<PAGE>   1
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 FORM 10-KSB/A1
(Mark One)
     [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
     For the fiscal year ended DECEMBER 31, 2000

                                       or

     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
     For the transition period from                   to
                                    -----------------    --------------

         Commission File Number:  0-21142

                              NEMATRON CORPORATION
                 (Name of small business issuer in its charter)

             MICHIGAN                                    38-2483796
  (State or other jurisdiction of                     (I.R.S. Employer
   incorporation or organization)                     Identification No.)


                 5840 INTERFACE DRIVE, ANN ARBOR, MICHIGAN 48103
               (Address of principal executive offices) (Zip Code)

                                 (734) 214-2000
                           (Issuer's telephone number)

         Securities registered under Section 12(b) of the Exchange Act:

    Title of Each Class                    Name of Exchange on Which Registered
    -------------------                    ------------------------------------
 Common Stock, no par value                     The American Stock Exchange

       Securities registered under Section 12(g) of the Exchange Act: NONE

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

         Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, 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. [ ]

         Issuer's revenues for its most recent fiscal year:  $20,420,752

         The aggregate market value of the voting stock held by non-affiliates
as of March 23, 2001, computed by reference to the closing price of such stock
on such date as quoted on The American Stock Exchange, was approximately
$6,056,000. For purposes of this computation only, all executive officers,
directors and beneficial owners of more than 10% of the outstanding Common Stock
are assumed to be affiliates.

          The number of shares outstanding of the issuer's Common Stock on March
23, 2001 was 13,969,616.

         TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT [ ] Yes [ X ] No

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

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

<PAGE>   2
                                    PART III

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

DIRECTORS AND EXECUTIVE OFFICERS

         The following sets forth information as to each director and executive
officer, including his age, present principal occupation, other business
experience during the last five years, directorships in other publicly held
companies and period of service as a director of Nematron Corporation (the
"Company"). Executive officers serve at the discretion of the Board of
Directors.

         DIRECTORS - TERM EXPIRING AT 2001 ANNUAL MEETING

         Matthew S. Galvez, 45, became a director in August 1998 upon his
joining the Company as its Chief Operating Officer. On October 1, 1998, Mr.
Galvez was appointed President and Chief Executive Officer of the Company. Mr.
Galvez served as Chief Executive Officer of ISDA & Co., a privately held apparel
company, from June 1994 until June 1998. From 1990 until June 1994, Mr. Galvez
was a director and Chief Financial Officer of Manufacturers Products
Corporation, a supplier of plastic products to the automotive industry. In 1994
he became Chief Executive Officer of that company as well. Prior to 1990, Mr.
Galvez was Executive Vice President - Corporate Operations and General Counsel
to an industrial graphics translation software developer and served as an
officer of two acquisition funds. Mr. Galvez serves as Chairman and a Director
of Waltec Plastics Co. in Midland, Ontario, Canada, and IMC Plastics in Los
Angeles, California.

         Garnel F. Graber, 69, became a director in February 1993 and served as
Chairman of the Board of Nematron until March 1996. Mr. Graber is a retired
executive of, and is the current Chairman of the Board of Directors of, Applied
Dynamics International, a computer firm specializing in high-speed simulation.
Mr. Graber served as Chief Executive Officer of Applied Dynamics for more than
five years prior to his retirement in 1994.

         DIRECTORS - TERM EXPIRING AT 2003 ANNUAL MEETING

         Joseph J. Fitzsimmons, 66, became a director in March 1997. Mr.
Fitzsimmons is the President and Chief Executive Officer of Nonprofit Enterprise
at Work, a management support organization dedicated to assisting non-profit
organizations. Mr. Fitzsimmons is a retired executive of Bell & Howell Company
and University Microfilms International ("UMI"), a leading provider of
technology services to libraries and other organizations regarding acquiring,
preserving and distributing literature and a subsidiary of Bell & Howell. Mr.
Fitzsimmons served as Corporate Vice President of Bell & Howell and as Chairman
or President and Chief Executive Officer of UMI from March 1987 until he retired
in June 1995.

         James A. Nichols, 55, became a director in December 1998. From 1991 to
the present, Mr. Nichols has been president and sole owner of Nichols &
Associates, P.C., attorneys practicing in the area of international commercial
law. From 1981 to 1991, Mr. Nichols was a Senior Attorney in the Corporate
Transactions Department of Ford's Office of the General Counsel. From 1991 to
April 1999, Mr. Nichols was the Chairman of the Board of Surgical Instrument
Repair Service, Inc., a partnership with Allegiance Healthcare Corporation, a
public company that engages in the repair and management of surgical instruments
and equipment at health care providers in North America. From 1993 to 1998, Mr.
Nichols served as corporate secretary and a director of Liberty BIDCO Investment
Corporation, a Michigan-based mezzanine finance company. Mr. Nichols was
president and sole owner of Sterilization Management Group, LLC, a provider of
reusable sterile products to hospitals, from 1997 to 1998 when the company was
sold to Teleflex Corporation, a public company.

         Stephen E. Globus, 54, became a director in December 1998. He has been
Chairman of the Board of Globus Growth Group, Inc., a Manhattan - based venture
capital company specializing in providing startup and seed capital, since 1984.
He is also a director of Plasmaco, Inc., a flat computer screen manufacturer
owned by Matsushita (Panasonic). Mr. Globus is the founder of several privately
held biotechnology companies, including Kimeragen, Inc., NuGene Technologies,
Inc., Thermaphore Sciences, Inc. and Genitope, Inc.


                                       2
<PAGE>   3

         DIRECTORS - TERM EXPIRING AT 2002 ANNUAL MEETING

         Hugo E. Braun, 43, became a director in March 1996. Mr. Braun is a
partner with North Coast Technology Investors L.P., a $100 million venture
capital fund, since 1999. Before founding North Coast, Mr. Braun was a partner
in Access Venture Fund, L.P., a Michigan-based investment firm with over $30
million under management. Prior to joining Access in 1989, Mr. Braun co-managed
California-based BankAmerica Venture Capital's $100 million venture portfolio.
Mr. Braun is currently a director of six private companies.

         James H. Wicker, 61, is a partner in the firm of Technology 2 Market, a
consulting firm concentrating on the factory automation marketplace. Prior to
forming the consulting firm, Mr. Wicker was employed from 1995 to 1999 as
president of Ci Technologies, Inc. in North and South America. Mr. Wicker
continues to serve as a director of this company. Ci Technology develops and
markets factory automation software. From 1990 to 1994, Mr. Wicker was employed
by a manufacturer's representative and distribution company for a line of
factory automation and process control products. From 1984 to 1990, Mr. Wicker
was executive vice president - sales and marketing of Xycom, Inc., a
manufacturer of VME cards and plant floor MMI and industrial PC products. From
1962 to 1984, Mr. Wicker was employed by Taylor Instruments (later ABB) in
various technical support and sales management positions, and finished his
career at ABB as vice president of sales.

         EXECUTIVE OFFICER

         David P. Gienapp, 52, has been the Vice President - Finance and
Administration and Treasurer of the Company since joining the Company in
September 1994 and has served as Secretary since March 1996. Mr. Gienapp served
as a director of the Company from March 1995 until August 1998. Prior to joining
the Company, Mr. Gienapp spent over 20 years with Deloitte & Touche LLP, a
certified public accounting firm.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the Securities Act of 1934 requires all Company
executive officers and directors and persons who own more than ten percent of a
registered class of the Company's equity securities to file reports of their
ownership with the Securities and Exchange Commission. Executive officers,
directors and greater than ten percent shareholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) reports they
file. Specific due dates for these reports have been established and the Company
is required to report any delinquent filings and failures to file such reports.

         Based solely on its review of the copies of such reports received by it
and written representations of its executive officers and incumbent directors,
the Company believes that during 2000, its executive officers, directors and
greater than ten percent beneficial owners complied with all applicable filing
requirements under Section 16(a), except that Mr. Fitzsimmons, a director, did
not timely file one Form 4 report disclosing one transaction.

ITEM 10. EXECUTIVE COMPENSATION.

SUMMARY

         The following table sets forth information for the periods indicated
concerning the aggregate compensation paid by the Company and its subsidiaries
to the Company's President and Chief Executive Officer and to its Executive Vice
President - Finance and Administration, the Company's only other executive
officer whose salary and bonus exceeded $100,000 in the year ended December 31,
2000 (the "Named Executives").


                                       3
<PAGE>   4

<TABLE>
<CAPTION>

                                              SUMMARY COMPENSATION TABLE
-------------------------- --------------- --------------------------- ---------------------- --------------

                                                                           LONG TERM
                                              ANNUAL COMPENSATION      COMPENSATION AWARDS      ALL OTHER
                                           ---------------------------      SECURITIES           COMPEN-
   NAME AND PRINCIPAL          FISCAL                         BONUS     Underlying OPTIONS       SATION
        POSITION               PERIOD        SALARY ($)        ($)              (#)              ($) (A)
-------------------------- --------------- --------------- ----------- ---------------------- --------------
<S>                       <C>             <C>             <C>         <C>                    <C>
Matthew S. Galvez,         Y/E 12-31-00          $200,000     $-0-               -0-               $18,071
                           --------------- --------------- ----------- ---------------------- --------------
President and Chief        Y/E 12-31-99          $181,042   $63,092           200,000              $11,175
                           --------------- --------------- ----------- ---------------------- --------------
Executive Officer (b)      3 Months
                           12-31-98               $35,538     $-0-            660,000               $2,115
                           --------------- --------------- ----------- ---------------------- --------------
                           Y/E 9-30-98            $13,538     $-0-              -0-                    $-0-
-------------------------- --------------- --------------- ----------- ---------------------- --------------
-------------------------- --------------- --------------- ----------- ---------------------- --------------
David P. Gienapp,          Y/E 12-31-00          $120,000     $-0-            25,000                $3,461
                           --------------- --------------- ----------- ---------------------- --------------
VP-Finance and             Y/E 12-31-99          $111,642    $8,477           70,000                $1,664
                           --------------- --------------- ----------- ---------------------- --------------
Administration             3 Months
                           12-31-98               $29,724     $-0-              -0-                    $-0-
                           --------------- --------------- ----------- ---------------------- --------------
                           Y/E 9-30-98           $110,552     $-0-              -0-                 $3,268
-------------------------- --------------- --------------- ----------- ---------------------- --------------
</TABLE>

(a)      All Other Compensation for the year ended December 31, 2000 includes,
         for Mr. Galvez, $7,715 of housing allowance, $4,800 of automobile
         allowance and $5,566 of 401(k) Plan matching contributions, and for Mr.
         Gienapp, 401(k) Plan matching contributions.

(b)      Mr. Galvez was appointed Chief Operating Officer on August 15, 1998 and
         became President and Chief Executive Officer on October 1, 1998.

OPTIONS

         The following table sets forth information concerning options granted
to the Named Executives in the year ended December 31, 2000.

                        OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>

                                INDIVIDUAL GRANTS
------------------------ ---------------- ------------------- ------------------- ------------------------
                            NUMBER OF      PERCENT OF TOTAL
                           SECURITIES          OPTIONS
                           UNDERLYING         GRANTED TO        EXERCISE OR
                             OPTIONS         EMPLOYEES IN        BASE PRICE            EXPIRATION
         NAME              GRANTED (#)      FISCAL YEAR (A)      ($/SHARE)                DATE
------------------------ ---------------- ------------------- ------------------- ------------------------
<S>                     <C>                <C>                <C>                    <C>
Matthew S. Galvez              -0-                -0-                ---                    ---
David P. Gienapp              25,000 (a)           5.53%            $1.50                08-30-10
------------------------ ---------------- ------------------- ------------------- ------------------------
</TABLE>

(a)  These options, which were granted pursuant to the Company's Long-Term
     Incentive Plan, become exercisable annually in increments of 33 1/3%
     beginning on the day after the first anniversary of the date of the grant.
     The ability to exercise these options may be accelerated in the event of a
     change in control of the Company (as defined in the option plan).

         The Named Executives did not exercise any options in the year ended
December 31, 2000. The following table provides information with respect to
unexercised options held by the Named Executives as of December 31, 2000.


                                       4
<PAGE>   5

              AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
                             YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
   ---------------------------- ---------------------------------------- -----------------------------------
                                    NUMBER OF SECURITIES UNDERLYING      VALUE OF UNEXERCISED IN-THE-MONEY
                                  UNEXERCISED OPTIONS AT YEAR-END (#)        OPTIONS AT FY-END ($) (A)
   ---------------------------- ---------------------------------------- -----------------------------------
              NAME                 EXERCISABLE         UNEXERCISABLE       EXERCISABLE      UNEXERCISABLE
   ---------------------------- ------------------- -------------------- ---------------- ------------------
<S>                             <C>                  <C>                 <C>              <C>
   Matthew S. Galvez                    860,000                -0-                $-0-             $-0-
   ---------------------------- ------------------- -------------------- ---------------- ------------------
   David P. Gienapp                      53,333            71,667                 $-0-             $-0-
   ---------------------------- ------------------- -------------------- ---------------- ------------------
</TABLE>

(a)      Value of unexercised in-the-money options is determined by multiplying
         the number of shares subject to the option by the difference between
         the closing price of the Common Stock on the American Stock Exchange at
         the end of 2000 and the option exercise price.

EMPLOYMENT AGREEMENT

         Mr. Galvez is a party to an employment agreement with the Company that
provides for Mr. Galvez to serve as the President and Chief Executive Officer of
the Company for an annual base salary from October 1, 1998 through April 15,
1999 of $135,000, and from April 16, 1999 through December 31, 2001 of $200,000.
In addition to bonuses that may be awarded from time to time by the Board, Mr.
Galvez was also entitled to a one-time performance bonus of $50,000 under the
agreement at such time as the Company shall have first achieved any three
consecutive months of positive net income before taxes. Other benefits to which
he is currently entitled under the agreement include a term life insurance
policy, an automobile allowance and the right to participate in the Company's
employee benefit plans and stock compensation plans along with the Company's
other officers or employees. The agreement may be terminated at any time by the
Company if (i) Mr. Galvez commits fraud, embezzles from the Company, willfully
disregards the business and affairs of the Company after notice and time to cure
or is convicted of any felony or any crime involving moral turpitude or fraud
and (ii) the holders of 80% of the outstanding shares of Common Stock other than
shares owned by Mr. Galvez are voted in favor of terminating his employment for
cause. The agreement may also be terminated by the Company without cause upon 60
days notice or if Mr. Galvez becomes disabled, may be terminated by Mr. Galvez
upon 90 days notice, and automatically terminates in the event of Mr. Galvez's
death. If employment is terminated without cause, Mr. Galvez is entitled to
continue receiving his base salary and coverage under Company benefit plans for
the longer of one year or the remaining term of the agreement and to receive a
bonus equal to the average of the last two quarterly performance bonuses paid to
him. Mr. Galvez has agreed not to compete with the Company for two years after
termination unless his employment is terminated without cause or a change in
control of the Company has occurred.

COMPENSATION OF DIRECTORS

         Each director who is not an officer or employee of the Company is
eligible to receive for his services as such a fee of $1,000 per meeting
attended and $500 for each committee meeting attended. Committee chairmen
receive an additional $250 for each committee meeting. The directors waived the
director fees for meetings held during quarterly periods during which the
Company reported a loss from operations, which, for 2000, were all quarters.
Directors who are officers or employees of the Company receive no additional
compensation for their service as a director, although they are reimbursed for
their reasonable travel expenses when meetings are held in a location other than
the metropolitan area in which they reside.

         In addition, the Company has a 1993 Directors Stock Option Plan (the
"Directors Plan"). Pursuant to the provisions of the Directors Plan, each
director is automatically and without discretion awarded options to purchase
4,500 shares of Common Stock, with an exercise price equal to 110% of the fair
market value per share on the grant date, beginning on the date of the Company's
2000 annual meeting of shareholders and every three years thereafter. The
options are exercisable annually in increments of 33 1/3% beginning on the grant
date, the first anniversary of the date of the grant and the second anniversary
of the grant. All options granted under the Directors Plan expire on the fifth
anniversary of the date the option was granted. The ability to exercise these
options may be accelerated in the event of a change in control of the Company
(as defined in the Directors Plan). Options to purchase a total of 31,500 were
granted under the Directors Plan to the Company's seven non-employee directors
on May 23, 2000.


                                       5
<PAGE>   6

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         The following table sets forth information as of March 31, 2001 with
respect to the beneficial ownership of Common Stock by each board nominee, each
other current director, each executive officer named in the Summary Compensation
Table under "Item 10 - Executive Compensation", all current directors and
executive officers as a group and all other persons known by the Company to
beneficially own more than 5% of its outstanding Common Stock (each, a "5%
Owner"). Except as noted below, each shareholder exercises sole voting and
investment power with respect to the shares beneficially owned.

<TABLE>
<CAPTION>

Name                                       Number of Shares              Percent of Class (13)
----                                       ----------------              ---------------------
<S>                                       <C>                                <C>
Directors and Management:
James A. Nichols                             2,081,155 (1)                        13.4%
Stephen E. Globus                            1,283,735 (2)                         8.3%
Hugo E. Braun                                1,701,449 (3)                        10.6%
Matthew S. Galvez                              860,100 (4)                         5.3%
David P. Gienapp                                95,193 (5)                           *
Garnel F. Graber                                66,966 (6)                           *
Joseph J. Fitzsimmons                           25,108 (7)                           *
James H. Wicker                                  4,000 (8)                           *
All directors and executive
  officers as group (8 persons)              5,517,706 (9)                        36.5%

5% Owners:
Michael L. Hershey                           1,518,796 (10)                        9.8%
J. Eric May, Trustee Under
   Declaration of Trust                      1,493,425 (11)                        9.6%
Dennis A. Sierk                              1,415,620 (12)                        9.2%
</TABLE>

----------------
*        Less than one percent.

(1)      The shares shown in the table for Mr. Nichols include (i) 1,737,704
shares owned outright, and (ii) 244,451 shares owned by an investment club of
which Mr. Nichols is a member, (iii) currently exercisable warrants, dated March
30, 2001, to purchase 100,000 shares, and (iv) options to purchase 3,000 shares
which are currently exercisable or are exercisable within sixty days. Mr.
Nichols' address is 3707 West Maple Road, Bloomfield Hills, MI 48301.

(2)      The shares shown in the table for Mr. Globus include (i) 255,062 shares
owned outright by Mr. Globus, (ii) 672,358 shares owned by companies and
partnerships over which Mr. Globus exercises voting and investment power, (iii)
343,315 shares owned by certain relatives of Mr. Globus over which Mr. Globus
exercises beneficial ownership, and (iv) options to purchase 3,000 shares which
are currently exercisable or are exercisable within sixty days. Mr. Globus'
address is 44 West 24th Street, New York, NY 10010.

(3)      The shares shown in the table for Mr. Braun include (i) 1,050,000
shares owned by North Coast Technology Investors L.P. and Access Venture Fund
L.P., of which Mr. Braun is a partner, (ii) options to purchase 19,664 shares
which are currently exercisable or are exercisable within sixty days, (iii)
currently exercisable warrants, dated March 30, 2001, to purchase 500,000
shares, and (iv) currently exercisable warrants to purchase 131,785 shares
pursuant to a Term Loan and Warrant Purchase Agreement dated November 7, 1995
between the Company and Onset BIDCO, Inc., of which Mr. Braun is an officer. If
such warrants were exercised, Mr. Braun would have sole voting rights and shared
investment power with respect to the underlying shares. The address for Mr.
Braun and North Coast Technology Investors L.P. is 206 South Fifth Avenue, Suite
550, Ann Arbor, MI 48104.


                                       6
<PAGE>   7

(4)      The shares shown in the table for Mr. Galvez include (i) 100 shares
owned outright, and (ii) options to purchase 860,000 shares which are currently
exercisable or are exercisable within sixty days. Mr. Galvez's address is 5840
Interface Drive, Ann Arbor, MI 48103.

(5)      The shares shown in the table for Mr. Gienapp include (i) 41,860 shares
owned outright, (ii) options to purchase 53,333 shares which are currently
exercisable or are exercisable within sixty days.

(6)      The shares shown in the table for Mr. Graber include (i) 14,302 shares
owned outright, and (ii) options to purchase 52,664 shares which are currently
exercisable or are exercisable within sixty days.

(7)      The shares shown in the table for Mr. Fitzsimmons include (i) 10,000
shares of Common Stock owned outright, and (ii) options to purchase 15,108
shares which are currently exercisable or are exercisable within sixty days.

(8)      The shares shown in the table for Mr. Wicker include (i) 1,000 shares
of Common Stock owned outright, and (ii) options to purchase 3,000 shares which
are currently exercisable or are exercisable within sixty days.

(9)      The shares shown in the table for all current directors and executive
officers as a group include the shares described in footnotes (1) through (8).

(10)     The shares shown in the table for Mr. Hershey include (i) the 1,493,425
shares owned by J. Eric May, Trustee Under Declaration of Trust (over which Mr.
Hershey may exercise voting and investment power), and (ii) 25,371 shares owned
outright by Mr. Hershey. Mr. Hershey's address is c/o Landis Associates, Inc.,
400 West Ninth Street, Suite 100, Wilmington, DE 19801.

(11)     The shares shown in the table for Mr. May include 1,493,425 shares
owned by J. Eric May, Trustee Under Declaration of Trust, over which Mr. Hershey
may exercise voting and investment power. Mr. May's address is c/o Wilmington
Trust Company, 1100 North Market Street, Wilmington, DE 19890.

(12)     The shares shown in the table for Mr. Sierk include 1,145,620 shares
owned by Mr. Sierk and his wife, such shares being acquired as a portion of the
purchase price of Optimation, Inc. by the Company on March 29, 2001. Mr. Sierk's
address is 2800 Bob Wallace Avenue, Suite L3, Huntsville, AL 35805.

(13)     For purposes of calculating the percentage of Common Stock beneficially
owned by each person, the shares issuable upon exercise of options and warrants
held by such person are considered outstanding and added to the shares of Common
Stock actually outstanding.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         As approved by shareholders at the 1999 annual meeting, in connection
with the Company's private placement of Common Stock, the Company sold
promissory notes convertible into Common Stock at $.25 per share as of December
1, 1998 and shares of Common Stock at $1.00 per share on April 7, 1999 to Steven
Globus and his affiliates, James Nichols and his affiliates and Michael Hershey
(for the account of J. Eric May, Trustee under Declaration of Trust) in the
following amounts:

<TABLE>
<CAPTION>

                                       Stephen E.         James A.      Michael L. Hershey /
                                         Globus            Nichols      J. Eric May, Trustee
                                         ------            -------      --------------------
<S>                                   <C>              <C>                   <C>
Principal amount of Notes              $  250,000       $  350,000            $  250,000
Accrued interest on Notes              $    6,089       $    7,789            $    5,563
Shares received upon conversion         1,024,356        1,431,155             1,022,253
Shares purchased                               -0-         375,000                    -0-
</TABLE>

         Both the principal amount of the notes and accrued interest were
converted into Common Stock. Amounts reflected in the table for Mr. Globus
include transactions with Mr. Globus, his brother and a partnership controlled
by Mr. Globus and his brother. Amounts reflected in the table for Mr. Nichols
include the transactions with Mr. Nichols


                                       7
<PAGE>   8

and with an investment club in which he is a member. Amounts reflected in the
table for Mr. Hershey are all for the account of a trust controlled by J. Eric
May, over which trust Mr. Hershey may exercise voting and investment power.
Messrs. Globus and Nichols are directors of the Company and Mr. Hershey is a
former director.

         In December 2000, the Company completed a private placement of 760,000
shares of Common Stock at $1.25 per share to certain accredited investors,
including (i) North Coast Technology Investors L.P., a limited partnership of
which Hugo E. Braun, a director of the Company, is a partner, (ii) James A.
Nichols, a director of the Company, and an investment club of which Mr. Nichols
is a member, and (iii) a partnership in which Stephen E. Globus, a director of
the Company, is a partner. The $1.25 price per share exceeded the $0.65 fair
market value of the Common Stock at the time of the sale. The amount of Common
Stock purchased and the total purchase price are as follows:

<TABLE>
<CAPTION>

                                                       Hugo E.         James A.         Stephen E.
                                                        Braun           Nichols           Globus
                                                        -----           -------           ------
<S>                                                 <C>               <C>               <C>
Shares purchased                                       550,000           140,000           50,000
Total purchase price                                  $687,500          $175,000          $62,500
</TABLE>

         In March and April 2001, the Company completed a sale of $1.2 million
principal amount of convertible subordinated promissory notes and warrants to
purchase a total of 800,000 shares of Common Stock to certain accredited
investors, including (i) North Coast Technology Investors L.P., a limited
partnership of which Hugo E. Braun, a director of the Company, is a partner, and
(ii) James A. Nichols, a director of the Company, and an investment club of
which Mr. Nichols is a member. The Notes, which are secured by a second lien on
the Company's assets and are subordinated in right of payment to the Company's
bank lender, bear interest at 10% and are due on August 31, 2001. The Notes will
become immediately due and payable in full if the issuance of the shares
underlying the notes is not approved on or before May 31, 2001. The Notes are
prepayable at any time without penalty upon prior written notice as provided in
the Notes. The holders of the Notes are not permitted to transfer them without
the Company's prior written consent. The amount of convertible subordinated
promissory notes and warrants purchased to related parties are as follows:

<TABLE>
<CAPTION>

                                                                        Hugo E.          James A.
                                                                         Braun            Nichols
                                                                         -----            -------
<S>                                                                   <C>              <C>
Convertible Subordinated Promissory Notes purchased                     $750,000         $150,000
Warrants purchased                                                       500,000          100,000
</TABLE>


                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this amendment to this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

NEMATRON CORPORATION

<TABLE>

<S>    <C>                                                         <C>
By:      /s/ David P. Gienapp                                        Dated: May 3, 2001
         ---------------------------------------------------------
         David P. Gienapp
         Vice President - Finance and Administration and Treasurer
</TABLE>




                                       8