<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-K

            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                     For the fiscal year ended July 31, 1997

                                       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: 0-25554

                           Continental Circuits Corp.
             (Exact name of registrant as specified in its charter)

          Delaware                                               86-0267198 
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                3502 East Roeser Road, Phoenix, Arizona    85040
              (Address of principal executive offices)   (Zip Code)

        Registrant's telephone number, including area code: 602-268-3461

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

         As of October 20, 1997, 7,261,239 shares of Common Stock were
outstanding, and the aggregate market value of the Common Stock (based upon the
$18.75 closing sale price on that date in the Nasdaq National Market) held by
nonaffiliates (excludes shares reported as beneficially owned by directors and
officers - does not constitute an admission as to affiliate status) was
approximately $123,869,325,

                       DOCUMENTS INCORPORATED BY REFERENCE

<TABLE>
<CAPTION>
                                                                                Part of Form 10-K Into Which Portions of
              Document                                                                 Document are Incorporated
<S>                                                                             <C>                                
Annual Report to Shareholders for the fiscal ended year ended July 31, 1997                       Part II 
Proxy Statement for 1997 Annual Meeting of Shareholders                                           Part III
</TABLE>
<PAGE>   2
                                     PART I

     The following discussion should be read in conjunction with, and is
qualified in its entirety by, the Company's Financial Statements and the Notes
thereto included in the Company's 1997 Annual Report to Shareholders. Historical
results are not necessarily indicative of trends in operation results for any
future period.

     Except for the historical information contained herein, the discusion in
this Form 10-K contain or may contain certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995, and
the Company intends that such forward-looking statements be subject to the safe
harbors created thereby. The forward-looking statements included herein are
based on current expectations that involve a number of risks and uncertainties,
and on assumptions that involve judgments with respect to, among other things,
future economic, competitive and market conditions, and future business
decisions, all of which are difficult or impossible to predict accurately and
many of which are beyond the control of the Company. Although the Company
believes that the assumptions underlying the forward-looking statements, many of
which are beyond the control of the Company, are reasonable, any of the
assumptions could prove inaccurate and, therefore, there can be no assurance
that the results contemplated in forward-looking information will be realized.
Important factors which may cause actual results to differ materially from those
contemplated or implied by such forward-looking statements are discussed in more
detail in this Form 10-K and the Company's 1997 Annual Report to Shareholders.
In light of the significant uncertainties inherent in the forward-looking
information included herein, the inclusion of such information should not be
regarded as a representation by the Company or any other person that the
objectives or plans of the Company will be achieved.

Item 1.   Business.

GENERAL

Continental Circuits Corp. (the "Company" or "Continental") manufactures complex
multilayer, surface mount circuit boards used in sophisticated electronic
equipment in the computer, communications, instrumentation and industrial
controls industries. The Company's circuit boards are used principally in
workstations, desktop and notebook computers, computer networking products,
storage devices, medical equipment, cellular telephones and pagers.

Circuit boards, also called printed circuit boards or printed wiring boards, are
essential components in virtually all sophisticated electronic products. The
circuit board is the basic platform used to interconnect and mount electronic
components such as microprocessors, resistor networks and capacitors. Circuit
boards consist of copper traces on an insulating (dielectric) base, which
provide electrical interconnections for electronic components. The development
of more sophisticated electronic equipment by original equipment manufacturers
("OEMs") combining higher performance and reliability with reduced size and cost
has created a demand for increased complexity, miniaturization and density in
the circuit traces. In response to this demand, multilayer boards have been
developed in which several layers of circuitry are laminated together to form a
single board with both horizontal and vertical electrical interconnections.
Further circuit board sophistication is currently being achieved by utilizing
advanced materials, decreasing the width and separation of the traces, drilling
smaller holes to connect the internal trace layers and precisely situating the
traces and pads on the board surface to accommodate surface mount components. In
fiscal 1997, multilayer surface mount circuit boards comprised approximately 97%
of the Company's net sales.

Suppliers to the worldwide circuit board market consist of independent merchant
manufacturers such as the Company ("merchant manufacturers") and captive
manufacturing facilities owned by OEMs ("captive manufacturers"). The Institute
for Interconnecting and Packaging Electronic Components ("IPC"), an
international trade association, estimates that the worldwide market for all
types of circuit boards was $29.7 billion in 1996, of which the U.S. market
comprised $7.7 billion. According to the IPC, in 1996 OEMs purchased
approximately 87% of their total circuit board requirements from merchant
manufacturers, compared to approximately 62% in 
<PAGE>   3
1988. This increasing market share for merchant suppliers is the result of a
trend among OEMs toward greater outsourcing of their circuit board requirements.

The Company sells its products primarily to leading OEMs and contract
manufacturers in the United States and abroad. The Company has focused its
marketing efforts on the development of strategic relationships with key
customers who are leaders in their industries and who utilize the most advanced
circuit board technology. The Company's principal customers include OEMs such as
Hewlett-Packard, Digital Equipment, IBM, Rockwell International/Allen-Bradley
and Compaq Computer and contract manufacturers such as Solectron, SCI Systems,
Jabil Circuit and Electronic Assembly. During fiscal years 1995, 1996 and 1997,
exports to the foreign operations of U.S.-based customers, primarily in
Singapore, Puerto Rico, Ireland and the United Kingdom, accounted for 31.2%,
27.3% and 26.2% of net sales respectively.

The Company was redomesticated in Delaware by merger in September 1987 and is
the successor to an Arizona corporation of the same name which was formed in
1972. The Company's executive offices are located at 3502 East Roeser Road,
Phoenix, Arizona and its telephone number is (602) 268-3461.

In April 1997, the Company acquired the assets and assumed certain liabilities
of a division of Radian International LLC. Radian owned and operated an
electronic panel business in Austin, Texas. The Company periodically discusses
with third parties the possible acquisition of technology, product lines and
businesses in the circuit board business and from time to time enters into
letters of intent that provide the Company with an exclusivity period during
which it considers possible acquisitions.

CUSTOMERS AND MARKETS

Set forth below is a description of the Company's markets, representative
customers (listed alphabetically) and end product applications:

<TABLE>
<CAPTION>
   MARKETS                              CUSTOMERS                                   APPLICATIONS
   -------                              ---------                                   ------------
<S>                           <C>                                          <C>
Computers                     Bay Networks                                 Workstations, desktop computers,
                              Cisco Systems                                notebook and portable computers,
                              Compaq Computer                              servers and other computer network
                              Digital Equipment Corporation                products, midrange and mainframe
                              Hewlett-Packard Company                      computers
                              International Business Machines
                              Corporation
                              Sun Microsystems, Incorporated*
                              U.S. Robotics Access Group
                              3-COM*

Memory and Storage            Digital Equipment Corporation                2.5", 3.5" and 5.25" disk drives,
   Devices                    Exabyte Corporation                          PCMCIA products, tape drives,
                              Hewlett-Packard Company                      optical drives, SIMMs, mass storage
                              International Business Machines              products
                              Corporation
                              Quantum Corporation
                              Western Digital

Peripherals                   International Business Machines              Printers, office equipment, modems,
                              Corporation                                  option cards
                              QMS, Inc.
</TABLE>


                                        3
<PAGE>   4
<TABLE>
<S>                           <C>                                          <C>
Communications                AT&T Corp./Lucent Technologies               Telephone switching and transmission
                              Dictaphone Corporation                       systems, global navigation products,
                              Digital Switch Americas/Asia, Inc.           satellite and microwave transmission
                              Elex/Telrad                                  products, cellular telephones, pagers,
                              Motorola, Inc.                               wireless communications products
                              Northern Telecom Ltd./Nortel
                              Olicom A/S

Instrumentation and           Hewlett-Packard Company                      Test and measurement equipment,
  Industrial Controls         Lockheed-Martin Corporation                  flight controls, medical equipment,
                              Rockwell International/Allen-Bradley         machine and process control systems
</TABLE>

* Serviced by the Company solely through one or more contract manufacturers.


         Markets

         Set forth below is a table showing the percentage of the Company's
total net sales attributable to the indicated markets for fiscal years 1995,
1996 and 1997, together with a brief description of each market.

<TABLE>
<CAPTION>
                                                          FISCAL YEAR ENDED
                                                                JULY 31,
                                                      --------------------------
<S>                                                   <C>        <C>        <C> 
MARKETS                                               1995       1996       1997
Computers .....................................        37%        49%        48%
Memory and storage devices ....................        29         14          8
Communications ................................        14         21         24
Instrumentation and industrial controls .......        11         13         12
Peripherals ...................................         9          3          8
                                                      ---        ---        ---
         Totals ...............................       100%       100%       100%
</TABLE>


         Computers. This segment includes computer workstations, desktop
computers, notebook computers, docking stations and PDAs. The desktop computers
which have served as the link to local area networks (LANs) in offices,
factories and universities are being replaced by more powerful computers capable
of national and global networking. In addition, increased functionality and
portability is rapidly expanding the notebook computer market, associated
Internet applications and a variety of other on-line services.

         Memory and Storage Devices. Disk drives are used in desktop computers,
disk array and mass storage systems. In addition, the increasing variety and
complexity of available software requires more memory capability, which is being
satisfied with more powerful disk drives, CD ROM and plug-in, "credit card" size
memory modules. The Personal Computer Memory Card International Association
("PCMCIA") has created standards for these memory modules, which are tailored to
the mobile computing market. An industry source projects that total shipments of
these memory modules will increase significantly through the year 2000.

         Communications. The increasingly popular portable communications
products such as cellular phones and pagers require sophisticated circuit
boards. In addition, cellular telephones are expected to become a feature
incorporated into notebook computers. Global navigation systems and, with the
introduction of low level satellites, wireless communications and computing are
expected to further expand this market segment.

         Instrumentation and Industrial Controls. This segment includes test and
measurement equipment widely used in the medical and avionics industries,
including monitoring equipment, flight controls, and navigational


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<PAGE>   5
instrumentation. The applications for machine and process control systems are
increasing as automation and monitoring continues to replace certain manual
processes.

         Peripherals. This segment includes office equipment such as color laser
printers, scanners and sophisticated "copy centers" which are networked with
desktop computers and add-on option cards to expand graphics, sound, fax/modem
and networking capabilities. Approximately two-thirds of PCMCIA cards sold today
are for such peripheral applications.

         Contract Manufacturing. In addition to direct sales to OEMs, the
Company also sells to contract manufacturers. Contract manufacturing has
experienced dramatic growth in recent years as OEMs have determined that they
can earn higher rates of return by concentrating on research and development and
product marketing rather than manufacturing capabilities. In addition, contract
manufacturers aid OEMs in dealing with short product development and life cycles
by providing the specialized expertise and infrastructure to permit products to
be introduced more quickly. Continental's sales to contract manufacturers during
fiscal 1997 were 28% of net sales.

         The Company's principal contract manufacturing customers include
Solectron Corporation, SCI Systems, Jabil Circuit, Electronic Assembly, Elex,
Digital Equipment, and XeTel.

SALES AND MARKETING

         The Company markets its products through a direct non-commissioned
sales force of 16 people who focus on specific customers without regard to
territory. Each sales person is teamed with a customer quality engineer to
provide additional technical support to the customer. Ten sales people operate
out of the Phoenix office. Additional sales offices are maintained in Salem, New
Hampshire; Huntsville, Alabama; Santa Clara, California; Austin, Texas; Houston,
Texas; and Singapore.

         The Company concentrates its marketing activities on a select number of
OEMs with sizable complex multilayer, surface mount circuit board requirements.
Sales to Hewlett-Packard and Compaq Computer represented approximately 20% and
15% of total net sales, respectively, in fiscal 1997 and the Company's ten
largest customers accounted for approximately 75% of net sales in that year.
Concentrating on a selected number of leading OEMs allows the Company to target
a market and product mix which enhances manufacturing efficiency and
profitability.

         International sales accounted for 31.2%, 27.3% and 26.2% of total net
sales in fiscal years 1995, 1996 and 1997 respectively. Substantially all the
Company's international sales are direct sales to the foreign operations of
United States-based customers, primarily in Singapore, Puerto Rico, Ireland and
the United Kingdom. The Company maintains sales and technical support offices in
Singapore.

         The Company's products are typically sold on 30-day terms. The Company
offers no formal warranty but generally adheres to a 30-day replacement policy
of products with defects in materials or workmanship. Replacement costs in 
fiscal 1997 were less than $250,000.

MANUFACTURING AND ENGINEERING

         The production of complex multilayer, surface mount circuit boards is a
complicated sequential process. This process requires the extensive use of a
variety of manufacturing operations including graphic operations such as
photoprinting, screen printing, and phototool generation; chemical operations
such as electroplating and etching; mechanical operations such as drilling and
routing; and electronic operations such as CAD/CAM, automated optical inspection
and electrical testing. The equipment and processes used are highly specialized,
and the Company believes its equipment is among the most modern and advanced in
the United States.

         The Company embraces Total Quality Management (TQM) techniques in its
daily operations. The Company's quality management system has been ISO-9002
certified since 1992, including recertification to the stricter 1994 standards
in December 1994.


                                        5
<PAGE>   6
         The Company believes that its high level of capital investment and its
manufacturing expertise in a number of specialized areas has contributed to its
position as a leader in the production of commercial volumes of complex
multilayer, surface mount circuit boards in the United States. The Company
believes that its capabilities in the following areas are of special importance:

         CAD/CAM. Continental receives customer generated CAD (computer aided
design) data by telephonic data transmission directly to its CAM (computer aided
manufacturing) system. This enables the Company to incorporate customer design
modifications more effectively and to enhance manufacture ability and board
quality on an interactive basis. It also improves customer service and enhances
the Company's ability to work closely with its customers early in the product
design phase. After modification, design data is transferred to a phototool
(film or glass) using a laser plotter. In addition, the CAD data provides the
information in digital format for phototooling and to program the drilling
machines, automated optical inspection equipment, routing machines and
electrical test equipment.

         Sophisticated Tooling System. The dimensional accuracy and
layer-to-layer registration precision required to produce complex multilayer,
surface mount circuit boards often necessitates the use of an image medium
unaffected by variations in temperature and humidity. To achieve this accuracy
and precision, the Company fabricates glass phototooling for use in the
manufacturing imaging process.

         Drilling Equipment. Complex multilayer, surface mount circuit boards
require a large number of small (from .020" to .007" diameter) holes. The
Company has highly sophisticated drilling equipment capable of drilling more
than 50 million holes daily.

         Automatic Inspection and Test Equipment. The Company utilizes automatic
optical inspection ("AOI") and electrical test equipment to ensure the circuit
patterns meet customer specifications. In the AOI process, customer data is used
as the criteria to compare the optical findings on the production circuit board
to the digitized pattern in memory. The key parameters inspected are line
widths, pad sizes and line spacing.

         Management Information System. The Company has a management information
system designed to provide the information necessary for improving quality,
delivery and throughput in the production process. The Company utilizes this
system to track products on a real time basis (as opposed to batch processing)
and to record product process history. The electronically stored information
provides the data necessary for analysis and continual process improvement.

         The Company has developed proprietary techniques and manufacturing
expertise, particularly in the area of complex multilayer, surface mount circuit
boards. The Company has no patents for these proprietary techniques and chooses
to rely on trade secret protection. The Company believes that although such
techniques and expertise are subject to misappropriation or obsolescence,
development of improved methods and processes and new techniques by the Company
will continue on an ongoing basis as dictated by the technological needs of the
business. Current areas of manufacturing process development include reducing
circuit widths and hole sizes, providing increased registration control,
developing processes for ultra-fine pitch surface mount applications and thinner
multilayer product, increasing the plating aspect ratio, implementing
alternative surface finishes, and developing new materials applications.

         The circuit boards manufactured by the Company require clean
environments to ensure high yields. The Company utilizes clean rooms in areas
where tiny particles can create defects on the circuit pattern. As circuit
densities increase and line widths and spaces decrease, only those manufacturers
having extremely clean manufacturing areas, such as those used by the Company,
will be capable of producing these technologically complex products.


                                       6
<PAGE>   7
         Manufacturing occurs primarily on a three-shift, five-day-a-week
schedule with the weekend used for routine preventive maintenance and limited
production as required, although testing and innerlayer operations are conducted
on a seven-day-a-week schedule. The manufacturing workforce is well-trained,
providing a solid foundation for improvements in cycle time, cost and quality.

SUPPLIER RELATIONSHIPS

         In order to reduce lead times and inventory carrying costs, to enhance
the quality and reliability of its supply of raw materials and to reduce
transportation and other logistics costs, the Company has entered into strategic
relationships with certain of its suppliers of laminates, drill bits and other
raw materials which result in annual fixed price agreements.

         The Company's raw materials inventory is small in comparison to sales
and must be regularly and rapidly replenished. The Company uses "just-in-time"
procurement practices to maintain its raw materials inventory at low levels. The
raw materials used on the Company's products consist mainly of laminate and
partially cured epoxy glass, copper-clad epoxy glass, copper foil, and inorganic
chemicals. The Company works closely with its suppliers to incorporate
technological advances in the raw materials it purchases. Although the Company
prefers certain suppliers for some raw materials, multiple sources exist for all
materials. Adequate amounts of all raw material have been available in the past
and the Company believes this will continue in the future.

BACKLOG

         The Company defines backlog as orders for products which the Company
believes to be firm with shipment dates within the next twelve months, the
majority of which is scheduled for shipment within 90 days. At July 31, 1997,
the Company's backlog was approximately $19.5 million as compared to $16.3
million at July 31, 1996. The increase reflects the strength experienced during
the latter half of the fiscal year. Backlog has increased, as the book to bill
ratio has exceeded 1.0 since the end of fiscal 1997. The backlog is subject to
various cancellation terms depending primarily on percent of completion and
material purchased or utilized.

COMPETITION

         The market for printed circuit boards in the United States is
fragmented and very competitive. According to the IPC, there are approximately
700 companies producing circuit boards in the United States. The Company
competes primarily against other merchant manufacturers. There are no dominant
manufacturers in the segment of the industry served by Continental, and the
Company believes that relatively few producers in the United States have the
technological competence and facilities to produce complex multilayer, surface
mount circuit boards in commercial volumes. Primary merchant competitors of the
Company are domestic and include Johnson Matthey (Advance Circuits, Inc.), Hadco
Corporation, Merix Corporation and Praegitzer Incorporated plus a limited number
of companies in the Far East such as Compeq and Topan. A number of the Company's
competitors are larger than the Company and have greater financial, marketing
and other resources.

         The market for printed circuit boards is characterized by competitive
factors such as product quality, technological capability, responsiveness to
customers in delivery and service, and price. The Company believes that
competition in the market segments served by the Company is based on product
quality, delivery and price. The Company competes on the basis of the customer's
total cost of acquisition, which includes tangibles such as unit cost and
quality, and intangibles such as flexibility, capacity forecasting,
responsiveness and dedication to customer satisfaction.

ENVIRONMENTAL MATTERS

         Circuit board manufacturing requires the use of metals and chemicals.
Water used in the manufacturing process must be treated and neutralized to
remove metals and other contaminants before it can be discharged into 


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<PAGE>   8
the municipal sanitary sewer system. Therefore, the Company operates and
maintains effluent water treatment systems and utilizes municipally approved
laboratory testing procedures. The Company's operations generate other hazardous
waste, consisting substantially of spent etchant and copper hydroxide sludge for
recycling.

         The process to manufacture circuit boards also requires adherence to
city, county, state and federal environmental regulations regarding the storage,
use, handling and disposal of chemicals, solid wastes and other hazardous
materials as well as air quality standards. The Company believes that its
facilities are currently in compliance with applicable environmental laws.

EMPLOYEES

         As of July 31, 1997, the Company had 1,339 full-time employees. None of
the employees is represented by a union and the Company believes there is an
adequate pool of labor available to satisfy its foreseeable hiring needs. The
Company considers relations with its employees to be good. The Company has not
experienced any labor-related work stoppage.

Item 2.  Properties

         The Company's operations are centralized in a complex of seven adjacent
modern manufacturing facilities owned by the Company located at 3502 East Roeser
Road in Phoenix, Arizona. The Company leases one additional building in Austin,
Texas, located at 15508 Bratton Lane, Austin, Texas. The facilities consist of
an aggregate of approximately 250,000 square feet of floor space, of which
220,000 square feet are in Phoenix and 30,000 square feet are in Austin. In
addition, the Company owns approximately four acres of land adjacent to existing
facilities which is currently used for parking. The foregoing facilities, with
the exception of one building, are subject to a security interest in favor of
the Company's principal lender.

Item 3.  Legal Proceedings

         The Company is not involved in any material pending legal proceedings
other than ordinary routine litigation incidental to its business.

Item 4.  Submission to a Vote of Security Holders.

         No matters were submitted to a vote of security holders during the
fourth quarter of the fiscal year ended July 31, 1997.


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<PAGE>   9
                      EXECUTIVE OFFICERS OF THE REGISTRANT

         Executive officers of Continental are elected by the Board of Directors
to serve until their successors are elected and qualified. The following table
sets forth certain information about the Company's executive officers:


<TABLE>
<CAPTION>
       NAME                           AGE                          POSITION
       ----                           ---                          --------
<S>                                   <C>      <C>
Frederick G. McNamee, III             40       Chairman of the Board, President and Chief Executive Officer
Joseph G. Andersen                    40       Vice President -- Finance, Chief Financial Officer, Secretary and
                                               Treasurer
James Buchanan                        50       Vice President -- Sales and Marketing
Robert A. Kosciusko                   48       Vice President -- Human Resources
Steven N. Lach                        36       Vice President -- Manufacturing Operations
John W. Maddux                        59       Vice President -- Quality and Engineering
</TABLE>

MR. MCNAMEE joined the Company as President and Chief Executive Officer in
September 1994, and has served as a Director since November 11, 1994, and as
Chairman of the Board since December 16, 1994. He spent the previous 15 years
with IBM in Austin, Texas in a variety of circuit board manufacturing positions.
He was manager of the IBM circuit board facility in Austin from November 1992 to
September 1994 during its transition from a captive manufacturer with sales
solely to IBM to a significant merchant manufacturer with sales to other OEMs.
From 1989 to 1992, Mr. McNamee served as Volume Production Manager of the IBM
facility in Austin.

MR. ANDERSEN joined the Company on September 3, 1996 as Vice President --
Finance, Chief Financial Officer, Secretary and Treasurer. Mr. Andersen served
as Vice President and Chief Financial Officer of Comptronix Corp., a Brentwood,
Tennessee-based printed circuit board assembler with operations in the United
States and Mexico, from July 1994 to August 1996, and as Director of Accounting
from July 1993 to July 1994. Prior to July 1993, he served in a variety of
senior financial management positions with Augat, Inc., a manufacturer of
connectors, chip carriers and board testers.

MR. BUCHANAN joined the Company as Vice President -- Sales and Marketing on July
28, 1997. Before joining the Company, Mr. Buchanan served as Vice President of
Sales and Marketing for Hadco Corporation, a supplier of advanced electronic
interconnect products and services based in New Hampshire, from January 1997 to
July 1997. From April 1991 to January 1997, Mr. Buchanan was Vice President of
Sales of Zycon Corp., a California based competitor of Hadco which was acquired
by Hadco in January 1997. Mr. Buchanan began his career with Zycon in 1984 and
held several sales and marketing positions.

MR. KOSCIUSKO has served the Company as Vice President -- Human Resources since
August 1995 and as Director of Human Resources from February 1991 until August
1995. From 1984 to 1991, he was Human Resources Manager for Ringier
International, a printing company.

MR. LACH joined the Company as Vice President -- Manufacturing Operations on
October 21, 1997. Before joining the Company, Mr. Lach served as Manager of
Manufacturing for Via Systems, a manufacturer of printed circuit boards located
in Richmond, Virginia, from December 1996 to October 1997. Mr. Lach joined AT&T
Corp. in Richmond, Virginia in February 1995 and was employed by AT&T until the
Richmond facility was spun off to Lucent Technologies in September 1995. Mr.
Lach was then employed by Lucent from September 1995 until the Richmond facility
was sold to Via Systems in December 1996. Prior to February 1995, Mr. Lach was
Operations Manager of Hadco-Owego from June 1991 to February 1995, and held
several positions with Parlex Nevada of Carson City, Nevada, including Plant
Manager from June 1990 to May 1991 and Operations Manager from October 1986 to
June 1990. 


                                        9
<PAGE>   10
MR. MADDUX has been the Vice President -- Quality and Engineering of the Company
since 1981. He joined the Company in 1979 as Manager of Quality Control. He also
served as a Director of the Company from November 1989 through November 1994.
Prior to 1979, Mr. Maddux served 19 years in manufacturing capacities relating
to circuit boards with General Electric Company and Honeywell Information
Systems in Phoenix, Arizona.


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<PAGE>   11
                                     PART II

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters.

         Information in response to this item is incorporated herein by
reference to the information under the heading "Securities Information" in the
Registrant's 1997 Annual Report to Shareholders.

Item 6.  Selected Financial Data.

         Information in response to this item is incorporated herein by
reference to the information under the heading "Financial Highlights" in the
Registrant's 1997 Annual Report to Shareholders.

Item 7.  Management's Discussion and Analysis of Financial Condition and Results
         of Operation.

         Information in response to this item is incorporated herein by
reference to the information under the heading "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in the Registrant's
1997 Annual Report to Shareholders.

         Dependence on Electronics Industry. The Company's principal customers
are OEMs and contract manufacturers. The Company's markets are computers, memory
and storage devices, peripherals, communications and instrumentation and
industrial controls. These markets in the electronics industry are subject to
rapid technological change and product obsolescence. The electronics industry is
also subject to economic cycles and has in the past experienced, and is likely
to experience in the future, recessionary periods. A general recession or excess
capacity in the electronics industry could have a material adverse effect on the
Company's business, financial condition and results of operations.

         The Company typically does not obtain long-term volume purchase
contracts from its customers. The Company focuses on strategic business
partnerships and on building long-term relationships to obtain repeat business.
Nonetheless, customer orders may be cancelled or delayed and volume levels may
decline. There is no assurance that the Company will be able to procure timely
replacements of cancelled, delayed or reduced orders. See "Item 1 - Businsss -
Customers and Markets."

         Fluctuations in Operating Results. The Company's operating results are
affected by a number of factors, including timing of orders from major
customers, process yields, timing of expenditures in anticipation of future
sales, economic conditions in the electronics industry and the mix of products,
primarily variation in the average number of layers per circuit board. As a
result, the Company's results of operations have varied and may continue to
fluctuate significantly from period to period, including on a quarterly basis.
Operating results can also be significantly influenced by development and
introduction of new products.

         The Company's customers generally require short delivery cycles, and a
substantial portion of the Company's backlog is typically scheduled for delivery
within 90 days. Quarterly sales and operating results therefore depend in large
part on the volume and timing of bookings received during the quarter, which are
difficult to forecast. Results of operations in any period should not be
considered indicative of the results to be expected for any future period.

         Customer Concentration. For fiscal 1997, the Company's two largest
customers, Hewlett-Packard and Compaq Computer, accounted for approximately 20%
and 15% of net sales, respectively, and the Company's ten largest customers
accounted for approximately 75% of net sales in that year. Although there can be
no assurance that the Company's principal customers will continue to purchase
products from the Company at current levels, if at all, the Company expects to
continue to depend on its principal customers for a significant portion of its
net 


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<PAGE>   12
sales. The loss of one or more major customers could have a material adverse
effect on the Company's business, financial condition and results of operations.

         Competition and Technological Change. The market for circuit boards in
the United States is fragmented and very competitive. The Company competes
primarily against other merchant manufacturers. Company's competitors in this
market segment are primarily domestic merchant manufacturers. In addition, OEMs
with captive circuit board manufacturing operations may seek orders in the open
market to fill excess capacity, thereby increasing price competition. Although
the Company generally does not pursue high volume, low margin circuit board
business, it may be at a competitive disadvantage for such business with respect
to price when compared to manufacturers with lower cost structures, particularly
those with offshore facilities where labor, materials and other costs are lower.

         The leading edge of circuit board manufacturing technology has
continued to move toward smaller drilled holes, finer lines and spaces, and
decreasing board thicknesses. While the Company believes itself to be a leader
in the commercial volume production of these boards, technological change is
rapid and continuous, and in the future, higher margin products will be the most
demanding in terms of technological and manufacturing expertise. There is no
assurance that the Company will be able to maintain its current technological
position. In addition, the circuit board industry could in the future encounter
competition from new technologies, including ceramic and/or deposited multichip
modules and other technologies that may reduce the number of circuit boards
required in electronic equipment. See "Item 1 - Business - Competition."

         Manufacturing Capacity. The Company intends to expand its manufacturing
capacity and improve its manufacturing technology; however, there can be no
assurance that the Company will be able to use the expanded capacity for the
production of higher margin, higher technology products, or increase its net
sales or profits or maintain its manufacturing efficiencies at higher levels of
operations. In addition, although the Company believes the concentration of its
operations in Phoenix, Arizona has been an economic advantage to date, a local
natural disaster or other business interruption represents a greater risk to the
Company than it would if the Company operated multiple facilities in different
geographic areas. See "Item 1 - Business - Facilities."

         Management of Growth; Acquisitions. The Company has initiated
significant expansion of its overall level of operations. To manage growth
effectively, the Company must add manufacturing capacity while maintaining a
high level of quality and manufacturing efficiency and expanding, training and
managing its employee base. The Company's failure to add capacity and manage
growth effectively could have a material adverse effect on the Company's results
of operations.

         The Company may from time to time pursue the acquisition of other
companies, assets or product lines that complement or expand its existing
business. Acquisitions involve a number of risks that could adversely affect the
Company's operating results, including the diversion of management's attention,
the assimilation of the operations and personnel of the acquired companies, the
amortization of acquired intangible assets and the potential loss of key
employees of the acquired companies. No assurance can be given that any
acquisition by the Company will not materially and adversely affect the Company
or that any such acquisition will enhance the Company's business.

         Process Failure. The Company's business involves highly complex
manufacturing processes that are subject to failure. In the past, process
failures have occurred which have resulted in delays in product shipments.
Although the Company attempts to utilize duplicate systems where practicable to
reduce the risk of such failures, there can be no assurance that failures will
not occur in the future. The loss of revenue and earnings to the Company from
such a failure could have a materially adverse effect on its results of
operations.

         Borrowing Agreement Limitations. The Company is subject to various
restrictions under its term loan and revolving credit facility, including a
prohibition against the payment of cash dividends and a requirement that 


                                       12
<PAGE>   13
the Company comply with certain financial covenants relating to current ratio
and tangible equity. In addition, the facility is subject to acceleration in the
event of a change in control of the Company.

         Recent Management Changes. The Company's Vice President - Finance and
Chief Financial Officer, Joseph G. Andersen joined the Company in September
1996, the Company's Vice President - Sales and Marketing, James Buchanan, joined
the Company in July 1997, and the Company's Vice President Manufacturing
Operations, Steven N. Lach, joined the Company in October 1997. The Company
believes Messrs. Andersen, Buchanan and Lach are experienced managers capable of
leading the Company's business efforts. However, there can be no assurance that
Messrs. Andersen, Buchanan and Lach along with other members of senior
management, will be successful in managing the Company's profitability or
growth. In addition, the Company's future operating results depend in part upon
its ability to retain other key members of management and attract and retain
other qualified technical, sales and support personnel for its operations. There
can be no assurance that the Company will be successful in attracting or
retaining such personnel. The failure to attract or retain such persons could
materially adversely effect the Company's business, financial condition and
results of operations.

         Intellectual Property. The Company's success depends in part on its
proprietary techniques and manufacturing expertise, particularly in the area of
complex multilayer, surface mount technology circuit boards. The Company has no
patents for these proprietary techniques and chooses to rely on trade secret
protection. The Company believes that although such techniques and expertise are
subject to misappropriation or obsolescence, development of improved methods and
processes and new techniques by the Company will continue on an ongoing basis as
dictated by the technological needs of the industry.

         International Sales. International sales accounted for, 31.2%, 27.3%
and 26.2% of total net sales in fiscal years 1995, 1996 and 1997, respectively.
Substantially all the Company's international sales are direct sales to the
foreign operations of United States-based customers, primarily in Singapore,
Puerto Rico, Ireland and the United Kingdom. The Company anticipates that
international sales will continue to account for a significant portion of net
sales. International sales are subject to certain risks, including unexpected
changes in regulatory requirements, exchange rates, tariffs and other barriers,
political and economic instability, and potentially adverse tax consequences. To
date the Company has not experienced any material adverse consequences from its
international sales operations, in part because substantially all its foreign
sales are direct sales to the foreign operations of existing United States-based
customers. The Company's international sales are also subject to certain
governmental restrictions, including the Export Administration Act and the
regulations promulgated thereunder. The Company's sales to date have been
denominated in United States dollars and as a result, there have been no losses
related to currency fluctuations. For the same reason, the Company has engaged
in no hedging activities. There can be no assurance that any of these factors
will not have a material adverse effect on the Company. See "Item 1 - Business -
Sales and Marketing."

         Environmental Compliance. The process used to manufacture circuit
boards requires adherence to city, county, state and federal environmental
regulations regarding the storage, use, handling and disposal of chemicals,
solid wastes and other hazardous materials as well as air quality standards. The
Company believes that its facilities are currently in compliance with applicable
environmental laws, and although it regularly monitors its operations to avoid
violations arising from human error or equipment failures, there can be no
assurance that violations will not occur. In the event of a future violation of
environmental laws, the Company could be held liable for damages and for the
costs of remedial actions and could also be subject to revocation of its
effluent discharge permits. Any such revocation could require the Company to
cease or limit production at its facilities, thereby having an adverse impact on
the Company's operations. Environmental laws could become more stringent over
time, imposing greater compliance costs and increasing risks and penalties with
a violation. See "Item 1 - Business - Environmental Matters."


                                       13
<PAGE>   14
         Certain Restrictive Charter and Bylaw Provisions. The Company's
Certificate of Incorporation and Bylaws empower the Board of Directors, without
approval of the stockholders, to: fix the rights and preferences of and to issue
shares of Preferred Stock; prohibit a substantial stockholder of the Company
from entering into a business combination or otherwise significantly increasing
its interest in the stock or assets of the Company without the consent of the
Board of Directors or a two-thirds majority of the stockholders of the Company;
and prohibit stockholders of the Company from calling a special meeting unless
requested by at least 50% of the outstanding voting shares. The certificate does
not provide for cumulative voting for election of directors and does require
cause and the vote of a majority of stockholders to remove a director. These
provisions could have the effect of deterring unsolicited takeovers or other
business combinations or delaying or preventing changes in control or management
of the Company, including transactions in which stockholders might otherwise
receive a premium for their shares over then-current market prices. In addition,
these provisions may limit the ability of stockholders to approve transactions
that they may deem to be in their best interests.

Item 8.  Financial Statements and Supplementary Data.

         Information in response to this item is incorporated herein by
reference to "Report of Independent Auditors," "Consolidated Balance Sheets,"
"Consolidated Statements of Income," "Consolidated Statements of Shareholder's
Equity," "Consolidated Statements of Cash Flows" and "Notes to Consolidated
Financial Statements" in the Registrant's 1997 Annual Report to Shareholders.

Item 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure.

         None.

                                    PART III

Item 10. Directors and Executive Officers of the Registrant.

         Information in response to this item is incorporated herein by
reference to (i) the information under the heading "Election of Directors" in
the Registrant's Proxy Statement for its 1997 Annual Meeting of Shareholders
(the "1997 Proxy Statement") and (ii) the information under the heading
"Executive Officers of the Registrant" in Part I hereof. The Company anticipates
filing the 1997 Proxy Statement within 120 days after July 31, 1997.


Item 11. Executive Compensation.

         Information in response to this item is incorporated herein by
reference to the information under the heading "Executive Compensation" in the
1997 Proxy Statement.


Item 12. Security Ownership of Certain Beneficial Owners and Management.

         Information in response to this item is incorporated herein by
reference to the information under the heading "Voting Securities and Principal
Holders -- Security Ownership of Certain Beneficial Owners and Management" in
the 1997 Proxy Statement.

Item 13. Certain Relationships and Related Transactions.

         Information in response to this item is incorporated herein by
reference to the information under the heading "Certain Relationships and
Related Transactions" in the 1997 Proxy Statement.


                                       14
<PAGE>   15
                                     PART IV

Item 14.          Exhibits, Financial Statement Schedules, and Reports on Form 
                  8-K.

         (a)      Documents filed:

                  1.       Financial statements.

                           The financial statements required to be filed by Item
                  8 hereof have been incorporated by reference to the
                  Registrant's 1997 Annual Report to Shareholders and consist of
                  the following:

                           Report of Ernst & Young LLP, Independent Auditors
                           Consolidated Balance Sheets as of July 31, 1996 and
                             1997
                           Consolidated Statements of Income for each of the
                             three years ended July 31, 1995, 1996 and 1997
                           Consolidated Statements of Shareholders' Equity for
                             each of the three years ended July 31, 1995, 1996
                             and 1997
                           Consolidated Statements of Cash Flows for each of the
                             three years ended July 31, 1995, 1996 and 1997
                           Notes to Consolidated Financial Statements

                  2.       Financial statement schedules.

                  All schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission are not required
under the related instructions or are inapplicable, and therefore have been
omitted.

                  3.       Exhibits.

                  See Exhibit Index included as the last part of this report,
which Index is incorporated herein by this reference.

         (b)      Reports on Form 8-K:

                  No Current Reports on Form 8-K were filed during the quarter
ended July 31, 1997.


                                       15
<PAGE>   16
                                   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.

CONTINENTAL CIRCUITS CORP.

By /s/ Frederick G. McNamee, III                          Dated October 28, 1997
  ---------------------------------------------     
       Frederick G. McNamee, III
       Chairman of the Board, President,
       Chief Executive Officer
       and Director

By /s/ Joseph G. Andersen                                 Dated October 27, 1997
  ---------------------------------------------     
       Joseph G. Andersen
       Vice President - Finance, Chief Financial
         Officer, Secretary and Treasurer
       (principal financial and accounting
       officer)

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/ Frederick G. McNamee, III      Chairman of the         October 28, 1997
-----------------------------      Board, President,
Frederick G. McNamee, III          Chief Executive
                                   Officer and
                                   Director


/s/ Angelo A. DeCaro, Jr.          Director                October 29, 1997
-----------------------------
Angelo A. DeCaro, Jr.

/s/ Michael O. Flatt               Director                October 28, 1997
-----------------------------
Michael O. Flatt

/s/ Albert A. Irato                Director                October 28, 1997
-----------------------------
Albert A. Irato

                                   Director                October ___, 1997
-----------------------------
Michael F. Jarko

/s/ John Nance                     Director                October 26, 1997
-----------------------------
John Nance

/s/ David C. Wetmore               Director                October 28, 1997
-----------------------------
David C. Wetmore

<PAGE>   17
                           CONTINENTAL CIRCUITS CORP.

                      Exhibit Index to Report on Form 10-K
                     for the fiscal year ended July 31, 1997



<TABLE>
<CAPTION>
                                                                                                       Filed
Exhibit         Description                                     Incorporated herein by reference       Herewith
No.                                                             to:
<S>             <C>                                             <C>                                    <C>

3.1             Certificate of Incorporation of Registrant,     Exhibit 3.1 to Registrant's
                as amended                                      Registration Statement on Form
                                                                S-1 declared effective on
                                                                March 14, 1995 (SEC File 33-88368)
                                                                ("March 1995 S-1")

3.2             By-Laws of Registrant, as amended               Exhibit 3.2 to March 1995 S-1

4.1             Article fifth of Certificate of Incorporation   Exhibit 4.1 to March 1995 S-1
                of Registrant

10.1            Loan Agreement by and between                                                          X
                Registrant and Bank One, Arizona, NA
                dated as of July 25, 1997

10.2            Revolving Promissory Note between                                                      X
                Registrant and Bank One, Arizona, NA
                dated July 25, 1997

10.3            Deed of Trust, Assignment of Rents,             Exhibit 10.4 to March 1995 S-1
                Security Agreement, and Fixture Filing by
                and among Registrant, Arizona Trust
                Deed Corporation, an Arizona
                Corporation, and Bank One, Arizona, NA
                dated April 28, 1994

10.4            Amendment to Deed of Trust, Assignment                                                 X
                of Rents, Security Agreement and Fixture
                Filing by and between Registrant and
                Bank One, Arizona, NA dated as of July
                25, 1997

10.5            Security Agreement by Registrant in favor                                              X
                of Bank One, Arizona, NA dated as of
                July 25, 1997
</TABLE>
<PAGE>   18
<TABLE>
<CAPTION>
                                                                                                       Filed
Exhibit         Description                                     Incorporated herein by reference       Herewith
No.                                                             to:
<S>             <C>                                             <C>                                    <C>
10.6            Security Agreement by CCIR of Texas                                                    X
                Corp. in favor of Bank One, Arizona, NA
                dated as of July 25, 1997

10.7            Pledge and Irrevocable Proxy Security                                                  X
                Agreement by Registrant in favor of Bank
                One, Arizona, NA dated as of July 25,
                1997

10.8            Pledge and Irrevocable Proxy Security                                                  X
                Agreement by CCIR of Texas Corp. in
                favor of Bank One, Arizona, NA dated as
                of July 25, 1997

10.9            Continuing Guaranty by CCIR of Texas                                                   X
                Corp. in favor of Bank One, Arizona, NA
                dated July 25, 1997

10.10           Continuing Guaranty by Registrant in                                                   X
                favor of Bank One, Arizona, NA dated
                July 25, 1997

10.11           Environmental Indemnity Agreement by                                                   X
                Registrant in favor of Bank One, Arizona,
                NA dated as of July 25, 1997

10.12           Arbitration Resolution by and among                                                    X
                Bank One, Arizona, NA, Registrant,
                Continental Circuits International, Inc. and
                CCIR of Texas Corp. dated July 25, 1997

10.13           Landlord's Waiver and Agreement among                                                  X
                HB Austin Limited Partnership, CCIR of
                Texas Corp. and Bank One Arizona, NA
                dated as of July 25, 1997

10.14*          Form of Indemnification Agreement for           Exhibit 10.9 to March 1995 S-1
                Directors and Officers

10.15*          Registrant's 1987 Stock Option Plan             Exhibit 10.10 to March 1995 S-1

10.16*          Form of Letter of Grant of options              Exhibit 10.11 to March 1995 S-1
                pursuant to Registrant's 1987 Stock
                Option Plan (including Share Repurchase
                Agreement and Consent of Spouse)

10.17*          Form of Share Repurchase Agreement              Exhibit 10.12 to March 1995 S-1
                pursuant to Registrant's 1987 Stock
                Option Plan (including Consent of
                Spouse)

10.18*          Form of Letter of Grant of options to           Exhibit 10.13 to March 1995 S-1
                Frederick G. McNamee, III
</TABLE>
<PAGE>   19
<TABLE>
<CAPTION>
                                                                                                       Filed
Exhibit         Description                                     Incorporated herein by reference       Herewith
No.                                                             to:
<S>             <C>                                             <C>                                    <C>
10.19           Registrant's Employee Stock Purchase            Exhibit to Registrant's Form S-8
                Plan                                            filed December 27, 1995

10.20           Registrant's 1996 Stock Option Plan             Exhibit to Registrant's Form S-8
                                                                filed August 11, 1997

10.21*          Employment Agreement between                                                           X
                Registrant and Frederick G. McNamee, III
                dated as of August 1, 1997

10.22*          Compensation Agreement between                  Exhibit 10.18 to March 1995 S-1
                Registrant and Mark R. Hollinger dated
                September 26, 1994

10.23*          Termination Agreement between                   Exhibit 10.18 to Registrant's
                Registrant and Thomas E. Linnen                 Annual Report on Form 10-K
                effective as of July 23, 1996                   for the Fiscal Year Ended July
                                                                31, 1996 ("1996 10-K")

10.24*          Registrant's Employment Offer Letter to         Exhibit 10.19 to 1996 10-K
                Joseph G. Andersen

10.25*          Registrant's Employment Offer Letter to                                                X
                James Buchanan accepted July 28, 1997

10.26*          Registrant's Letter to Frederick G.                                                    X
                McNamee III Regarding Transitional
                Compensation dated May 8, 1997

10.27*          Registrant's Letter to Mark R. Hollinger                                               X
                Regarding Transitional Compensation
                dated May 8, 1997

10.28*          Registrant's Letter to Joseph G. Andersen                                              X
                Regarding Transitional Compensation
                dated May 8, 1997

10.29           Purchase Agreement dated April 7, 1997          Exhibit 10 to Registrant's
                between Radian International, LLC and           Quarterly Report on Form 10-Q
                CCIR of Texas Corp.                             for the Quarter ended May 3,
                                                                1997

10.30           Purchase and Sale Agreement between             Exhibit 10.1 to Registrant's
                IPEC Planar Phoenix, Inc. and Registrant        Quarterly Report on Form 10-Q
                dated August 2, 1996                            for the Quarter Ended November
                                                                2, 1996 ("November 1996 10-Q")
</TABLE>

----------
* Management contract or compensatory plan arrangement required to be filed 
pursuant to Item 14(c) of Form 10-K.
<PAGE>   20
<TABLE>
<CAPTION>
                                                                                                       Filed
Exhibit         Description                                     Incorporated herein by reference       Herewith
No.                                                             to:
<S>             <C>                                             <C>                                    <C>
10.31           Purchase and Sale Agreement between             Exhibit 10.2 to November 1996
                Arizona Refrigeration Supplies, Inc. and        10-Q
                Registrant dated December 3, 1996

11.1            Statement re computation of per share                                                  X
                earnings

13.1            Portions of 1997 Annual Report to                                                      X
                Shareholders

21.1            Subsidiaries of Registrant                                                             X

23.1            Consent to Ernst & Young LLP                                                           X

27.1            Financial Data Schedule                                                                X
</TABLE>

----------
* Management contract or compensatory plan arrangement required to be filed 
pursuant to Item 14(c) of Form 10-K.