<PAGE>




                    U. S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported): March 5, 1999


                                 MODACAD, INC. 
--------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


          California                    33-31166                 95-4145930
-------------------------------     ----------------    ------------------------
(State or other jurisdiction of        (Commission             (IRS Employer
incorporation or organization)          File Number)         Identification No.)



    3861 Sepulveda Blvd., Culver City                            90230
----------------------------------------                ------------------------
(Address of principal executive offices)                      (Zip Code)


Registrant's telephone number, including area code            (310) 751-2100   
                                                        ------------------------

                               Not Applicable
--------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)

<PAGE>

Item 5.  Other Events

On March 5, 1999, ModaCAD,  Inc. ("ModaCAD") has signed an agreement,  effective
December 31, 1998, with Lectra Systems,  Inc.  ("Lectra")  whereby its 3D Visual
Merchant(TM) business-to-business product line will now be marketed, distributed
and co-developed world-wide by Lectra, subject to the existing rights of RunTime
A/S under its  distribution  agreement.  In  addition,  Lectra and ModaCAD  will
co-operate to develop new synergies to leverage their  activities,  competencies
and positions in their respective markets.

With 35 international  subsidiaries,  employing 1,400 people in 75 offices,  and
having more than 8,000 customers across 100 countries,  Lectra is a world leader
in CAD/CAM (computer-aided design and manufacturing)  solutions for the apparel,
upholstery,   footwear,   luggage,   leather  goods,  aerospace  and  automotive
industries.
 
Under the agreement,  ModaCAD has sold its 3D Visual  Merchant (TM) product line
to Lectra for an up-front fee of $3 million,  as well as additional support fees
of up to $2 million over the next 24 months.  The transaction  also includes the
sale to Lectra of ModaCAD's ModaDESIGN PRO (TM)product and the license to Lectra
of  ModaCAD's  ModaFinity-ModaCatalog  cataloging  software,  all subject to the
existing  rights of RunTime A/S under its  distribution  agreement.  Lectra will
conduct all  development,  marketing and  distribution  activities,  for all the
products  acquired.  Going  forward,  ModaCAD and Lectra  will work  together to
integrate 3D Visual  Merchant  into  Lectra's  product  lines.  ModaCAD  retains
ownership  of all of its core  technologies.  Lectra  is  granted  an  exclusive
license of the ModaCAD core  technology for the CAD/CAM  markets,  while ModaCAD
will retain rights to exploit the core technology in its core business.
 
3D Visual Merchant is ModaCAD's premier business-to-business  e-commerce tool; a
visual  merchandising and retail space planning tool that enables  manufacturers
and retailers to plan,  visualize,  adjust,  and communicate  merchandising  and
store layout concepts more effectively throughout their organizations and to the
retail  floor.  Using  3D  Visual  Merchant,  store-plans,  brand  concepts  and
merchandising  ideas can be visualized  and  communicated  instantly.  3D Visual
Merchant customers include JCPenney,  Levi Strauss & Co., Duck Head and Tropical
Sportswear.

Maurizio  Vecchione,  president and chief  operating  officer of ModaCAD stated,
"This  agreement  represents  a very  exciting  strategic  inflection  point for
ModaCAD.  As a result of this strategic  relationship,  ModaCAD can now focus on
its core strategies of creating,  marketing and servicing Internet web sites and
other   Internet   applications   for   both   the    business-to-business   and
business-to-consumer  marketplace,  as well as consumer  software for electronic
commerce.  Working with Lectra,  we will be able to set industry  standards  for
enabling technologies ultimately designed to deliver more vendors in fashion and
related industries to the Internet and our e-commerce initiatives."

The  companies  have  further  agreed to  co-operate  in the  marketing of joint
strategies and to co-develop data  interchange  formats to promote the growth of
e-business and e-commerce,  as well as  mass-customization  and  made-to-measure
technologies.  Both companies believe a convergence of Lectra's design solutions
with   ModaCAD's   visualization   technologies   will  provide   retailers  and
manufacturers   with  a  compelling   solution   enabling  them  to  offer  mass
customization  and custom fit programs in industries such as fashion,  footwear,
and  furniture.  As part of the  transaction,  ModaCAD  granted  Lectra  250,000
warrants exercisable for shares of ModaCAD's common stock.

<PAGE>

"3D Visual Merchant is a perfect  complement to Lectra's  existing product line"
stated Daniel Harari,  chairman and chief executive  officer of Lectra.  "We can
now offer our clients,  from the largest retailers to product  manufacturers,  a
complete set of comprehensive  solutions that start from product concept to full
retail space planning,  merchandizing and assortment management.  Companies will
be able to create and design  products  on  Lectra's  leading  design  software,
immediately carry the products into merchandising and brand concepts by building
virtual store  settings and instantly  exchanging  data within and outside their
organization. This end-to-end solution formed by 3D Visual Merchant and Lectra's
combined  product  offering - notably  U4ia and  ProStyle  design  software - is
unique in the industry " added Daniel Harari.

Established in 1973, and based in France, Lectra's shares are publicly traded on
the Paris Stock Exchange (Second  Marche).  In 1998  consolidated  revenues were
$209 million, 26% of which were made in North America and 57% in Europe.

ModaCAD  is a premier  developer  and  supplier  of digital  content  management
technology enabling advanced product visualization for electronic commerce.  For
the past 11 years it has leveraged its core, patented rendering  technology into
a variety  of  electronic  merchandising  products  primarily  targeted  at home
design, home furnishings, apparel, and industrial design industries.


                                    SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                                ModaCAD, INC.


Date: March 26, 1999                              By:   /s/  LEE FREEDMAN
                                                     ---------------------------
                                                     Lee Freedman
                                                     Vice President, Finance and
                                                     Chief Financial Officer
[{"type": "8-K", "sequence": "1", "description": "AGREEMENT WITH LECTRA SYSTEMS, INC.", "secsgml_size_bytes": 7572}]
{"company-data": {"conformed-name": "MODACAD INC", "cik": "0001008130", "assigned-sic": "7372", "irs-number": "954145930", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "333-01166-LA", "film-number": "99574958"}, "business-address": {"street1": "3861 SEPULVEDA BLVD", "city": "CULVER CITY", "state": "CA", "zip": "90230", "phone": "3103129826"}, "mail-address": {"street1": "3861 SEPULVEDA BLVD", "city": "CULVER CITY", "state": "CA", "zip": "90230"}}
U. S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 5, 1999

                                 MODACAD, INC. 
--------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

          California                    33-31166                 95-4145930
-------------------------------     ----------------    ------------------------
(State or other jurisdiction of        (Commission             (IRS Employer
incorporation or organization)          File Number)         Identification No.)

    3861 Sepulveda Blvd., Culver City                            90230
----------------------------------------                ------------------------
(Address of principal executive offices)                      (Zip Code)

Registrant's telephone number, including area code            (310) 751-2100   
                                                        ------------------------

                               Not Applicable
--------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)
Item 5.  Other Events

On March 5, 1999, ModaCAD,  Inc. ("ModaCAD") has signed an agreement,  effective
December 31, 1998, with Lectra Systems,  Inc.  ("Lectra")  whereby its 3D Visual
Merchant(TM) business-to-business product line will now be marketed, distributed
and co-developed world-wide by Lectra, subject to the existing rights of RunTime
A/S under its  distribution  agreement.  In  addition,  Lectra and ModaCAD  will
co-operate to develop new synergies to leverage their  activities,  competencies
and positions in their respective markets.

With 35 international  subsidiaries,  employing 1,400 people in 75 offices,  and
having more than 8,000 customers across 100 countries,  Lectra is a world leader
in CAD/CAM (computer-aided design and manufacturing)  solutions for the apparel,
upholstery,   footwear,   luggage,   leather  goods,  aerospace  and  automotive
industries.
 
Under the agreement,  ModaCAD has sold its 3D Visual  Merchant (TM) product line
to Lectra for an up-front fee of $3 million,  as well as additional support fees
of up to $2 million over the next 24 months.  The transaction  also includes the
sale to Lectra of ModaCAD's ModaDESIGN PRO (TM)product and the license to Lectra
of  ModaCAD's  ModaFinity-ModaCatalog  cataloging  software,  all subject to the
existing  rights of RunTime A/S under its  distribution  agreement.  Lectra will
conduct all  development,  marketing and  distribution  activities,  for all the
products  acquired.  Going  forward,  ModaCAD and Lectra  will work  together to
integrate 3D Visual  Merchant  into  Lectra's  product  lines.  ModaCAD  retains
ownership  of all of its core  technologies.  Lectra  is  granted  an  exclusive
license of the ModaCAD core  technology for the CAD/CAM  markets,  while ModaCAD
will retain rights to exploit the core technology in its core business.
 
3D Visual Merchant is ModaCAD's premier business-to-business  e-commerce tool; a
visual  merchandising and retail space planning tool that enables  manufacturers
and retailers to plan,  visualize,  adjust,  and communicate  merchandising  and
store layout concepts more effectively throughout their organizations and to the
retail  floor.  Using  3D  Visual  Merchant,  store-plans,  brand  concepts  and
merchandising  ideas can be visualized  and  communicated  instantly.  3D Visual
Merchant customers include JCPenney,  Levi Strauss & Co., Duck Head and Tropical
Sportswear.

Maurizio  Vecchione,  president and chief  operating  officer of ModaCAD stated,
"This  agreement  represents  a very  exciting  strategic  inflection  point for
ModaCAD.  As a result of this strategic  relationship,  ModaCAD can now focus on
its core strategies of creating,  marketing and servicing Internet web sites and
other   Internet   applications   for   both   the    business-to-business   and
business-to-consumer  marketplace,  as well as consumer  software for electronic
commerce.  Working with Lectra,  we will be able to set industry  standards  for
enabling technologies ultimately designed to deliver more vendors in fashion and
related industries to the Internet and our e-commerce initiatives."

The  companies  have  further  agreed to  co-operate  in the  marketing of joint
strategies and to co-develop data  interchange  formats to promote the growth of
e-business and e-commerce,  as well as  mass-customization  and  made-to-measure
technologies.  Both companies believe a convergence of Lectra's design solutions
with   ModaCAD's   visualization   technologies   will  provide   retailers  and
manufacturers   with  a  compelling   solution   enabling  them  to  offer  mass
customization  and custom fit programs in industries such as fashion,  footwear,
and  furniture.  As part of the  transaction,  ModaCAD  granted  Lectra  250,000
warrants exercisable for shares of ModaCAD's common stock.
"3D Visual Merchant is a perfect  complement to Lectra's  existing product line"
stated Daniel Harari,  chairman and chief executive  officer of Lectra.  "We can
now offer our clients,  from the largest retailers to product  manufacturers,  a
complete set of comprehensive  solutions that start from product concept to full
retail space planning,  merchandizing and assortment management.  Companies will
be able to create and design  products  on  Lectra's  leading  design  software,
immediately carry the products into merchandising and brand concepts by building
virtual store  settings and instantly  exchanging  data within and outside their
organization. This end-to-end solution formed by 3D Visual Merchant and Lectra's
combined  product  offering - notably  U4ia and  ProStyle  design  software - is
unique in the industry " added Daniel Harari.

Established in 1973, and based in France, Lectra's shares are publicly traded on
the Paris Stock Exchange (Second  Marche).  In 1998  consolidated  revenues were
$209 million, 26% of which were made in North America and 57% in Europe.

ModaCAD  is a premier  developer  and  supplier  of digital  content  management
technology enabling advanced product visualization for electronic commerce.  For
the past 11 years it has leveraged its core, patented rendering  technology into
a variety  of  electronic  merchandising  products  primarily  targeted  at home
design, home furnishings, apparel, and industrial design industries.

                                    SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                                ModaCAD, INC.

Date: March 26, 1999                              By:   /s/  LEE FREEDMAN
                                                     ---------------------------
                                                     Lee Freedman
                                                     Vice President, Finance and
                                                     Chief Financial Officer