<PAGE>   1
================================================================================





                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB
                      ANNUAL REPORT PURSUANT TO SECTION 13
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended                  
September 30, 1997                             Commission File No. 0-11336

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

                                  CIPRICO INC.
                 (Name of Small Business Issuer in its Charter)

          DELAWARE                                                  41-1749708
(State or Other Jurisdiction of                               (I.R.S. Employer
Incorporation or Organization)                             Identification No.)

                               2800 CAMPUS DRIVE
                           PLYMOUTH, MINNESOTA 55441
              (Address of Principal Executive Offices) (Zip Code)

                           Issuer's Telephone Number,
                      Including Area Code:  (612) 551-4000

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

         Securities registered under Section 12(b) of the Exchange Act:
                                      None

         Securities registered under Section 12(g) of the Exchange Act:
                                  Common Stock

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

   Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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 requirement for the past 90 days.  
Yes   X    No
    -----    -----

   Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B contained herein, and no disclosure will be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB.  [  ]

   The Registrant's revenues for the fiscal year ended September 30, 1997 were
$36,389,678.

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

   The aggregate market value of the Common Stock held by nonaffiliates of the
Registrant as of December 11, 1997 was approximately $41,898,000 (based upon
the last sale price of the Registrant's Common Stock on such date).

   Shares of Common Stock outstanding at December 11, 1997:  5,145,060 shares.

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

                      DOCUMENTS INCORPORATED BY REFERENCE

   Portions of the Registrant's Proxy Statement for the 1998 Annual Meeting of
Shareholders are incorporated herein by reference in Part III, as indicated.

Transitional Small Business Disclosure Format (check one):  Yes  X    No
                                                               -----     -----


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



<PAGE>   2




                                     PART I



ITEM 1.  DESCRIPTION OF BUSINESS

GENERAL DEVELOPMENT OF BUSINESS

         Ciprico Inc. and its subsidiaries (Ciprico, Company, Registrant)
design, manufacture, market and service RAID disk arrays and SCSI controllers
for the domestic and international visual computing markets.  The Company's
products are compatible with industry standard architectures enabling users to
interface with the primary open architecture computing platforms found in the
visual computing market designed by Silicon Graphics, Inc. ("Silicon
Graphics"), Sun Microsystems, Inc., Hewlett-Packard Company, IBM Corporation
and Apple Computer, Inc.  The Company is ISO 9001 certified, an international
quality standard.

         The Company was incorporated under the name Computer Products
Corporation in February 1978 and changed its name to Ciprico Inc. in May 1983.
Until September 1980, substantially all of the Company's revenues were
generated from engineering consulting services provided to manufacturers and
end users of computer systems.  The Company began development of its controller
based products in January 1980 and shipped its first controller product in
September of the same year.  The controller board products are becoming a
smaller portion of the Company's business as it focuses on its disk array
markets.

         In late 1990 the Company introduced for sale its first RAID-3 disk
array subsystem which allowed five disk drives to function as one large drive
to the computer.  In 1991, the Company introduced the NetArray(TM) product,
which is comprised of a disk array, SCSI controller and special utilities for
the Novell network market.  This product has been discontinued.  In 1992, the
Company developed its 6700 Series disk array allowing up to nine drives for
storage and utilizing the latest disk drive technology.

         The Company's disk arrays are designed to meet the demanding data
transfer rate, storage capacity and data redundancy needs of the visual
computing market.  Visual computing refers to the digital representation and
complex image processing of film, video, graphics, photographs, animation,
special effects, three dimensional images and other images.  Like many other
computer applications, the trend in visual computing is toward random access,
digital data storage and away from traditional analog tape storage or film
methods.  The Company's targeted market segments are entertainment, satellite
telemetry, oil and gas exploration, medical imaging and digital prepress.  The
Company now offers several series of RAID-3 disk arrays.  Since 1990, Ciprico
has focused on designing leading edge, high performance disk arrays
specifically for use in the Company's targeted market segments, delivering high
quality service through extensive customer training and support programs, and
building a sales organization capable of supporting increased demand for the
Company's products.

         Statements in this Form 10-KSB that are forward-looking involve risks
and uncertainties.  The Company's actual results could differ materially from
those expressed in any forward-looking





                                     - 1 -


<PAGE>   3





statements.  For a discussion of these risks and uncertainties, see
"Management's Discussion and Analysis--Forward-Looking Information." 

NARRATIVE DESCRIPTION OF BUSINESS

(1)      PRODUCTS AND SERVICES.

         PRODUCTS.

         The Company's product line consists mainly of disk arrays, with a
smaller segment of sales made for controllers.  Both product lines carry the
common theme of providing the highest levels of performance while maintaining
connectivity by adopting industry standards.

         The Company introduced its first generation RAID-3 disk array product
in 1990.  Over the next seven years, Ciprico introduced several new disk array
products to meet the changing needs of its customers.  The Company announced
its newest product, the 7000 Fibre Channel Series disk array, in April 1996 and
commenced shipments of this product in the fall of 1996.  Ciprico now offers
customers a choice of several different series of disk arrays depending on
their needs.  Prices for the Company's disk arrays generally range from $14,750
to $95,000 per disk array depending on the features selected by the customer.
Applications may require one or several disk arrays.

         The Company designs, develops and manufactures all of its disk array
products to operate within industry standards and at peak performance levels.
The controller board, internal packaging, component integration and cabinet
design are all results of Ciprico's engineering expertise.  Disk drives and
power supplies are mounted on easily removable shuttles which make swap outs
simple.

         6500 Series.  One of the Company's newest product introductions is the
6500 Series of disk arrays, targeted at entry-level or low-cost application
environments.  The 6500 Series offers 40 MB per second transfer rate and allows
users to swap disk drives without losing data or performance.  The disk arrays
are available in an 8 + 1 configuration and have storage capacities ranging
from 51 to 67 GB.  The 6500 Series can be striped or daisy-chained together for
additional capacity.

         6700 Series.  The Company's 6700 Series disk arrays offer customers a
transfer rate of 20 MB per second.  These disk arrays are compatible with
SCSI-2 (an industry standard protocol that allows peripheral equipment to
connect with the host computer).  Storage capacity on the Company's disk arrays
is limited only by the capacity of the disk drives themselves.  With a
continual program of disk drive qualification, the highest performing and
highest quality disk drives are offered with the disk array.  The 6700 Series
disk arrays consist of five or nine drives and currently have storage
capacities of 36 GB to 72 GB.  Ciprico's 6700 Series disk arrays offer several
redundancy features, including hot swap drives, which allow replacement of a
failed disk drive without any interruption in performance while the failed disk
drive is being replaced at the convenience of the user.  Hot swap power
supplies are available to prevent interruption due to power supply failure.





                                     - 2 -


<PAGE>   4





         6900 Series.  Ciprico's 6900 Series disk arrays use a new version of
the SCSI peripheral interface standard, known as UltraSCSI, double-speed or
Fast-20.  While maintaining compatibility with SCSI-2, the UltraSCSI interface
offers a transfer rate of 40 MBs per second.  Before the introduction of
UltraSCSI, multiple disk arrays had to be striped together to increase transfer
rates.  With one 6900 Series UltraSCSI disk array, a user can retrieve 24-bit
color, uncompressed video images at a real-time speed of 30 frames per second.
The Company's 6900 Series offers customers eight data drives plus one redundant
drive, which together provide a storage capacity of 36 GB to 144 GB.  The 6900
Series also includes several redundancy features, including hot swap drives and
power supplies.

         7000 Fibre Channel Series.  In April 1996, Ciprico announced its
newest RAID disk array, the 7000 Series, the industry's first disk array to
offer a host interface compatible with full speed Fibre Channel, the fastest
interface currently available.  The 7000 Series offers a transfer rate of 100
MB per second.  This disk array is capable of transferring uncompressed video
images in a real-time to preserve quality, or simultaneously transferring
several dozen streams of compressed video images.

         Ciprico qualifies its 7000 Series disk arrays with popular host
adapters for standard platforms to preserve compatibility with its customer's
systems.  As new computer platforms are introduced specifically for Fibre
Channel, the Company intends to integrate the 7000 Series with platforms that
deliver the highest performance possible to take advantage of full speed Fibre
Channel which can offer maximum interface transfer rates of up to 100 MB per
second.  The 7000 Series is based on SCSI drive technology and consists of nine
Fast/Wide SCSI drives, each connected to a dedicated channel.  The storage
capacities supported by the 7000 Series disk arrays range from 72 GB to 144 GB.
The total system storage capacity can grow to a terabyte with only fifteen
arrays and a single host connection.  The 7000 Series has hot swap disk drives,
power supplies and fans.

         Spectra Series.  Ciprico has developed, in cooperation with Silicon
Graphics, the Spectra Series to work with Silicon Graphics platforms.  The
6500, 6700, 6900 and 7000 Series of disk arrays may all be ordered as a Spectra
package.  Included in the Spectra package is a Ciprico disk array, an adapter
for certain models, and a set of software utilities.  These graphical user
interface-based utilities were written by Ciprico to facilitate the
installation and use of a Ciprico disk array with a Silicon Graphics platform.
Spectra disk arrays have received Silicon Graphics' "Gold Seal Approval," which
signifies that the products have successfully undergone extensive testing by
Silicon Graphics.

         Halo Series.  Ciprico has developed the Halo Series to work with Sun
Microsystems UltraSPARC product line.  Currently, only the 7000 Series disk
array may be ordered as a Halo package, with other disk arrays to be offered as
market needs arise.  Included in the Halo package is a Ciprico 7000 disk array,
the Fibre Channel adapter card, inter-connect cables, and an extensive
GUI-based set of software utilities for easy configuration and monitoring of
disk array performance.

         New Products.  Ciprico recently announced two new products.  The RAID
Recorder combines Ciprico's software and disk array into a product to bundle
with an SGI platform and other





                                     - 3 -


<PAGE>   5




editing equipment for sale to post production and video editors.  This product
offers greater flexibility, speed and a lower cost of operation than the
traditional digital disk recorder.  Ciprico also offers the ValueLine (VL)
Series of disk arrays for customers with applications that are capacity
intensive such as oil/gas exploration and digital prepress.  This product
provides scaleable capacities for flexibility in configuration, with the
redundancy of RAID-3.

         Controllers.  Prior to 1994, the Company's sales were largely
attributed to controller boards, peripheral input/output connectors for tape
and disk drives.  In the early 1990s, as the controller market weakened, the
Company transitioned its focus to the RAID-3 disk array markets.  While the
Company continues to sell controller boards, it expects such sales to represent
a decreasing percentage of net sales.

         SERVICES.

         Ciprico offers several training and service programs including the
Advantage Support Program and the Safety Net Spares Program.  The Advantage
Support Program allows the customer to choose which spares it will rent for its
disk array support.  This program also offers training for service technicians,
priority telephone support and parts repair and updates at no additional
charge.

         With the Safety Net Spares Program, critical spare parts are located
at the customer's site on a consignment basis, while other spare parts are
available upon request with next-day delivery.  Under this program, the
customer's technicians are provided with training, a training manual, service
guide and a software diagnostic application.  Telephone support specialists are
also available through the Company's toll-free help line, which has a 99%
attainment record of customers reaching a technical support specialist on the
first call.  International customers have critical and non-critical spare parts
on location.

         The Company also provides a return-to-factory parts and labor warranty
against defects in materials and workmanship covering a period of one year from
the date of shipment to customers.  Extended warranty and maintenance services
are also offered to customers as the primary warranty expires.  All repair work
for the Company's products is presently done at the Company's Plymouth,
Minnesota, manufacturing facility.


(2)      MARKETING AND DISTRIBUTION.

         MARKETS.

         The Company's market focus is visual computing applications.  Within
the visual computing market, the Company focuses on entertainment, satellite
telemetry, oil and gas exploration, medical imaging and digital prepress market
segments.  Each of these market segments requires the high data transfer rate
performance, large storage capacity and redundancy provided by the Company's
RAID-3 disk arrays.

         Entertainment.  The entertainment market segment includes companies
that create, edit, manipulate and broadcast images, in real-time playback,
using digital technology instead of film





                                     - 4 -


<PAGE>   6





and video tape.  This industry includes movie studios, post-production houses,
video production facilities, hotels, and in-flight entertainment.  Applications
within this market include 3D animation, special effects, film restoration,
editing and broadcasting.

         Film/video production requires extremely high image resolution because
the final image will be enlarged many times when it is displayed on a movie
screen.  Broadcast and video services applications require very high bandwidth
to supply many simultaneous video streams to multiple users and there can be no
interruptions in service, which cause dead air time.  In the hospitality
industry, applications include movies-on- demand and in-flight entertainment
systems.  Ciprico's disk array systems are the first to offer a single disk
array that achieves smooth motion, or real-time video transfer rates for
creation, editing and viewing images.

         Satellite Telemetry.  The satellite telemetry market segment consists
of companies and government organizations that capture and extract images from
satellites and transfer them to groundstations for processing.  This market
segment has three primary applications where Ciprico disk arrays are best
suited:  data capture, image processing and extraction, and mission planning.
Data capture is the process of collecting the images that are transmitted from
a satellite passing overhead to a groundstation located on earth.  The
groundstation must be capable of reading these transmitted images very fast and
be ready to receive them during the small window of opportunity when the
satellite is in position to transmit.  In the image processing and extraction
application, the images that are gathered at the groundstation are bundled into
data sets. The data sets, which can be hundreds of GBs thus requiring massive
storage, are then sold or supplied to the end users for analyzing the data.  In
the mission planning application, imagery data is used to select strategic
targets and rehearse a mission by viewing a 3D battlefield map and monitor
enemy troop and equipment movements.

         Ciprico's disk arrays deliver high performance transfer rates,
typically real-time, that are required by users in the satellite telemetry
market segment.

         Oil and Gas Exploration.  The oil and gas exploration market segment
is comprised mainly of the major oil and gas exploration companies.  This
market segment has undergone dramatic changes in recent years with the
introduction of 3D and 4D (motion) technology.  Seismic data is typically
generated by detonating an explosive charge, sending shock vibrations beneath
the earth's surface, which reflect off underground geological formations.  The
seismic data, which can be measured in terabytes (1,000 GB), is recorded,
processed to about one-tenth of its original data size and stored digitally.
The processing and interpretation of the seismic data may take days or even
weeks, during which time a Ciprico disk array's redundancy features are
critical should a disk drive or power supply fail.  By using high performance
workstations and disk arrays, the seismic information can be displayed through
3D images representing underground geological formations, enabling the
exploration company to locate oil fields and determine optimal drilling sites.

         Medical Imaging.  The medical imaging market segment includes medical
equipment manufacturers and integrators who develop systems that collect and
interpret medical images.  The two primary medical imaging application
environments in which Ciprico disk arrays operate best are image acquisition
and image storage and transmission.  A magnetic resonance imaging ("MRI"),
computed tomography ("CT") or ultrasound examination is conducted on a patient
in a





                                     - 5 -




<PAGE>   7




radiology lab.  The resulting image acquired is stored digitally.  Image
storage and transmission applications, such as picture archive and
communications systems ("PACs") and teleradiology, are essentially networks of
medical images.  The digital image that is acquired in the radiology laboratory
is stored in a central archive and must be rapidly retrieved and displayed at
viewing stations throughout the hospital or clinic.

         The redundancy features of the Company's disk arrays also ensure that
examination images are not lost due to drive failure.

         Digital Prepress.  The digital prepress market segment consists of
companies such as computer-to-plate or direct-to-press manufacturers that
utilize disk arrays to optimize performance.  Digital technology eliminates the
material costs of photographic film, increases the quality and accuracy of
image reproduction, and provides the printer with tools for quick turnaround.
Examples of prepress applications include desktop publishing and page layout,
photo-retouch, large workgroup servers and production management software,
computer-to-plate devices, and digital presses.  Computer-based prepress
applications create image sizes up to 200 MB for a single page of printed
material.  As the printing industry endorses digital technology to reduce cost,
improve flexibility and shorten production schedules, new opportunities are
developing within the prepress market.  RAID-based disk storage provides many
features and benefits for improving the capabilities of digital prepress
applications.

         DISTRIBUTION.

         The Company's strategy is one of application selling into the
Company's identified segments of the visual computing market.  This strategy
requires that the Company's marketing and sales personnel have an in-depth
knowledge of the various imaging applications and related data storage
requirements of end users in the various segments.  Based upon such
understanding, the Company's product managers are responsible for developing a
comprehensive marketing plan tailored to the needs of each market segment,
including brochures, trade shows, advertising and direct mail.  In addition,
the Company relies on its experienced application engineers to support the
Company's marketing and sales efforts.

         As part of the Company's marketing and sales strategy, the Company
enters into relationships with companies that could play an important role in
the successful marketing of the Company's products.  For example, the Company
has developed a strong relationship with Silicon Graphics, a leading
manufacturer of computer platforms in the visual computing market.  The Company
has also developed a distribution relationship with Access Graphics, a premier
Value-added UNIX distributor.  Access has a large reseller channel that
supports Ciprico's market segments for Unix platforms, including SGI and Sun.

         Typically, the Company's disk arrays are sold to OEMs for inclusion in
their own computer systems and to systems integrators and VARs who in turn sell
the disk arrays to end users.  The initial sales process is complex, requiring
interaction with several layers of the customer's organization and extensive
technical exchanges, product demonstrations and commercial negotiations.  As a
result, the Company's typical sales cycle is three to nine months.





                                     - 6 -



<PAGE>   8




         The Company's products are sold through a combination of direct sales
people, value-added distribution and resellers.  Ciprico's direct sales
organization is primarily responsible for "demand creation" activities and
distribution management.  This enables the Company to establish strong direct
ties with its customers, resellers and end users.  The Company's North American
sales locations are in Plymouth, Minnesota; Raleigh, North Carolina; Bedford,
New Hampshire; Houston, Texas; Seattle, Washington and several locations in
California.  The Company has international sales and service offices in
Newbury, England and in Singapore.

(3)      STATUS OF NEW PRODUCTS.

         See item (10) below.

(4)      COMPETITION.

         The market for all levels of RAID disk arrays is highly competitive.
The Company competes with other disk array manufacturers, with manufacturers of
proprietary integrated computer systems and with systems integrators that
market computer systems which contain general purpose RAID disk arrays.  Such
competitors often offer systems at lower prices than those offered by the
Company and the Company must compete on the basis of product performance in
specific applications.  Many of these competitors have greater financial,
manufacturing and marketing resources than those of the Company.

         The Company's ability to compete successfully depends upon its ability
to continue to develop high performance products that obtain market acceptance
and can be sold at increasingly competitive prices.  Although the Company
believes that its RAID-3 disk array products have certain competitive
advantages, there can be no assurance that the Company will be able to compete
successfully in the future or that other companies may not develop products
with greater performance and thus reduce the demand for the Company's products,
or that the Company may encounter increased price competition for such products
which could materially and adversely affect the Company's operating results.
Also, the Company's OEM customers and other manufacturers could develop their
own disk arrays or could integrate competitive RAID disk arrays into their
systems rather than the Company's products, which could materially and
adversely affect the Company's operating results.

(5)      SOURCES AND AVAILABILITY OF RAW MATERIALS.

         The Company's controller products are comprised of a printed circuit
board made up of various integrated circuits and miscellaneous electronic
components.  Many of the components are industry standard parts and readily
available from many suppliers at competitive prices.  The board assemblies are
purchased from an ISO 9000, independent board assembly firm which manufactures
the assemblies to the Company's specifications.  The completed board assembly
is received at the Company's plant where it is subject to burn-in and test
procedures to insure product performance, reliability and quality.

         The disk array is comprised mainly of a controller, metal cabinet,
disk drives, power supply and other miscellaneous parts.  The metal enclosure
and power supply are specified to the





                                     - 7 -



<PAGE>   9




Company's needs, but alternative sources for the components are available. The
Company has strategic partners with which it works closely to fill these needs.
The principal suppliers are Anthem Electronics, Manufacturing Services Limited
and Fabrico Inc.

         The Company depends heavily on its suppliers to provide high quality
materials on a timely basis and at reasonable prices.  Although many of the
components for the Company's products are available from numerous sources at
competitive prices, certain of the disk drives used in its products are
presently purchased by the Company from a single source.  Furthermore, because
of increased industry demand for many of those components, their manufacturers
may, from time to time, not be able to make delivery on orders on a timely
basis.  In addition, manufacturers of components on which the Company relies
may choose, for numerous reasons, not to continue to make those components, or
the next generation of those components, available to the Company.

         The Company has no long-term supply contracts.  There can be no
assurance that the Company will be able to obtain, on a timely basis, all of
the components it requires.  If the Company cannot obtain essential components
as required, the Company could be unable to meet demand for its products,
thereby materially adversely affecting its operating results and allowing
competitors to gain market share.  In addition, scarcity of such components
could result in cost increases and adversely affect the Company's operating
results.

         Assembly operations for the Company are ISO 9001 certified, located in
Plymouth, Minnesota and are typical of the electronics industry with no unusual
methods or equipment required.  The sophisticated nature of the Company's
products does, however, require extensive testing by skilled personnel.  The
Company utilizes specialized testing equipment and maintains an internal test
engineering group to provide this product support.

(6)      CUSTOMER DEPENDENCE.

         The Company's products are sold to a broad base of customers.  For the
year ended September 30, 1997, sales to a department of the U.S.  Navy
represented 10% of net sales.  For the year ended September 30, 1996, sales to
Sony Trading International and Sony Pictures Imageworks combined, totaled 18%
of net sales, while sales to Avid Technology totaled 11% of net sales.  For the
year ended September 30, 1995, no one customer accounted for 10% or more of net
sales.

(7)      PATENTS AND TRADEMARKS.

         The Company has no patents, and does not consider ownership of patents
to be material to its business.  The Company believes that the rapidly changing
technology in the computer industry makes the Company's future success
dependent more on the technical competence and creative skills of its personnel
than on any patents it may be able to obtain.  However, protection of the
Company's proprietary hardware, firmware and software is very important to the
Company.  It relies upon trade secrecy and confidentiality agreements with its
employees and customers, rather than on patent or copyright protection, to
preserve its intellectual property rights in this material.  The Company has
obtained federal registrations for the trademarks Ciprico(TM), Tapemaster(TM),
Rimfire(TM), Quartermaster(TM), Net Array(TM) and Spectra 6000(TM) and has a
registration outstanding for the mark HALO.





                                     - 8 -



<PAGE>   10





(8)      GOVERNMENT APPROVALS.

         The Company is not required to obtain government approval of its
products.

(9)      EFFECT OF GOVERNMENT REGULATIONS.

         The Company does not believe that any existing or proposed
governmental regulations will have a material effect on its business.

(10)     RESEARCH AND NEW PRODUCT DEVELOPMENT.

         The Company operates in an industry which is subject to rapid
technological change.  Its goals in research and development are to develop
leading edge products that adhere to industry standards.  The Company's ability
to achieve this goal is largely dependent upon its ability to anticipate and
respond to change.  The Company uses engineering design teams that work
cross-functionally with marketing managers, application engineers and customers
to develop products and product enhancements.  Computer input/output interface
standards are maintained and an extensive disk drive qualification program is
in place to monitor off-the-shelf disk drives to ensure the quality and
performance of the disk drives integrated into the Company's disk arrays.  As
part of its development strategy, the Company actively seeks available,
cooperative and co-development activities with industry leaders in the
hardware, software and systems businesses, such as Silicon Graphics.

         Ciprico's research and development efforts have been successful as
demonstrated by such accomplishments as offering the first RAID-3 disk array to
achieve real-time playback of uncompressed video, and the first and only RAID-3
provider to receive Silicon Graphics' "Gold Seal Approval."  In April 1996, the
Company announced its newest product, which utilizes the new Fibre Channel
interface.  The Company has invested significant resources in the development
of its Fibre Channel disk array and is the first manufacturer to introduce a
disk array integrating this new interface.  The Company began shipments of this
new Fibre Channel product in the fall of 1996.  The Company is one of 60
companies that are members of the Fibre Channel Association, which is committed
to providing connectivity to standard computing platforms.

         Research and Development expenses in fiscal 1997 and 1996 were
$3,172,000 and $2,423,000, respectively.  All of the Company's research and
development expenditures are expensed as incurred.  At November 30, 1997, the
Company had 29 full-time employees engaged in research and development
activities, 27 of whom are engineers.

         The Company does not have significant firm orders for its development
stage products.  There is no assurance that any of the Company's development
programs will be completed or that the resulting products, if any, will be
marketed successfully.





                                     - 9 -



<PAGE>   11




(11)     ENVIRONMENTAL REGULATION.

         Compliance by the Company with present federal, state and local
provisions regulating the discharge of material into the environment, or
otherwise relating to the protection of the environment, has not had and is not
expected to have any material effect upon the capital expenditures, earnings or
competitive position of the Company.

(12)     EMPLOYEES.

         At November 30, 1997, the Company had 121 full-time employees, of
which 20 were engaged in manufacturing, 29 in engineering and research and
development, 51 in sales, sales support and marketing and 21 in general
management and administration.  None of the Company's employees are represented
by a labor union.  The Company has experienced no work stoppages and believes
that its employee relations are good.

         Management believes that the future success of the Company will depend
in part on its ability to attract and retain qualified technical, management
and marketing personnel.  Such experienced personnel are in great demand, and
the Company must compete for their services with other firms which may be able
to offer more favorable benefits.

ITEM 2.  DESCRIPTION OF PROPERTY

         The Company's administrative headquarters, manufacturing and research
and development operations are located in one building in Plymouth, Minnesota,
totaling approximately 32,000 square feet.  The lease for this space expires in
October 2002.  The Company believes that its existing facilities and equipment
are well maintained and in good operating condition.  The Company owns most of
the equipment used in its operations.  Such equipment consists primarily of
manufacturing and test equipment, tools, fixtures and computer hardware and
software.  Management believes that all major computer applications which are
critical to the Company's operations are century compliant.

ITEM 3.  LEGAL PROCEEDINGS

         The Company is not a party to nor is any of its property subject to
any material pending legal proceedings, nor are any material legal proceedings
known to be contemplated by governmental authorities or others.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         No matter was submitted to a vote of security holders through the
solicitation of proxies or otherwise during the fourth quarter of the Company's
fiscal year.





                                     - 10 -



<PAGE>   12
                                    PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Stock Trading

Ciprico  common stock is traded on the NASDAQ  National  Market System
under the symbol CPCI. As of November 28, 1997, there were approximately 3,695
shareholder accounts  of  record.  Closing  stock  sale  price  ranges  for the
years  ended September 30, 1997 and 1996, were:

<TABLE>
<CAPTION>

Quarter                          1997 High    1997 Low      1996 High      1996 Low
---------------------------------------------------------------------------------------
<S>                             <C>           <C>           <C>           <C>
First ..................        $   20.50     $   12.50     $   12.08     $    5.83
Second .................            15.13         11.00         15.83         10.67
Third ..................            16.75         11.38         28.50         12.88
Fourth .................            18.38         13.75         20.25         11.75
</TABLE>


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

MANAGEMENT'S DISCUSSION AND ANALYSIS
Ciprico Inc. and Subsidiaries

RESULTS OF OPERATIONS 

NET SALES:

Net sales  increased by $9.0  million,  or 33% in 1997 from 1996  compared to an
increase  of $11.4  million  or 72% in 1996  from  1995.  In 1997,  the  Company
continued to penetrate  the visual  computing  markets with its offerings of new
products.  The entertainment market (film/video and broadcasting)  accounted for
43% of net sales in 1997 compared to 61% in 1996 and 42% in 1995. The satellite/
telemetry market grew to 34% of net sales in 1997 compared to 13% in 1996 and 
18% in 1995. New product sales accounted for 43% of net sales in 1997 with 
shipments of the industry's first Fibre Channel and ATA disk array products.  
The Company believes its ability to provide new products and develop  
partnerships were key contributing factors to the sales growth.

In 1997,  one customer in the  satellite/telemetry  market,  a department of the
U.S. Navy, made up 10% of net sales.  In 1996, two significant  customers in the
entertainment  market  made  up 29% of net  sales.  Sony  Trading  International
combined with Sony Pictures made up 18% of net sales, while Avid Technology made
up 11% of net sales.  Net sales were very diverse in 1995  resulting in no major
customers accounting for a significant portion of sales.

Export sales declined in 1997 to 21% of net sales compared to 36% and 35% of net
sales in 1996  and 1995  respectively.  Sales in Japan  were  lower at 7% of net
sales in 1997 compared to 20% in 1996 and 14% in 1995. This reduction was due to
an expected reduction in sales to Sony Trading International.

COST OF SALES AND GROSS PROFIT:
Gross  profit  increased  to $17.3  million,  and was 48% of net  sales in 1997,
compared  to  $13.0  and  $7.5  million,  or 48%  and  47%  in  1996  and  1995,
respectively.  The  Company is able to  maintain  its gross  profit  percentages
through selling  leading-edge  technology  products,  providing  strong customer
support and effective cost controls.

In 1996,  the Company  completed  an  expansion  of its  manufacturing  space to
improve production  capacity and efficiencies.  The Company continues to believe
in strong vendor relations to aid in component availability and cost reductions.
The Company  anticipates 1998 gross profit,  as a percent of net sales, to range
in the mid to upper forty percent of net sales.

SALES AND MARKETING EXPENSES:
Sales and  marketing  expenses  totaled $7.0 million or 19% of net sales in 1997
compared to $5.4 million or 20% of net sales in 1996, and $4.1 million or 26% of
net sales in 1995.  The major  components  of the increase in 1997 were $784,000
related to compensation costs associated with additional  personnel and $670,000
related to  increased  promotion  expenses.  Sales and  marketing  expenses  are
expected to increase in actual  dollars in 1998 in line with expected  growth in
sales, but decrease as a percent of net sales.

GENERAL AND ADMINISTRATIVE EXPENSES:
General and administrative expenses were $2.7 million or 7% of net sales in 1997
compared  to $2.2 and $1.4  million or 8% and 9% of net sales for 1996 and 1995,
respectively.  Spending  increased in 1997 due to increased  personnel  costs to
support Company growth. The Company expects general and administrative  expenses
to increase in 1998 in line with expected  growth in sales,  but remain constant
as a percent of net sales.

RESEARCH AND DEVELOPMENT EXPENSES:
Research and development  expenses in 1997 were $3.2 million or 9% of net sales,
compared to $2.4  million and $1.8  million,  or 9% and 11% of net sales in 1996
and  1995,  respectively.  The major  components  of the  increase  in 1997 were
$443,000 related to compensation costs associated with additional  personnel and
$177,000  related to  depreciation  expenses  for test  equipment.  The  Company
expects research and development expenses in 1998 to increase due to new product
development  planned  for  future  disk array  products  and  computer  platform
connectivity.

OTHER INCOME:
Other income  increased by $1.0 million in 1997.  Interest and dividend  income,
the largest component,  increased due to higher average cash balances associated
with the proceeds from the stock offering in May,  1996.  Royalty income is from
the usage of an older discontinued technology.

INCOME TAX EXPENSE:
Income tax expense for 1997,  1996 and 1995 is  described  in footnote 2. of the
consolidated financial statements.


<PAGE>   13
NET EARNINGS:
Net earnings  increased in 1997 to $4.2 million compared to $3.4 million in 1996
and  $396,000 in 1995.  The 1997 and 1996  increases  were due to the  increased
sales levels, lower expenses as a percent of net sales, and interest income.

LIQUIDITY AND CAPITAL RESOURCES:
Liquidity  is very  strong  with  cash  and  cash  equivalents  and  short  term
marketable  securities  totaling  $29.3  million at year-end,  compared to $27.3
million in 1996.  Liquidity increased $22.6 million in 1996 primarily due to net
proceeds of $30.8 million received from the sale of 1.5 million shares of common
stock. The Company also has $7.5 million invested in long term investments.  The
Company's  working  capital was $36.4  million at September 30, 1997 compared to
$29.8 million at September 30, 1996.

Cash flows from operating activities in 1997 were $2.1 million.  This result was
largely  attributed  to sources of cash from net  earnings  of $4.2  million and
non-cash  expenses for  depreciation  of $1.5  million.  Anticipated  growth for
fiscal year 1998 could create a use of cash to fund working capital needs.

Cash flows used in investing  activities  were mainly for the net  investment in
marketable  securities of $8.4 million and equipment  expenditures totaling $3.0
million.  Equipment  purchases increased $1.0 million over 1996 due to purchases
for product development  equipment,  production and test equipment and upgrading
of the  Company's  computer  systems.  Future  investments  for  equipment  will
increase  due  to  the  Company's  expansion  of  new  product  development  and
continuing computer systems upgrades.

Cash flows  from  financing  activities  were the  result of  proceeds  from the
issuance of common stock through the Company's stock option purchase plans.

During  the past  year,  the  Company  reviewed  several  potential  acquisition
situations.  The Company has not found a suitable  acquisition and will continue
to look for new technology opportunities.

Funding of future working  capital needs and equipment  purchases  could cause a
reduction in the cash balances in 1998. The Company  believes that current funds
and the funds from  operations  are  adequate  to  support  1998  operations  as
currently planned.

FORWARD-LOOKING INFORMATION:
The statements in this Annual Report that are forward-looking  involve risks and
uncertainties.  The Company's actual results could differ  materially from those
expressed  in  any  forward-looking  statements.  Certain  of  these  risks  and
uncertainties are discussed below.

The Company sells its products into five visual computing vertical markets which
include: entertainment (film/video and broadcast), oil/gas exploration,  digital
prepress,  medical imaging, and  satellite/telemetry.  Continued growth in these
markets, especially the entertainment market, is essential to Company growth.

Gross margins on product sales are highly  dependent on the cost of disk drives.
There is no assurance  the Company can sustain the current  gross margin  levels
given the  potential  for price  fluctuations  and product  availability  of new
generation disk drives.

Component parts for the Company's  products have been on allocation from time to
time from its  suppliers,  which means parts could  become  difficult to obtain,
thus having an adverse effect on the Company's results of operation.

The Company operates on very little backlog which means its results from quarter
to quarter are very hard to project and may  fluctuate.  A large  percentage  of
total quarterly sales may occur in the last month and weeks of a quarter.

The  Company's  products  are  characterized  by  rapidly  changing  technology,
evolving industry standards and relatively short product life cycles.  Delays in
product enhancements and developments, failures to gain market acceptance of new
or enhanced  products,  or emergence of new products or  technologies by others,
would have an adverse effect on the Company's business and results of operation.


<PAGE>   14
ITEM 7. FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS
Ciprico Inc. and Subsidiaries
-------------------------------------------------

<TABLE>
<CAPTION>
September 30,                                                    1997              1996
----------------------------------------------------------------------------------------
<S>                                                          <C>            <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents ...............................   $  4,512,411    $ 13,398,162
Marketable securities ...................................     24,806,985      13,871,013
Trade accounts receivable, less allowances of $391,000 in
         1997 and $335,000 in 1996 ......................      5,151,911       4,469,242
Income taxes receivable .................................        325,047               -
Inventories:
         Finished goods .................................      1,566,097         986,844
         Work-in-process ................................      1,162,379         496,412
         Raw materials ..................................      1,625,458       1,306,058
                                                            ----------------------------    
         Total inventories ..............................      4,353,934       2,789,314

Deferred income taxes ...................................        788,000         492,000
Other current assets ....................................        484,402         391,667
                                                            ----------------------------
         Total current assets ...........................     40,422,690      35,411,398

Property and equipment, at cost:
         Furniture and fixtures .........................        676,474         576,289
         Equipment ......................................      8,385,670       6,203,258
         Leasehold improvements .........................        267,035         267,035
                                                            ----------------------------
                                                               9,329,179       7,046,582
         Less accumulated depreciation and amortization .     (5,381,084)     (4,470,214)
                                                            ----------------------------
         Net property and equipment .....................      3,948,095       2,576,368

Marketable securities ...................................      7,482,838       9,987,843
Deferred income taxes ...................................        118,000               -
Other assets ............................................        133,659          13,291
                                                            ----------------------------
         Total assets ...................................   $ 52,105,282    $ 47,988,900
                                                            ============================

LIABILITIES AND SHAREHOLDERS' EQUITY 
CURRENT LIABILITIES:
Accounts payable ........................................   $  2,285,335    $  3,043,560
Accrued compensation ....................................        604,182         663,474
Warranty accrual ........................................        345,000         295,355
Income taxes payable ....................................         77,749         792,269
Other accrued expenses ..................................        215,133         249,535
Deferred revenue ........................................        520,337         517,692
                                                            ----------------------------
         Total current liabilities ......................      4,047,736       5,561,885

COMMITMENTS .............................................              -               -

SHAREHOLDERS' EQUITY:
Preferred stock, $.01 par value; 1,000,000 shares
         authorized; no shares issued and outstanding ...              -               -
Common stock, $.01 par value; 9,000,000
         shares authorized; issued and
         outstanding 5,130,484 shares in 1997 and
         5,011,390 shares in 1996 .......................         51,304          50,114
Additional paid-in capital ..............................     39,315,659      37,935,690
Retained earnings .......................................      8,690,583       4,441,211
                                                            ----------------------------
         Total shareholders' equity .....................     48,057,546      42,427,015
                                                            ----------------------------
         Total liabilities and shareholders' equity .....   $ 52,105,282    $ 47,988,900
                                                            ============================
</TABLE>

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


<PAGE>   15
CONSOLIDATED STATEMENTS OF EARNINGS
Ciprico Inc. and Subsidiaries

<TABLE>
<CAPTION>
Years ended September 30                                            1997          1996           1995
--------------------------------------------------------------------------------------------------------
<S>                                                              <C>           <C>           <C>
Net sales ....................................................   $36,389,678   $27,408,126   $15,966,203
Cost of sales ................................................    19,099,716    14,383,459     8,498,374
                                                                 ---------------------------------------        
Gross profit .................................................    17,289,962    13,024,667     7,467,829

Sales and marketing expenses .................................     6,976,680     5,405,226     4,129,493
General and administrative expenses ..........................     2,699,992     2,233,206     1,432,373
Research and development expenses ............................     3,171,918     2,423,190     1,799,547
                                                                 ---------------------------------------        
Earnings from operations .....................................     4,441,372     2,963,045       106,416

Other income:
     Interest and dividend income ............................     1,878,000       865,157       225,711
     Royalty income ..........................................       120,000       111,500        91,950
                                                                 ---------------------------------------        
                                                                   1,998,000       976,657       317,661
                                                                 ---------------------------------------        

Earnings before income taxes .................................     6,439,372     3,939,702       424,077
Income tax expense ...........................................     2,190,000       496,000        28,000
                                                                 ---------------------------------------        
NET EARNINGS .................................................   $ 4,249,372   $ 3,443,702   $   396,077
                                                                 =======================================        
NET EARNINGS PER COMMON SHARE ...............................   $       .79   $       .80   $       .12
                                                                 =======================================        
Weighted average number of common and common equivalent shares     5,395,687     4,325,672     3,394,079

</TABLE>
                                                                             

                                                                 
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                                            Unrealized     
                                                               Common Stock                  Gain on             
                                                              and additional                securities
                                                                 paid-in     Retained        available 
Years ended September 30, 1997, 1996 and 1995    Shares          capital     earnings        for sale      Total
-------------------------------------------------------------------------------------------------------------------
<S>                                           <C>           <C>             <C>           <C>           <C> 
Balance, September 30, 1994 .............      3,099,924    $  5,872,090    $  601,432    $      -      $ 6,473,522
                                                                                                          
Exercise of employee stock options ......        297,416         701,797             -           -          701,797
Restricted stock issued .................          1,579           5,002             -           -            5,002
Net earnings ............................              -               -       396,077           -          396,077
Compensation related to
         stock option exercises .........              -          59,466             -           -           59,466
Change in unrealized gain ...............              -               -             -      60,400           60,400  
                                             ----------------------------------------------------------------------
Balance, September 30, 1995 .............      3,398,919       6,638,355       997,509      60,400        7,696,264
                                                                                     

Exercise of employee stock options ......        110,353         297,447             -           -          297,447
Tax benefit related to options ..........              -         216,000             -           -          216,000
Proceeds from sale of common stock ......      1,500,000      30,776,922             -           -       30,776,922
Employee plan stock purchases ...........          2,176          27,744             -           -           27,744
Net earnings ............................              -               -     3,443,702           -        3,443,702
Compensation related to
         stock option exercises .........              -           30,117            -           -           30,117
Change in unrealized gain ...............              -                -            -     (60,400)         (60,400)
Fractional shares, related to 
         stock split.....................            (58)            (781)           -           -             (781)
                                             ----------------------------------------------------------------------
Balance, September 30, 1996 .............      5,011,390      37,985,804     4,441,211           -       42,427,015

Exercise of employee stock options ......        100,416         277,722             -           -          277,722
Tax benefit related to options ..........              -         776,000             -           -          776,000
Employee plan stock purchases ...........          8,678         126,916             -           -          126,916
Restricted stock issued .................         10,000         146,875             -           -          146,875
Net earnings ............................              -               -     4,249,372           -        4,249,372
Compensation related to
         stock option exercises .........              -          53,646             -           -           53,646
                                             ----------------------------------------------------------------------
Balance, September 30, 1997 .............      5,130,484    $ 39,366,963    $8,690,583    $      -      $48,057,546
                                             ======================================================================
</TABLE>


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

<PAGE>   16
CONSOLIDATED STATEMENTS OF CASH FLOWS
Ciprico Inc. and Subsidiaries

<TABLE>
<CAPTION>
Years ended September 30                                                        1997                    1996              1995
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>                  <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings ..........................................................         $ 4,249,372          $ 3,443,702       $ 396,077
Adjustments to reconcile net earnings to                                                                            
 net cash provided by operating activities:                                                                         
  Depreciation and amortization .......................................           1,486,216              840,942         712,477
  Provision for warranty expense ......................................             317,995              291,024          12,000
  Provision for bad debt expense ......................................              93,507              156,165          36,029
  Deferred income taxes ...............................................            (414,000)            (492,000)              -
  Other ...............................................................             135,910              (55,486)        (31,569)
  Compensation related to stock option exercises ......................              53,646               30,117          59,466
Changes in operating assets and liabilities:                                                                        
  Accounts receivable .................................................            (776,176)          (1,440,013)       (894,396)
  Income taxes receivable .............................................            (325,047)                   -               -
  Inventory ...........................................................          (1,564,620)          (1,439,967)       (434,194)
  Other current assets ................................................             (92,735)            (146,285)         46,500
  Accounts payable ....................................................            (758,225)             574,667         834,296
  Accrued expenses ....................................................            (362,044)             328,432         212,332
  Income taxes payable ................................................              61,480              931,815           3,463
  Deferred revenue ....................................................               2,645              428,144          33,346
                                                                               -------------------------------------------------
  NET CASH FLOWS PROVIDED BY
          OPERATING ACTIVITIES ........................................           2,107,924            3,451,257         985,827


CASH FLOWS FROM INVESTING ACTIVITIES:
Equipment purchases ...................................................          (3,034,761)          (1,997,378)       (682,616)
Proceeds from sale of equipment .......................................              40,908               16,055         146,145
Other assets, net .....................................................            (120,368)              (7,225)         (4,231)
Purchases of marketable securities ....................................         (46,315,602)         (23,858,856)              -
Proceeds from sale or maturity of marketable
  securities ..........................................................          37,884,635            1,267,506          97,422
                                                                               -------------------------------------------------
  NET CASH FLOWS USED IN
          INVESTING ACTIVITIES ........................................         (11,545,188)         (24,579,898)       (443,280)


CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock ................................             551,513           31,101,332         706,799
                                                                               -------------------------------------------------
  NET CASH FLOWS PROVIDED BY
          FINANCING ACTIVITIES ........................................             551,513           31,101,332         706,799
                                                                               -------------------------------------------------
NET INCREASE (DECREASE) IN CASH
 AND CASH EQUIVALENTS .................................................          (8,885,751)           9,972,691       1,249,346
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR ........................          13,398,162            3,425,471       2,176,125
                                                                               -------------------------------------------------
CASH AND CASH EQUIVALENTS AT
 END OF YEAR ..........................................................        $  4,512,411         $ 13,398,162    $  3,425,471
                                                                               =================================================
SUPPLEMENTAL DISCLOSURE OF                                                                                          
 CASH FLOW INFORMATION:                                                                                             
Cash paid during the year for income taxes ............................        $  2,866,968         $     55,544    $     24,537

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITY:
During  fiscal  1997 and 1996,  the Company  had tax  benefits  related to stock
option exercises of $776,000 and $216,000.
</TABLE>

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

<PAGE>   17
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Ciprico Inc. and Subsidiaries
-----------------------------------------------
September 30, 1997, 1996 and 1995

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BUSINESS:  The principal business activity of Ciprico Inc. and subsidiaries (the
Company)  is the  design,  manufacture,  marketing  and  service  of disk  array
solutions for use in high performance  computer systems for the visual computing
markets.  

CONSOLIDATION:  The  accompanying consolidated financial statements include the 
accounts of Ciprico Inc. and its wholly owned subsidiaries, Ciprico 
International Limited and Ciprico FSC, Inc. (a foreign sales corporation). 
All significant intercompany  balances  and  transactions  have  been 
eliminated.

ACCOUNTING ESTIMATES: In the preparation of the Company's consolidated
financial statements, management is required to make estimates and assumptions
that affect the reported  amounts  of assets  and  liabilities,  and related  
revenue  and expenses.  Actual results could differ from those estimates used 
by management.

REVENUE  RECOGNITION:  Revenue is recognized upon shipment of products.  Revenue
from  extended  warranty  and  maintenance   agreements  is  recognized  on  the
straight-line  basis over the term of the  agreement.  

PRODUCT  WARRANTY  COSTS: Estimated future warranty costs are provided at the 
time of revenue recognition.


RESEARCH AND DEVELOPMENT  COSTS:  Research and development  costs are charged to
expense as incurred  

ROYALTY  INCOME:  Royalties are recognized  when payment is received.  

CASH AND CASH  EQUIVALENTS:  The Company  considers all highly liquid temporary
investments  with  original  maturities of three months or less to be cash 
equivalents.  At September 30, 1997,  principally all of the Company's cash
and cash equivalents are invested in a money market fund. At September 30, 1996,
the company's  cash and cash  equivalents  were invested in a money market fund,
commercial paper and government agencies. 

MARKETABLE SECURITIES: The Company has invested its excess cash in  commercial 
paper and  government  agencies.  These investments are classified as  
held-to-maturity  given the Company's  intent and ability to hold the 
securities  to maturity and are carried at amortized  cost. Investments that 
have maturities of less than one year have been classified as current 
marketable securities.

At  September  30,  1997 and 1996,  amortized  cost  approximates  fair value of
held-to-maturity investments which consist of the following:

<TABLE>
<CAPTION>

                                                                              1997                      1996
--------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>                   <C>
Current marketable securities                                                                
         Commercial Paper ................................................  $14,813,715            $ 5,915,642
         U.S. Government Agencies ........................................    9,993,270              7,955,371
                                                                            ----------------------------------
                                                                             24,806,985             13,871,013
                                                                                             
Non-current marketable securities                                                            
         U.S. Government Agencies ........................................    7,482,838              9,987,843
                                                                            ----------------------------------
                                                                            $32,289,823            $23,858,856
                                                                            ==================================
</TABLE>

The non-current  held-to-maturity  securities at September 30, 1997 all mature 
in fiscal 1999.  Marketable  securities  at September  30, 1995 were  
classified as available-for-sale. Unrealized gains and losses on these 
securities are excluded from earnings and are reported as a separate  component 
of shareholders' equity.

INVENTORIES:  Inventories are stated at the lower of cost or replacement market.
Cost is determined using the first-in, first-out method. Inventory costs include
outside assembly charges,  allocated  manufacturing overhead and direct material
costs.  

PROPERTY AND EQUIPMENT:  Property and equipment is carried at cost, less
accumulated  depreciation and  amortization.  Depreciation is provided using the
straight line method over estimated  useful lives of three to seven years or, in
the case of leasehold  improvements,  over the period of the related  lease,  if
shorter.  Major  replacements  and  improvements  are  capitalized;  repairs and
maintenance are expensed as incurred.  Accelerated and straight-line methods are
used for income tax  reporting.  

NET EARNINGS PER SHARE:  Net earnings per share amounts  are  based  upon the  
weighted  average  number of  common  and  common equivalent  shares  
outstanding  during the year.  Common  equivalent shares are excluded  from the
computation  in periods  in which they have an  antidilutive effect.  

FOREIGN  CURRENCY:  The financial  statements of Ciprico  International Limited 
have been translated into U.S. dollars in accordance with the provisions of 
SFAS No. 52 "Foreign  Currency  Translation."  Under SFAS No. 52,  assets and
liabilities  are  translated  into U.S.  dollars at the year-end  exchange rate,
while income and expenses are  translated at the average  exchange  rates during
the   year.   The   resulting   translation   adjustments   are  not   material.

RECLASSIFICATION:  Certain  1995 and 1996  amounts  have  been  reclassified  to
conform to the 1997 presentation.



<PAGE>   18
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Ciprico Inc. and Subsidiaries
----------------------------------------------------------
September 30, 1997, 1996 and 1995

2. INCOME TAXES
The provisions for income tax expense consist of:

<TABLE>
<CAPTION>
Years ended September 30                                            1997            1996             1995
----------------------------------------------------------------------------------------------------------
<S>                                                               <C>          <C>             <C>
Current:                                                                                     
Federal ............................................            $ 2,354,000     $   848,000    $     5,000
State ..............................................                226,000         115,000          5,000
Foreign ............................................                 24,000          25,000         18,000
                                                                ------------------------------------------
         Total current .............................              2,604,000         988,000         28,000
                                                                                             
Deferred ...........................................               (414,000)       (492,000)             -
                                                                ------------------------------------------
         Total .....................................            $ 2,190,000     $   496,000    $    28,000
</TABLE>

In 1997 and 1996,  income tax benefits of $776,000 and $216,000 related to stock
option  exercises  were  recorded  as a direct  increase to  additional  paid-in
capital.

Deferred income taxes arise from temporary differences between financial and tax
reporting.  The tax effects of the cumulative temporary differences resulting in
the net deferred tax assets (liabilities) are as follows:

<TABLE>
<CAPTION>
As of September 30                                                           1997                   1996
-----------------------------------------------------------------------------------------------------------
<S>                                                                       <C>                     <C>
Inventory .................................................               $ 294,000               $ 196,000
Depreciation ..............................................                 107,000                 (15,000)
Allowance for doubtful accounts ...........................                 143,000                 121,000
Warranty accrual ..........................................                 126,000                 107,000
Other .....................................................                 236,000                  83,000
                                                                          ---------------------------------
Net deferred tax asset ....................................               $ 906,000               $ 492,000
                                                                          =================================       
</TABLE>

The following is a reconciliation of the federal statutory income tax rate
to the consolidated effective tax rate:

<TABLE>
<CAPTION>
Years ended September 30                           1997    1996     1995
-------------------------------------------------------------------------
<S>                                                <C>     <C>      <C> 
Federal statutory rate .....................       34.0%   34.0%    35.0%
State taxes, net of federal
  income tax benefit........................        2.3     2.3       .8
Change in valuation allowance...............          -   (24.5)   (30.7)      
Other.......................................       (2.3)     .8      1.5
                                                   ---------------------
                                                   34.0%   12.6%     6.6%  
                                                   =====================
</TABLE>

3.  SHAREHOLDERS' EQUITY
Stock Split
On March 27, 1996, the Company  declared a  three-for-two  stock split which was
distributed  on April 12,  1996.  All share and per share  data for the  periods
presented have been restated to reflect the stock split.

Public Offering
On June 5, 1996, the Company  completed the sale of 1.5 million shares of common
stock  in a public  offering.  Net  proceeds  from the  stock  offering  totaled
$30,776,922.

Stock Option Plans
The Company has four stock  option  plans under which  officers,  directors  and
employees have been or may be granted  incentive and nonqualified  stock options
to purchase  the  Company's  common  stock at fair  market  value on the date of
grant. The options become  exercisable over varying periods and expire up to ten
years from date of grant.  At September 30, 1997,  30,000 shares had been issued
subject to additional authorized shares by shareholder vote. The total number of
shares reserved under these plans is 1,875,000.

Option  transactions  under the  Company's  stock  option plans during the three
years ended September 30, 1997 are summarized as follows:

<TABLE>
<CAPTION>
                                                                               Number of         Weighted Average
                                                                                Shares            Exercise Price
-----------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>                <C>
Outstanding at September 30, 1994 ...........................................    726,584            $   2.66
         Granted ............................................................    194,963                4.10
         Exercised ..........................................................   (305,274)               2.42
         Canceled ...........................................................    (35,726)               2.64
                                                                                ----------------------------
Outstanding at September 30, 1995 ...........................................    580,547                3.26
         Granted ............................................................    256,908               12.99
         Exercised ..........................................................   (110,699)               2.73
         Canceled ...........................................................    (11,973)               3.89
                                                                                ----------------------------
Outstanding at September 30, 1996 ...........................................    714,783                6.85
         Granted ............................................................    301,300               14.66
         Exercised ..........................................................   (101,340)               3.15
         Canceled ...........................................................     (9,500)              10.23
                                                                                ----------------------------
Outstanding at September 30, 1997 ...........................................    905,243            $   9.83
                                                                                ============================
Options exercisable at September 30:                                          
        1995 ................................................................    214,485            $   2.89
                                                                                ============================
        1996 ................................................................    255,811            $   3.95
                                                                                ============================
        1997 ................................................................    378,136            $   6.72
                                                                                ============================
</TABLE>
<PAGE>   19
The following table summarizes  information concerning currently outstanding and
exercisable stock options:

<TABLE>
<CAPTION>

                              Options Outstanding
  Range of          Number        Weighted Average           Weighted Average
Exercise Prices   Outstanding   Remaining Contractual Life    Exercise Price
------------------------------------------------------------------------------
<S>                <C>              <C>                         <C>
$ 2.00 -  2.99     150,280          1.2 years                   $   2.70
  3.00 -  4.49     204,138          2.3 years                       4.13
  5.00 -  6.74       3,750          3.0 years                       5.93
  6.75 - 10.13       4,125          3.1 years                       7.45
 11.17 - 15.19     471,700          4.1 years                      13.53
 15.25 - 22.00      71,250          4.1 years                      17.07
                   -------
                   905,243
                   =======
</TABLE>

<TABLE>
<CAPTION>
                    Options Exercisable
       Range of         Number              Weighted Average
    Exercise Prices   Outstanding            Exercise Price
------------------------------------------------------------
<S>                    <C>                   <C>
     $2.00 -  2.99     121,134               $    2.66
      3.00 -  4.49     124,276                    4.06
      5.00 -  6.74         750                    6.17
      6.75 - 10.13         750                    7.71
     11.17 - 15.19     126,101                   12.77
     15.25 - 22.00       5,125                   18.26
                       -------
                       378,136
                       =======
</TABLE>

The weighted  average  fair value of options  granted in 1997 and 1996 was $7.36
and $6.60 per share.  The fair value of each option  grant is  estimated  on the
date of grant using the  Black-Scholes  option  pricing model with the following
weighted  average  assumptions  used for  grants in 1997 and 1996:  no  dividend
yield; risk-free rate of return of 6.0% and 5.8%; volatility of 72.3% and 69.0%;
and an average  term of 2.9 years and 3.2  years.  The  Company's  1997 and 1996
proforma net earnings and net earnings per share would have been $3,436,121 and
$2,970,650 or $.64 and $.69 per share had the fair value method been used for
valuing  options  granted  during  1997  and  1996.  These  effects  may  not be
representative of the future effects of applying the fair value method.

Employee Stock Purchase Plan
The 1996 Employee  Stock  Purchase  Plan  ("ESPP")  provides for the purchase by
eligible employees of Company common stock at a price equal to 85% of the market
price on either the  commencement or the termination date of each six-month plan
phase,  whichever is lower.  Participants may authorize payroll deductions up to
10% of their base  salary  during the plan phase to  purchase  the stock.  Since
inception  of the ESPP,  a total of 10,854  shares have been  issued,  including
8,678 shares for $126,916 in 1997 and 2,176 shares for $27,744  during 1996.  At
September 30, 1997, the Company had 139,146 shares  reserved for future issuance
under the ESPP.

Restricted Stock Plan
The 1996  Restricted  Stock Plan  ("RSP")  provides  for common  stock awards to
officers  and certain  key  employees  of the  Company.  Restricted  stock vests
generally  after  continued  employment  for a period of up to five  years.  All
restricted  stock awards  entitle the  participant  to full  dividend and voting
rights.  Since  inception of the RSP, a total of 10,000 shares have been issued.
The amount of unearned  compensation  recognized  as expense  was  approximately
$18,000 for 1997. At September 30, 1997, the Company had 65,000 shares  reserved
for future issuance under the RSP.

4. EMPLOYEE BENEFIT PLAN
The Company participates in a 401(k) savings plan covering  substantially all of
its employees.  Minimum  contributions to the plan by the Company are 50 percent
of the first 4 percent of the  participants'  salaries  in fiscal  1997,  and 50
percent  of the first 2 percent of  participants'  salaries  in fiscal  1996 and
1995.  Contributions in addition to the minimum are made by the Company based on
the Company's financial performance. The Company's contributions to this plan in
1997, 1996 and 1995 were $105,400, $124,215 and $29,854 respectively.

5. SALES CONCENTRATION
The consolidated  statements of earnings included sales to significant customers
as follows:

<TABLE>
<CAPTION>
Years ended September 30                       1997           1996         1995
-------------------------------------------------------------------------------
<S>                                           <C>            <C>            <C>
Customer A ........................            10%             -%             -%
Customer B ........................             5             18              8
Customer C ........................             2             11              1
                                              ----------------------------------
     Total ........................            17%            29%             9%
                                              ----------------------------------
</TABLE>
<PAGE>   20
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Ciprico Inc. and Subsidiaries
-------------------------------------------
September 30, 1997, 1996 and 1995



6. FINANCIAL INFORMATION BY GEOGRAPHIC AREA
The  Company's net sales,  earnings  from  operations  and  identifiable  assets
summarized by geographic area are as follows:

<TABLE>
<CAPTION>
Net Sales                          1997              1996              1995
--------------------------------------------------------------------------------
<S>                              <C>               <C>               <C>
North America ............       $28,814,469       $17,429,093       $10,341,928
UK subsidiary ............         3,173,165         2,654,796         2,781,651
Japan ....................         2,581,348         5,468,620         2,211,380
Other foreign ............         1,820,696         1,855,617           631,244
                                 -----------       -----------       -----------                        
Total ....................       $36,389,678       $27,408,126       $15,966,203
                                 ===========       ===========       ===========           

<CAPTION>

Earnings (loss) from operations
--------------------------------------------------------------------------------
<S>                                  <C>            <C>            <C>
North America .................      $3,767,652      $2,559,421      $ (499,231)
UK subsidiary .................         673,720         403,624         605,647
                                     ----------      ----------      ----------                 
Total .........................      $4,441,372      $2,963,045      $  106,416
                                     ==========      ==========      ==========
<CAPTION>


Identifiable Assets
--------------------------------------------------------------------------------
<S>                                <C>             <C>              <C>
North America .................    $ 51,797,934    $ 47,857,720     $ 10,738,735
UK subsidiary .................         574,557         435,506          436,764
Eliminations ..................        (267,209)       (304,326)        (255,432)
                                   ---------------------------------------------  
Total .........................    $ 52,105,282    $ 47,988,900     $ 10,920,067
                                   =============================================
</TABLE>


7. COMMITMENTS
The Company has operating leases for office and manufacturing space which expire
through October 2002.  Future minimum  payments under these leases are $396,092,
$363,153, $368,558, $395,586 and $395,291 for 1998, 1999, 2000, 2001 and beyond.
For the years ended September 30, 1997, 1996 and 1995,  operating lease expenses
were $324,837, $279,285 and $237,579, respectively.


8. FAIR VALUE OF FINANCIAL INSTRUMENTS
The following  methods and  assumptions  were used to estimate the fair value of
financial instruments:

Cash and Cash equivalents
The carrying  amount  approximates  fair value because of the short  maturity of
those instruments.

Marketable Securities
The fair values of marketable securities are based on quoted market prices.

9. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
The  Financial  Accounting  Standards  Board (FASB) has issued three  statements
which the Company has not yet adopted.

The FASB issued statement No. 128,  "Earnings Per Share," which is effective for
periods  ending after  December 15, 1997.  Early adoption of the new standard is
not permitted.  The new standard  eliminates primary and fully-diluted  earnings
per share and  requires  presentation  of basic and diluted  earnings  per share
together with disclosure of how the per share amounts were computed.  The effect
of adopting this new standard  would not have a material  affect on the reported
net earnings per common share.

In June 1997, the FASB issued Statement No. 130 "Reporting Comprehensive Income"
and Statement No. 131  "Disclosures  about Segments of an Enterprise and Related
Information"  which are effective for fiscal years  beginning after December 15,
1997.  Statement  No.  130  will  require  the  Company  to  display  an  amount
representing total comprehensive income, as defined by the statement, as part of
the Company's  basic  financial  statements.  Comprehensive  income will include
items such as unrealized  gains or losses on certain  investment  securities and
foreign  currency items.  Statement No. 131 will require the Company to disclose
financial and other information about its business segments,  their products and
services, geographic areas, major customers, revenues, profits, assets and other
information.  The  adoption  of these two  standards  is not  expected to have a
material effect on the consolidated financial statements of the Company.
<PAGE>   21


                         INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders    
Ciprico Inc.:

We have audited the accompanying  consolidated balance sheet of Ciprico Inc. and
subsidiaries as of September 30, 1997, and the related  consolidated  statements
of earnings,  shareholders' equity and cash flows for the year then ended. These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  the 1997 financial statements referred to above present fairly,
in all material  respects,  the consolidated  financial position of Ciprico Inc.
and subsidiaries as of September 30, 1997, and the consolidated results of their
operations  and  their  consolidated  cash  flows for the year  then  ended,  in
conformity with generally accepted accounting principles.

                             /s/ Grant Thornton LLP

Minneapolis, Minnesota
October 31, 1997




<PAGE>   22
                         INDEPENDENT AUDITORS' REPORT


The Board of Directors and Shareholders 
Ciprico Inc.:

We have audited the consolidated balance sheet of Ciprico Inc. and
subsidiaries as of September 30, 1996, and the related  consolidated  statements
of earnings, shareholders' equity and cash flows for each of the years in
the two-year period ended September 30, 1996. These consolidated  financial  
statements  are  the  responsibility  of the  company's management.  Our  
responsibility is to express an opinion on these consolidated financial 
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards. Those standards  require that we plan and perform the audit to
obtain reasonable assurance   about  whether  the  financial   statements  are 
free  of  material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the  accounting  principles  used
and  significant  estimates  made by management,  as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion,  the consolidated financial statements referred to above 
present fairly, in all material  respects,  the financial position of 
Ciprico Inc. and subsidiaries as of September 30, 1996, and the results of their
operations  and  their cash  flows for each of the years in the two-year period
ended September 30, 1996, in  conformity with generally accepted accounting 
principles.

                             /s/ KPMG Peat Marwick LLP

Minneapolis, Minnesota
November 6, 1996




<PAGE>   23
ITEM 8.          CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                 AND FINANCIAL DISCLOSURE

         Previously reported.


                                   PART III

ITEM 9.          DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
                 COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

         The names, ages and positions of the Company's executive officers are
as follows:

             
Name                          Age            Position(s)
----                          ---            -----------

Robert H. Kill                50             Chairman of the Board, President
                                             and Chief Executive Officer

Cory J. Miller                44             Vice President of Finance,
                                             Chief Financial Officer and 
                                             Secretary

         Officers are elected annually by and serve at the discretion of the
Board of Directors.  There is no family relationship between the executive
officers of the Company.

         Robert H. Kill has been Chairman of the Board of Directors of the
Company since January 1996, President and Chief Executive Officer since March
1988 and a director since September 1987.  Mr. Kill was Executive Vice
President of the Company from September 1987 to March 1988, Secretary from
September 1987 to July 1988 and from November 1989 to October 1993, and Vice
President and General Manager from August 1986 to September 1987.  Mr. Kill
held several marketing and sales positions at Northern Telecom, Inc. from 1979
to 1986, his latest position being Vice President, Terminals Distribution.

         Cory J. Miller was elected Vice President of Finance and Chief
Financial Officer in October 1992 and Secretary in October 1993.  Mr.  Miller
served as the Company's Controller an Chief Financial Officer from December
1989 to October 1992 and as Controller from October 1987 to December 1989.  Mr.
Miller was Director of Finance at VTC Incorporated, a semiconductor
manufacturer, from 1985 to 1987 prior to joining Ciprico.

         The information required by Item 9 relating to directors and
compliance with Section 16(a) is incorporated herein by reference to the
sections labeled "Election of Directors" and "Section 16(a) Beneficial
Ownership Reporting Compliance," respectively, which appear in the Registrant's
definitive Proxy Statement for its 1998 Annual Meeting of Shareholders.

ITEM 10.         EXECUTIVE COMPENSATION

         The information required by Item 10 is incorporated herein by
reference to the section labeled "Executive Compensation" which appears in the
Registrant's definitive Proxy Statement for its 1998 Annual Meeting of
Shareholders.

ITEM 11.         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The information required by Item 11 is incorporated herein by
reference to the sections labeled "Principal Shareholders" and "Management
Shareholdings" which appear in the Registrant's definitive Proxy Statement for
its 1998 Annual Meeting of Shareholders.

ITEM 12.         CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         None.





                                     - 12 -


<PAGE>   24





ITEM 13.         EXHIBITS, LISTS AND REPORTS ON FORM 8-K

         (a)     Exhibits.  See "Exhibit Index" on page following signatures.

         (b)     Reports on Form 8-K.

         No report on Form 8-K was filed by the Company during the fourth 
         quarter of fiscal 1997.





                                     - 13 -


<PAGE>   25




                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                   CIPRICO INC.
                                   (the "Registrant")
                                   
Date:  December   19    , 1997     By  /s/ Robert H. Kill                   
                --------             ---------------------------------------
                                       Robert H. Kill, Chairman of the Board
                                       and President

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
                              (Power of Attorney)

         Each person whose signature appears below constitutes and appoints
ROBERT H. KILL and CORY J. MILLER his true and lawful attorneys-in- fact and
agents, each acting alone, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign
any or all amendments to this Annual Report on Form 10-KSB and to file the
same, with all exhibits thereto, and other documents in connection therewith
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully and to all intent and purposes as he might or
could do in person, hereby ratifying and confirming all said attorneys-in-fact
and agents, each acting alone, or his substitute or substitutes, may lawfully
do or cause to be done by virtue thereof.

<TABLE>
<CAPTION>
 Signature                           Title                                         Date
 ---------------------------------   -------------------------------------------   ----
 <S>                                 <C>                                           <C>        <C>  <C>

 /s/ Robert H. Kill                  Chairman, President and Director              December   19   , 1997
 ---------------------------------   (Principal executive officer)                          -------      
 Robert H. Kill                      

 /s/ Cory J. Miller                  Vice President of Finance and Chief           December   19   , 1997
 ---------------------------------   Financial Officer (Principal                           -------      
 Cory J. Miller                      financial and accounting officer)  
                                     

                                     Director                                      December          , 1997
 ---------------------------------                                                          ---------      
 William N. Wray
                                     Director                                      December          , 1997
 ---------------------------------                                                          ---------      
 Donald H. Soukup

 /s/ Ronald B. Thomas                Director                                      December   19   , 1997
 ---------------------------------                                                          -------      
 Ronald B. Thomas

 /s/ Gary L. Deaner                  Director                                      December   19   , 1997
 ---------------------------------                                                          -------      
 Gary L. Deaner

 /s/ Peyton Gannaway                 Director                                      December   19   , 1997
 ---------------------------------                                                          -------      
 Peyton Gannaway
</TABLE>





                                     - 14 -
<PAGE>   26




                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                          EXHIBIT INDEX TO FORM 10-KSB

For the fiscal year ended
September 30, 1997                                Commission File No.:  0-11336
                  
--------------------------------------------------------------------------------
                                CIPRICO INC.
--------------------------------------------------------------------------------

<TABLE>
<Capiton>
Exhibit          Description
-------          -----------
<S>              <C>

2                Agreement and Plan of Merger of Ciprico Inc. (a Minnesota corporation) into Ciprico Inc. (a Delaware corporation)--
                 incorporated by reference to Exhibit 2 of the Registrant's Form 10-Q for the quarter ended March 31, 1988*

3.1              The Registrant's Certificate of Incorporation, as amended to date--incorporated by reference to Exhibit 19.1 of the
                 Registrant's Form 10-Q for the quarter ended March 31, 1988*

3.2              The Registrant's Bylaws, as amended to date--incorporated by reference to Exhibit 19.2 of the Registrant's Form 
                 10-Q for the quarter ended March 31, 1988*

10.1             Lease Agreement, dated December 3, 1991, relating to manufacturing space located at 2800 Campus Drive, Plymouth, 
                 Minnesota and corporate office space located at 2955 Xenium Lane, Plymouth Minnesota--incorporated by reference to
                 Exhibit 10.1 of the Registrant's Form 10-K for the fiscal year ended September 30, 1991*

10.2             First Amendment, dated July 1, 1996, to Lease Agreement dated December 3, 1991, relating to space at 2800 Campus 
                 Drive, Plymouth, Minnesota--incorporated by reference to Exhibit 10.2 of the Registrant's Form 10-KSB for the 
                 fiscal year ended September 30, 1996*

10.3             Second Amendment, dated September 2, 1997, to Lease Agreement dated December 3, 1991 relating to space at 1800 
                 Campus Drive, Plymouth, Minnesota

10.4**           Registrant's Incentive Stock Option Plan--incorporated by reference to Exhibit 10.7 of the Registrant's Form 10-K
                 for the fiscal year ended September 30, 1983*

</TABLE>




__________________________

*  Incorporated by reference - Commission File No. 0-11336
** Indicates a management contract or compensatory plan or arrangement required
   to be filed as an exhibit to this Form 10-KSB.



<PAGE>   27





<TABLE>
<S>              <C>
10.5**           Specimen of Incentive Stock Option Agreement--incorporated by reference to Exhibit 10.8 of the Registrant's Form 
                 10-K for the fiscal year ended September 30, 1983*

10.6**           Amendment to Registrant's Incentive Stock Option Plan--incorporated by reference to Exhibit 10.13 of the 
                 Registrant's Form 10-K for the fiscal year ended September 30, 1984*

10.7**           Registrant's 1986 Nonqualified Stock Option Plan--incorporated by reference to Exhibit 10.12 of the Registrant's 
                 Form 10-K for the fiscal year ended September 30, 1986*

10.8**           Specimen of Nonqualified Stock Option Agreement under 1986 Nonqualified Stock Option Plan--incorporated by 
                 reference to Exhibit 10.13 of the Registrant's Form 10-K for the fiscal year ended September 30, 1986*

10.9**           1986 Amendment to Registrant's Incentive Stock Option Plan--incorporated by reference to Exhibit 10.14 of the 
                 Registrant's Form 10-K for the fiscal year ended September 30, 1986*

10.10            License Agreement between Cottrill, Inc. and TechSource Inc., Registrant's subsidiary, dated December 18, 1987--
                 incorporated by reference to Exhibit 10.18 of the Registrant's Form 10-K for the fiscal year ended September 30, 
                 1988*

10.11**          Registrant's 1992 Nonqualified Stock Option Plan--incorporated by reference to Exhibit 10.13 of the Registrant's 
                 Form 10-K for the fiscal year ended September 30, 1992*

10.12**          Specimens of Nonqualified Stock Option Agreements under 1992 Nonqualified Stock Option Plan--incorporated by 
                 reference to Exhibit 10.14 of the Registrant's Form 10-K for the fiscal year ended September 30, 1992*

10.13**          Amendment No. 1 to Registrant's 1992 Nonqualified Stock Option Plan--incorporated by reference to Exhibit 10.11 of
                 the Registrant's Form 10-KSB for the fiscal year ended September 30, 1995*


</TABLE>



__________________________

*  Incorporated by reference - Commission File No. 0-11336
** Indicates a management contract or compensatory plan or arrangement required
   to be filed as an exhibit to this Form 10-KSB.



<PAGE>   28





<TABLE>
<S>              <C>
10.14**          Amendment No. 2 to Registrant's 1992 Nonqualified Stock Option Plan--incorporated by reference to Exhibit 10.12 of
                 the Registrant's Form 10-KSB for the fiscal year ended September 30, 1995*

10.15**          Registrant's 1994 Incentive Stock Option Plan--incorporated by reference to Exhibit 10.13 of the Registrant's Form
                 10-KSB for the fiscal year ended September 30, 1993*

10.16**          Specimen of Incentive Stock Option Agreement under 1994 Incentive Stock Option Plan--incorporated by reference to
                 Exhibit 10.14 of the Registrant's Form 10-KSB for the fiscal year ended September 30, 1993*

10.17**          Registrant's 1996 Restricted Stock Plan--incorporated by reference to Exhibit 10.15 of the Registrant's Form 
                 10-KSB for the fiscal year ended September 30, 1995*

10.18**          Specimen of Restricted Stock Agreement under 1996 Restricted Stock Plan--incorporated by reference to Exhibit 
                 10.16 of the Registrant's Form 10-KSB for the fiscal year ended September 30, 1995*

10.19**          Restricted Stock Agreement dated December 30, 1994 between Registrant and Robert H. Kill--incorporated by 
                 reference to Exhibit 10.1 of the Registrant's Form 10-QSB for the quarter ended June 30, 1995.*

22               Subsidiaries of the Registrant
                 ------------------------------
                                                                                  Jurisdiction
                 Name                                                             of Incorporation
                 ----                                                             ----------------

                 Ciprico FSC, Inc.                                                Virgin Islands
                 Ciprico (Europe) Limited                                         England

23.1             Consent of Grant Thornton LLP

23.2             Consent of KPMG Peat Marwick LLP

24               Power of Attorney from Certain Directors--see Signature Page

27               Financial Data Schedule (filed in electronic format only)



</TABLE>


__________________________

*  Incorporated by reference - Commission File No. 0-11336
** Indicates a management contract or compensatory plan or arrangement required
   to be filed as an exhibit to this Form 10-KSB.