SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           FORM 10-K/A Amendment No.1

                        For Annual and Transition Reports
                    Pursuant to Sections 13 or 15 (d) of the
                         Securities Exchange Act of 1934

[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934

For the fiscal year ended June 30, 2002

[ ] 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: 0-14961

                          PRIMESOURCE HEALTHCARE, INC.
             (Exact name of registrant as specified in its charter)

           MASSACHUSETTS                            04-2741310
  (State or other jurisdiction of               (I.R.S. Employer
   incorporation or organization)               Identification No.)

            3700 EAST COLUMBIA STREET - TUCSON, ARIZONA - 85714
            (Address of principal executive offices) (Zip code)

               Registrant's telephone number, including area code:
                                 (520) 512-1100

           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
                                (Title of class)

Indicate by checkmark  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 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  the  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 ]
<PAGE>
The  estimated  aggregate  market  value  of the  voting  common  stock  held by
non-affiliates of the registrant was $1,943,689 as of December 31, 2002. Because
PrimeSource's  common  stock  is not  listed  or  quoted  on an  exchange,  this
computation  is based on an  estimated  market value of $.32 per share of common
stock as of December 31, 2002.

As of December 31, 2002, 22,379,345 shares of common stock, $.01 par value, were
issued and outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

     List hereunder the following documents if incorporated by reference and the
Part of the Form 10-K (e.g.,  Part I, Part II,  etc.) into which the document is
incorporated:


      None.



                                        2
<PAGE>
     The undersigned  registrant  hereby amends the following item of its Annual
Report on Form 10-K for the fiscal  year ended June 30, 2002 as set forth in the
pages attached hereto:

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

(a)  Directors of PrimeSource:

     Following are the names and ages, as of January 29, 2003, of members of our
board of directors and summaries of their backgrounds and business experience.
<TABLE>
<S>                      <C>    <C>             <C>                                          <C>
Name                     Age    Director Since  Position                                     Term Ends
----                     ---    --------------  --------                                     ---------
James W. Hobbs           52     1993            Director                                     2003
William H. Lomicka       65     2001            Director and Chairman of the Board           2004
Larry H. Coleman, Ph.D   59     2001            Director                                     2005
Bradford C. Walker       44     2002            Director, Chief Executive Officer and        2005
                                                President

</TABLE>

                        CLASS III DIRECTOR SERVING A TERM
                       EXPIRING AT THE 2003 ANNUAL MEETING

JAMES W. HOBBS,  DIRECTOR -- Mr. Hobbs has been on our Board of Directors  since
1993.  From March,  1993 to March 1, 2001, Mr. Hobbs served as our President and
Chief  Executive  Officer.  Prior to that,  Mr.  Hobbs was the  Chief  Executive
Officer of Graylyn  Associates from 1992 to 1993,  where he currently  serves as
Chairman.  Graylyn is an investment firm founded by Mr. Hobbs to invest in early
stage medical  technology.  Prior to Graylyn,  Mr. Hobbs served as the President
and Chief  Executive  Officer of Genica  Pharmaceutical  Inc. from 1989 to 1992.
Acquired by Elan  Corporation,  Genica  Pharmaceutical  Inc.  was a  corporation
engaged in providing new diagnostic assays and conducting  therapeutic  research
for neurological  disorders.  Mr. Hobbs was with Johnson and Johnson as the Vice
President and General  Manager of Johnson and Johnson  Professional  Diagnostics
from  1985 to  1989.  Mr.  Hobbs  received  his B.S.  degree  from  Wake  Forest
University and earned his M.B.A. from the University of North Carolina.

                         CLASS I DIRECTOR SERVING A TERM
                       EXPIRING AT THE 2004 ANNUAL MEETING

WILLIAM H.  LOMICKA,  DIRECTOR -- Mr.  Lomicka  was  appointed  to our Board of
Directors on March 2, 2001,  pursuant to our merger with  PrimeSource  Surgical.
Mr. Lomicka is the Chairman of Coulter Ridge Capital, a private investment firm.
From 1989 to 1998,  Mr.  Lomicka was  President  of Mayfair  Capital,  a private
investment firm. Mr. Lomicka,  formerly the Senior V.P. Finance of Humana, Inc.,
presently serves on the boards of numerous  companies,  both public and private.
Representative  companies  include:  Pomeroy  Computer  Resources,  Spectracare,
Medventure  Technologies,  Broadband  Laboratories,  Franklin Health and Counsel
Corporation. Mr. Lomicka graduated from the College of Wooster in Wooster, Ohio,
and earned his M.B.A.  from the Wharton  Graduate  School of the  University  of
Pennsylvania.

                                       3
<PAGE>
                        CLASS II DIRECTORS SERVING A TERM
                       EXPIRING AT THE 2005 ANNUAL MEETING

LARRY H. COLEMAN,  PH.D.,  DIRECTOR -- Dr. Coleman was appointed to our Board of
Directors on March 2, 2001,  pursuant to our merger with  PrimeSource  Surgical.
Dr. Coleman is the founder and Managing General Partner of Coleman Swenson Booth
Inc., a private venture capital fund  established in 1986. Dr. Coleman began his
venture  capital  career in 1983 as  President of HCA  Capital,  a  wholly-owned
subsidiary of Columbia/HCA Healthcare  Corporation.  Dr. Coleman has served as a
director on the boards of over 20  companies  and is currently a board member of
MediSphere  Health Partners,  Inc.,  LifeMetrix,  Inc.,  ClearTrack  Information
Network,  Inc., and Active Services Corporation.  Dr. Coleman graduated from the
University  of  North  Carolina  with an A.B.  and  earned  his  Ph.D.  from the
University of South Dakota.

BRADFORD C. WALKER, PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR - Mr. Walker
has over twenty years of experience managing and advising companies in a variety
of  industries.  Mr.  Walker has served as our  President  since October 2001, a
Director since May 16, 2002 and our Chief  Executive  Officer since August 2002.
Prior to his  permanent  position  with us,  Mr.  Walker had served as our Chief
Restructuring Officer since October 2001. Prior to his work at PrimeSource,  Mr.
Walker was a Managing Director with Corporate  Revitalization Partners from 2000
to 2001, where he consulted companies undertaking a restructuring.  From 1988 to
2001 (as an independent  consultant and in association with numerous  consulting
firms),  Mr.  Walker  led or  participated  in  over 30  corporate  turnarounds,
including as Chief  Executive  Officer of a company  which filed for  bankruptcy
protection in 2001. In addition,  Mr. Walker guaranteed certain loans and leases
for a company in which he was the sole  stockholder and, as a result of defaults
on such  obligations  by the company and threats of claims  against him based on
such  obligations,  Mr.  Walker was  involved in a bankruptcy  proceeding  which
commenced in 2002. From 1983-1988,  Mr. Walker was a partner with Beane Walker &
Co where he was  responsible  for its "high tech" venture  capital  investments.
During that time,  Mr.  Walker also served as president of InCare,  the nation's
first PC based  intranet-billing  network for  physicians.  Mr. Walker began his
career in 1980 at Arthur  Andersen & Co.  Mr.  Walker  graduated  cum laude from
Baylor  University  with a  bachelors  degree  in  Business  Administration  and
Computer Sciences.


(b)  Executive Officers of PrimeSource:

     Following  are the names and ages, as of January 29, 2003, of our executive
officers,  their  positions  and, for our executive  officers which are not also
directors, summaries of their backgrounds and business experience.
<TABLE>
<S>                          <C>      <C>
Name                         Age      Position
Bradford C. Walker           44       President, Chief Executive Officer and Director
Joseph H. Potenza            56       Senior Vice President of Sales & Marketing
Shaun D. McMeans             41       Chief Financial Officer and Senior Vice President Corporate Development
Samuel M. Stein              63       General Manager, Luxtec Illumination Division
Bruce R. Hoadley             44       Regional Vice President, Surgical Southeast Region
Scott F. Billman             46       Regional Vice President, Surgical Central Region
Mark A. Jungers              50       Regional Vice President, Critical Care
Peter A. Miller              57       Regional Manager, Critical Care
</TABLE>
                                        4
<PAGE>
JOSEPH H. POTENZA,  SENIOR VICE PRESIDENT OF SALES & MARKETING - Mr. Potenza has
over twenty-five years of experience in the medical supply industry. Mr. Potenza
has served as our Senior Vice President of Sales & Marketing  since December 21,
2001.  Prior to that,  Mr. Potenza had served as our Vice President of Corporate
Accounts since February 2001. Prior to joining PrimeSource in February 2001, Mr.
Potenza worked for McKessonHBOC as Vice President of their Corporate Program and
Medibuy  where he was  responsible  for their  National  Accounts and  Corporate
Program.  Mr. Potenza spent 20 years with American Hospital Supply Corporation /
Baxter   Healthcare   Corporation  from  1977  to  1997  beginning  as  a  Sales
Representative  and culminating as the Eastern Region President,  running a $750
million  distribution   business  with  650  employees  and  seven  distribution
facilities. He received his bachelor's degree from Norwich University and an MBA
from Central Michigan University.

SHAUN D. MCMEANS,  CHIEF FINANCIAL OFFICER,  CHIEF OPERATING OFFICER AND CLERK -
Mr.  McMeans has over 18 years  experience  in  manufacturing  and  distribution
businesses,  specializing  in financial  management,  accounting  and  corporate
development.  Prior to  being  named  our  Chief  Financial  Officer  and  Chief
Operating  Officer in January  2002,  Mr.  McMeans  had also  served as our Vice
President of Operations and Corporate  Controller.  Prior to joining PrimeSource
in April 2000, Mr. McMeans held a number of financial and operational  positions
with Burnham  Corporation,  a leading  domestic  manufacturer and distributor of
residential  and  commercial  boilers for  residential  heating  and  commercial
process  applications.  He holds a  bachelor's  degree  in  accounting  from The
Pennsylvania State University and is a certified public accountant. He began his
career in public accounting with the former Peat, Marwick, Mitchell and Company.

SAMUEL M. STEIN, GENERAL MANAGER - LUXTEC ILLUMINATION  DIVISION - Mr. Stein has
an extensive  background in the development of young,  high growth,  technically
oriented companies. Prior to becoming the General Manager of the Luxtec Division
in March 2001, Mr. Stein served as Luxtec's Chief  Financial  Officer.  Prior to
joining Luxtec in 1993, Mr. Stein served as Chief  Operating and Chief Financial
Officer  of  Mitrol,  Inc.  of  which he was  also  co-founder.  He has held the
position of Chief Financial  Officer with companies ranging from young start-ups
to subsidiaries  of Fortune 500  corporations.  He holds a bachelor's  degree in
Business Administration from the University of Toledo.

BRUCE R. HOADLEY,  REGIONAL VICE  PRESIDENT -  PRIMESOURCE  SURGICAL,  SOUTHEAST
REGION - Mr.  Hoadley has an extensive  background in med-surg and critical care
product sales and management.  Prior to becoming the Regional Vice President and
Manager of our Surgical business in the Southeastern United States in June 1999,
Mr. Hoadley served as the Sales Manager for Futuretech, a leading distributor of
specialty  medical  products to the surgical market in the  Southeastern  United
States.  PrimeSource  Surgical  acquired  Futuretech in June 1999.  Mr.  Hoadley
joined Futuretech in 1991. Prior to joining  Futuretech,  Mr. Hoadley held sales
management  positions with Kendall  Healthcare and Devon.  He holds a bachelor's
degree in marketing from the University of Alabama.


                                       5
<PAGE>
SCOTT F.  BILLMAN,  REGIONAL  VICE  PRESIDENT -  PRIMESOURCE  SURGICAL,  CENTRAL
REGION - Mr. Billman has extensive experience in sales, marketing and operations
management. Prior to joining PrimeSource in March 2002, Mr. Billman held several
management  positions in the  healthcare  industry.  He most recently  served as
Senior Vice President,  Product Marketing for Medi-buy, Inc. Mr. Billman holds a
bachelor's degree and an MBA from Bowling Green State University.

MARK A.  JUNGERS,  REGIONAL  VICE  PRESIDENT -  PRIMESOURCE  CRITICAL CARE - Mr.
Jungers has an  extensive  background  in  medical-surgical  and  critical  care
product sales and management.  Prior to becoming the Regional Vice President and
Manager of our Critical Care business in the Southeastern  United States in June
1999, Mr. Jungers served as the Sales Manager for Bimeco, a leading  distributor
of specialty  medical  products to the critical care market in the  Southeastern
United States.  PrimeSource  Surgical  acquired Bimeco in June 1999. Mr. Jungers
joined  Bimeco in 1979.  Prior to joining  Bimeco,  Mr.  Jungers  held sales and
marketing positions with  Extracorporeal  Medical Division of Johnson & Johnson.
He  holds  a  bachelor's  degree  in  Business   Administration  from  Marquette
University.

PETER A. MILLER,  REGIONAL MANAGER - PRIMESOURCE  CRITICAL CARE - Mr. Miller has
an extensive background and over 30 years experience in the medical distribution
industry.  Prior to becoming the Regional  Manager of our Critical Care business
in the  Northeastern  United  States in  December  2000,  Mr.  Miller  served as
President  of New  England  Medical  Specialties,  a company he founded in 1985.
PrimeSource  Surgical acquired New England Medical Specialties in December 2000.
Prior to founding New England Medical Specialties,  Mr. Miller held positions in
sales and upper management with Foster Medical.

                                       6

<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.



                                    PRIMESOURCE HEALTHCARE, INC.



                                    By       /s/ Bradford C. Walker
                                             --------------------------
                                             Bradford C. Walker, President and
                                             Chief Executive Officer

February 6, 2003


<PAGE>
     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.

Signature                        Title                                 Date

 /s/ William H. Lomicka          Director                     February 6, 2003
------------------------
William H. Lomicka

/s/ Larry H. Coleman             Director                     February 6, 2003
------------------------
Larry H. Coleman

/s/ Bradford C. Walker           President, Chief             February 6, 2003
------------------------         Executive Officer, Director
Bradford C. Walker

                                 Director                     February 6, 2003
------------------------
James W. Hobbs

/s/ Shaun McMeans                Chief Financial Officer,     February 6, 2003
------------------------         Chief Operating Officer
Shaun McMeans                    And Treasurer



<PAGE>
I, Bradford C. Walker, certify that:

     1. I  have  reviewed  this  annual  report  on  Form  10-K  of  PrimeSource
Healthcare, Inc.;

     2. Based on my  knowledge,  this annual  report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;


Date: February 6, 2003


                            /s/ Bradford C. Walker
                            --------------------------
                            Name:  Bradford C. Walker
                            Title: President and Chief Executive
                                   Officer


<PAGE>
I, Shaun McMeans, certify that:

     1. I  have  reviewed  this  annual  report  on  Form  10-K  of  PrimeSource
Healthcare, Inc.;

     2. Based on my  knowledge,  this annual  report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;


Date: February 6, 2003

                            /s/ Shaun McMeans
                            --------------------------
                            Name:  Shaun McMeans
                            Title: Chief Operating Officer
                                   and Chief Financial Officer