<Page> ________________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------- FORM 10-K/A ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000 COMMISSION FILE NUMBER 0-23611 ------------------- DSET CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) ------------------- <Table> NEW JERSEY 22-3000022 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.) INCORPORATION OR ORGANIZATION) 1160 U.S. HIGHWAY 22, BRIDGEWATER, NEW JERSEY 08807 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) </Table> REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (908) 526-7500 ------------------- SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: <Table> <Caption> NAME OF EACH EXCHANGE TITLE OF EACH CLASS ON WHICH REGISTERED ------------------- ------------------- None </Table> SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: Common Stock, no par value (Title of Class) Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes __X__ No: ______ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not 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-K/A or any amendment to this Form 10-K/A. [ ] State the aggregate market value of the voting common stock held by non-affiliates of the registrant: $24,712,515 at March 1, 2001 based on the last sales price on that date. Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of March 1, 2001: <Table> <Caption> CLASS NUMBER OF SHARES ----- ---------------- Common Stock, no par value 11,629,419 </Table> The following documents are incorporated by reference into the Annual Report on Form 10-K/A: Portions of the registrant's definitive Proxy Statement for its 2001 Annual Meeting of Shareholders are incorporated by reference into Part III of this Report. ________________________________________________________________________________ EXPLANATORY NOTE The Registrant hereby further amends its Annual Report on Form 10-K for the period ending December 31, 2000 and as previously amended on December 11, 2001 with the filing of its Form 10-K/A, solely to correct a clerical error on the page thereof entitled "Report of Independent Accountants." Such Report of Independent Accountants should have reflected a location of "New York, New York" and a date of "December 11, 2001." A revised "Report of Independent Accountants," reflecting the corrected location and date, is included herein. <Page> 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 this 19th day of December, 2001. DSET CORPORATION By: /s/ WILLIAM P. MCHALE, JR. .................................. WILLIAM P. MCHALE, JR., PRESIDENT AND CHIEF EXECUTIVE OFFICER Pursuant to the requirements of the Securities and 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. <Table> <Caption> SIGNATURE TITLE DATE --------- ----- ---- /s/ WILLIAM P. MCHALE, JR. President, Chief Executive Officer and ......................................... Chairman of the Board of Directors (WILLIAM P. MCHALE, JR.) (Principal Executive Officer) December 19, 2001 /s/ BRUCE M. CROWELL Chief Financial Officer (Principal ......................................... Financial and Accounting Officer) (BRUCE M. CROWELL) December 19, 2001 /s/ ANDREW D. LIPMAN Director ......................................... (ANDREW D. LIPMAN) December 19, 2001 /s/ C. DANIEL YOST Director ......................................... (C. DANIEL YOST) December 19, 2001 /s/ JACOB J. GOLDBERG Director ......................................... (JACOB J. GOLDBERG) December 19, 2001 </Table> <Page> REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors and Shareholders of DSET Corporation: Our audits of the consolidated financial statements referred to in our report dated March 27, 2001, which appears in this Annual Report on Form 10-K/A, also included an audit of the financial statement schedule listed in Item 14(a) (2) of this Form 10-K/A. In our opinion, this financial statement schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. /s/ PricewaterhouseCoopers LLP New York, New York December 11, 2001