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

                                   FORM 10-K/A

[x]  Annual Report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934 [Fee required]

                    For the fiscal year ended July 31, 1996


[ ]  Transition Report pursuant to Section 13 or 15(d) of the Securities 
     Exchange Act of 1934 [No fee required]
     For the transition period from ____ to ___

                        Commission file number:  0-22974

                              CMC INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)

DELAWARE                                           62-1434910
(State of incorporation)                           (IRS Employer Identification 
                                                   No.)


4950 PATRICK HENRY DRIVE, SANTA CLARA, CA          95054
(Address of principal executive offices)           (Zip Code)


     Registrant's telephone number, including area code:  (408) 982-9999

Securities registered pursuant to Section  12(b) of the Act:  None.

Securities registered pursuant to Section 12(g) of the Act:  Common Stock, $.01
par value per share

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.
    [ ]     [ ]
     X
    Yes     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 or any amendment to
this Form 10-K [ X ]

State the aggregate market value of the voting stock held by non-affiliates of
the registrant:   $34,924,833 at October 8, 1996.

Shares of Common Stock, $.01 par value per shares outstanding at September 30,
1996: 6,665,946

                      DOCUMENTS INCORPORATED BY REFERENCE

Documents incorporated by reference and the Part of the Form 10-K into which
the document is incorporated:

Portions of the Proxy Statement relating to the 1996 Annual Meeting of
Shareholders:   Part III

Portions of the 1996 Annual Report to Shareholders:   Part II


<PAGE>   2



ITEM 3. LEGAL PROCEEDINGS.


     In December 1993, the Company retained the services of an industrial
safety consultant to assist in quantifying the potential exposure to the
Company in connection with clean-up and related costs of a former manufacturing
site, commonly known as the ITT Telecommunications site in Milan, Tennessee and
more particularly described as a 50.1 acre tract surveyed by Construction
Layout Service of Milan, Tennessee.  The consultant initially estimated that
the cost to remove the contaminated soil and deliver it to an appropriate
hazardous waste site would be approximately $200,000.  Based upon this advice,
the Company subsequently entered into a voluntary agreement to investigate the
site with the Tennessee Department of Environment and Conservation.  In
addition, the Company agreed to reimburse a tenant of the site $115,000 for
expenditures previously incurred to investigate environmental conditions at the
site.  The Company recorded a total provision of $320,000 based on these
estimates.  In fiscal 1995, an environmental expert concluded that the cost of
a full study combined with short and long-term remediation of the site may cost
between $3 and $4 million.  During fiscal 1996 the State of Tennessee's
Department of Environment and Conservation named certain potentially
responsible parties ("PRPs") in relation to the former facilities.  The Company
was not named as a PRP.  However, Alcatel, Inc., a PRP named by the State of
Tennessee's Department of Environment and Conservation and a former owner of
the Company, is seeking indemnification from the Company.  To date, Alcatel has
not filed any legal proceedings to enforce its indemnification claim.  However,
there can be no assurance that Alcatel will not initiate such proceedings or
that any other third parties will not assert claims against the Company
relating to remediation of the site.  In the event any such proceedings are
initiated or any such claim is made, the Company believes it has numerous
defenses which it will vigorously assert.  There can be no assurance that if
any proceedings are initiated or any such claim is asserted, defense or
resolution of such matter will not have a material adverse effect on the
Company's financial position or results of operations.

     The Company is involved from time to time in litigation incidental to its
business.  Management believes that the outcome of current litigation will not
have a material adverse effect upon the results of operations or financial
condition of the Company and will not disrupt the normal operations of the
Company.


ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

     None.




                                      7
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                                    PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(1) EXHIBITS
<TABLE>
<CAPTION>
Exhibit         Description
Number          -----------
<S>             <C>
3.1*            Restated Certificate of Incorporation.

3.2*            Amended and Restated Bylaws.

4.1*            Form of Common Stock Certificate.

4.2***          Securities Purchase Agreement, dated as of May 15, 1996, by and between the Company and each of the 
                investors listed therein.

10.1*           Agreement and Plan of Reorganization between CMC Industries, Inc. and International Telecommunication 
                Asia PTE, Ltd. dated as of October 2, 1993.

10.2*           Lease Agreement between The Board of Supervisors of Alcorn County, Mississippi and International 
                Telephone and Telegraph Corp. dated August 1, 1961, as amended and supplemented and related documents.

10.3*           Lease Agreement between Corinth Telecommunications Corp. (now known as CMC Manufacturing, Inc.) and
                Douglas Jumper and Truitt Stockton d/b/a Jumper-Stockton Warehouses for the Pinecrest Road warehouse
                dated October 20, 1992.

10.4*           Lease Agreement between Corinth Telecommunications Corp. (now known as CMC Manufacturing, Inc.) and
                Douglas Jumper and Truitt Stockton d/b/a Jumper-Stockton Warehouses for the Sawyers Road warehouse
                dated October 20, 1992.

10.5*           Lease Agreement between Lincoln N.C. Realty Fund, Incorporated and Topaz Industries, Inc. dated April 8,
                1991.

10.6*           Loan and Security Agreement dated August 23, 1993 between CMC Manufacturing, Inc. and Continental
                Bank, N.A. and related documents.

10.7*           License Agreement between ITT Corporation and ITT Telecom Products Corporation (now known as CMC
                Manufacturing, Inc.) dated December 30, 1986.

10.8*           Manufacturing Agreement between Cortelco International, Inc. and CMC Manufacturing, Inc. dated October
                7, 1993.

10.9*           Purchase Agreement between GTE Communication Systems Corporation and CMC Manufacturing, Inc.
                dated April 1, 1994.

10.10*          Commercial Promissory Notes between Topaz Industries, Inc. and Bank of Communications dated January 2,
                1992 and February 9, 1993.

10.11*          Agreement between Cortelco International, Inc. and CMC Manufacturing, Inc. dated as of September 1,
                1993.

10.12*          Cortelco USA, Inc. (now known as CMC Manufacturing, Inc.) Profit Sharing Savings Plan and Trust for
                Salaried Employees.

10.13*          Hourly Pension Plan for Employees of ITT Telecom Products Corporation (now known as CMC
                Manufacturing, Inc.) at Corinth.

10.14*          CMC Industries, Inc. 1990 Equity Incentive Plan, as amended and restated.

10.15*          Form of Indemnification Agreement between CMC Industries, Inc. and certain officers and directors.

10.16**         Lease Agreement between Guzik Investments, L.P. and CMC Industries dated June 14, 1995.

13.1            1996 Annual Report to Shareholders.

21.1+           Subsidiaries of the Registrant.

23.1+           Consent of Independent Accountants.

27              Financial Data Schedule (for SEC use only)
</TABLE>






<PAGE>   4


+    Filed Previously
*    Incorporated by reference to exhibits filed with the Registrant's
     Registration Statement on Form S-1, Registration No. 33-70126.
**   Incorporated by reference to exhibits filed with the Registrant's Annual
     Report on Form 10-K for the year ended July 31, 1995.
***  Incorporated by reference to exhibits filed with the Registrant's Current
     Report on Form 8-K filed the Securities and Exchange Commission on May 24,
     1996.

(2)  FINANCIAL ON STATEMENTS AND SCHEDULES

     Consolidated Financial Statements of CMC Industries, Inc. and subsidiaries

       Consolidated Balance Sheets as of July 31, 1996 and 1995              
       Consolidated Statements of Income for the Years Ended July 31, 1996, 
       1995 and 1994                                                         
       Consolidated Statements of Changes In Stockholders' Equity for the Years
       Ended July 31, 1996, 1995 and 1994                                     
       Consolidated Statements of Cash Flows for the Years Ended July 31, 1996,
       1995 and 1994                                                         
       Notes to Consolidated Financial Statements                            
       Report of Independent Accountants                                     

     The Financial Statements are hereby incorporated by reference to pages 17
to 35 of the Company's 1996 Annual Report to Shareholders.  Such Annual Report
is filed as exhibit 13.1 hereto.

     All schedules specified by the Securities and Exchange Commission are
inapplicable or omitted pursuant to Regulation S-X since the information is
included in the Consolidated Financial Statements or related notes.

(3)  REPORTS ON FORM 8-K

     The Company filed a Current Report on Form 8-K with the Securities and
Exchange Commission on May 24, 1996, reporting the consummation of a placement
to private investors of an aggregate of 436,037 shares of the Company's Common
Stock and Warrants to purchase an aggregate of 168,963 shares of the Company's
Common Stock, which are exercisable at $7.50 per share.  The purpose of the
offering was principally to provide additional financial flexibility to take
advantage of business opportunities as they arise.


<PAGE>   5



                                   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.


                                        CMC INDUSTRIES, INC.


                                        /s/ Matthew G. Landa
                                        ------------------------------------
Date:  October 28, 1996                 Matthew G. Landa,  President,
                                        Chief Executive Officer and Director


     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.

<TABLE>
<CAPTION>
     Signature                  Title                         Date
     ---------                  -----                         ----
<S>                             <C>                           <C>
/s/ David S. Lee                Chairman of the Board         October 28, 1996 
----------------------------
David S. Lee

/s/ Matthew G. Landa            President, Chief Executive    October 28, 1996
----------------------------    Officer and Director
Matthew G. Landa                                    

/s/ Andrew J. Moley             Executive Vice President,     October 28, 1996
----------------------------    Chief Financial Officer and     
Andrew J. Moley                 Director                        
                                                           
/s/ Ira Coron                   Director                      October 28, 1996
----------------------------
Ira Coron

/s/ Frederick W. Gibbs          Director                      October 28, 1996
----------------------------
Frederick W. Gibbs

/s/ Charles Holloway            Director                      October 28, 1996
----------------------------
Charles Holloway
</TABLE>