equity Incentive Plan to
      increase the aggregate number of shares of Common Stock authorized
      thereunder from 1,000,000 to 1,125,000 and to permit the Company under
      Section 162(m) of the Internal Revenue Code to continue to be able to
      deduct as a business expense certain compensation attributable to the
      exercise of stock options. The following votes were cast by the Company's
      stockholders with respect to the amendment to the Equity Incentive Plan:

<TABLE>
<CAPTION>
      Shares Voted For     Shares Voted Against      Shares Voted Withheld      Abstentions      Broker Non-Votes
      ----------------     --------------------      ---------------------      -----------      ----------------
      <S>                  <C>                       <C>                        <C>              <C>
          4,414,734               52,093                       0                  22,050                 0
</TABLE>

      The foregoing votes resulted in the adoption of such proposal.

(b)   To approve an amendment to the Company's Employee Stock Purchase Plan to
      increase the aggregate number of shares of Common Stock authorized for
      issuance thereunder from 100,000 to 175,000. The following votes were cast
      by the Company's stockholders with respect to the amendment to the
      Employee Stock Purchase Plan.

<TABLE>
<CAPTION>
      Shares Voted For     Shares Voted Against      Shares Voted Withheld      Abstentions      Broker Non-Votes
      ----------------     --------------------      ---------------------      -----------      ----------------
      <S>                  <C>                       <C>                        <C>              <C>
          4,442,627               25,050                       0                  21,200                 0
</TABLE>

      The foregoing votes resulted in the adoption of such proposal.

(c)   To ratify the selection of KPMG Peat Marwick LLP as the Company's
      independent auditors for the fiscal year ending December 31, 1998. 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>
          4,461,802               5,675                        0                  21,400                 0
</TABLE>

      The foregoing votes resulted in the adoption of such proposal.

Item 5. Other Information:

        None

Item 6.  Exhibits and Reports on Form 8-K:

         a)    Exhibits

                 10.30   Amendment to Loan and Security Agreement between
                         the Registrant and Silicon Valley Bank, dated as of
                         August 15, 1995, as amended.
 
                 27      Financial Data Schedule

         b)    Reports on Form 8-K None

               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 14, 1998                       /s/ R. BRUCE MORGAN
     ---------------                       ------------------------------------
                                           R. Bruce Morgan
                                           President, Chief Operating Officer,
                                           and Director (Principal Financial
                                           and Accounting Officer)


                                       12
<PAGE>   13
                                 EXHIBIT INDEX


    Exhibits

      10.30    Amendment to Loan and Security Agreement between the Registrant
               and Silicon Valley Bank, dated as of August 15, 1995, as amended.
 
      27       Financial Data Schedule