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

                                    FORM 10-Q

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

For the quarterly period ended                   JUNE 30, 1998

                                       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 0-19453

                           HOLOPAK TECHNOLOGIES, INC.
------------------------------------------------------------------------
              Exact name of registrant as specified in its charter


             Delaware                                            51-0323272
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                9 COTTERS LANE, EAST BRUNSWICK, NEW JERSEY 08816
       ------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

       (Registrant's telephone number, including area code) (732) 238-2883

         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 the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

              CLASS                                    OUTSTANDING AT 8/4/98

Common Stock, $ .01 Par Value                                   2,796,403
Class A Common Stock, $ .01 Par Value                             753,086




<PAGE>   2
                   HOLOPAK TECHNOLOGIES, INC. AND SUBSIDIARIES

                                      INDEX


                                                                     Page Number




PART I:  FINANCIAL INFORMATION

Item 1.           Financial Statements

                  Consolidated Balance Sheets as of June 30, 1998
                  (Unaudited) and March 31, 1998                           1

                  Consolidated Statements of Operations for the Three
                  Months ended June 30, 1998 and 1997 (Unaudited)          2

                  Consolidated Statements of Cash Flows for the Three
                  Months Ended June 30, 1998 and 1997  (Unaudited)         3

                  Notes to Consolidated Financial Statements               4


Item 2.           Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                      6


PART II: OTHER INFORMATION                                                 8


SIGNATURES                                                                 9


EXHIBITS                                                                  


<PAGE>   3
           PART I
   FINANCIAL INFORMATION
ITEM I.   FINANCIAL STATEMENTS
 
HOLOPAK TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
 
<TABLE>
<CAPTION>
                                                                                                           JUNE 30,      MARCH 31,
                                                                                                            1998           1998
                                                                                                         (UNAUDITED)     (AUDITED)
                                        ASSETS
CURRENT ASSETS:
<S>                                                                                                     <C>            <C>         
    Cash and Cash Equivalents ....................................................................      $  2,389,200   $  1,939,764
    Accounts Receivable, less allowance
       for doubtful accounts of $217,387 as of June 30, 1998 and $217,604 as of March 31, 1998 ...         5,428,970      5,740,100
    Inventories (Note 2) .........................................................................         7,278,820      7,413,759
    Prepaid Expenses .............................................................................           558,826        477,020
    Prepaid Income Taxes .........................................................................           178,451        104,876
    Deferred Income Taxes ........................................................................           125,000        129,834
    Other Current Assets .........................................................................            51,966         40,120
                                                                                                        ------------   ------------

TOTAL CURRENT ASSETS .............................................................................        16,011,233     15,845,473

Property and Equipment, less accumulated depreciation of $14,866,191 as of June 30, 1998 and .....         8,094,030      8,169,074
    $14,382,827 as of March 31, 1998

Excess of Cost over Fair Value of Net Assets Acquired, less
    accumulated amortization of $1,811,778 as of June 30, 1998 and $1,761,669 as of March 31, 1998         6,549,037      6,599,146
Other Assets .....................................................................................           145,961        147,102
                                                                                                        ------------   ------------

Total  Assets ....................................................................................      $ 30,800,261   $ 30,760,795
                                                                                                        ============   ============


                                     LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
   Note Payable (Note 3) .........................................................................      $    500,000   $       --
   Current Maturities of Long-Term Debt (Note 3) .................................................           945,000      1,080,000
   Accounts Payable and Accrued Liabilities ......................................................         3,163,967      3,079,475
                                                                                                        ------------   ------------

TOTAL CURRENT LIABILITIES ........................................................................         4,608,967      4,159,475

Long-Term Debt  (Note 3) .........................................................................              --             --
Deferred Income Taxes ............................................................................           980,849      1,027,353
                                                                                                        ------------   ------------

TOTAL LIABILITIES ................................................................................         5,589,816      5,186,828
                                                                                                        ------------   ------------

STOCKHOLDERS' EQUITY
    Preferred Stock: $.01 par value: 10,000,000 shares authorized; none issued ...................              --             --
    Common Stock; $.01 par value; 10,000,000 shares authorized;  2,796,403 shares issued .........            27,964         27,964
    Class A Common Stock; nonvoting; $.01 par value: 2,000,000 shares authorized;
       753,086 shares convertible to Common Stock at any time at the stockholder's option ........             7,531          7,531
    Class B Common Stock, $.01 par value; 700,000 shares authorized; none issued .................              --             --
    Additional Paid-in Capital ...................................................................        22,228,094     22,228,094
    Retained Earnings ............................................................................         5,180,395      5,302,398
    Cumulative Translation Adjustment .............................................................         (962,054)      (720,535)
                                                                                                        ------------   ------------

                                                                                                          26,481,930     26,845,452
    Less:  Common Stock (201,800 shares) Held In Treasury, at cost ...............................        (1,271,485)    (1,271,485)
                                                                                                        ------------   ------------

Total Stockholders' Equity .......................................................................        25,210,445     25,573,967

Total Liabilities and Stockholders' Equity .......................................................      $ 30,800,261   $ 30,760,795
                                                                                                        ============   ============
</TABLE>
 
 
 
 
See unaudited notes to consolidated financial statements.

                                       1
<PAGE>   4
 
 
        HOLOPAK TECHNOLOGIES, INC. AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF OPERATIONS
 
 
 
<TABLE>
<CAPTION>
                                                                THREE MONTHS ENDED
                                                                     JUNE 30,
                                                              1998               1997
                                                           (UNAUDITED)        (UNAUDITED)
                                                           -----------        -----------
<S>                                                         <C>                <C>        
 NET REVENUES .......................................       $ 8,760,306        $ 9,641,341

Cost of Sales ......................................         7,044,715          7,635,590
                                                           -----------        -----------

Gross Profit .......................................         1,715,591          2,005,751

Selling, General and Administrative Expenses .......         1,897,170          1,974,322
                                                           -----------        -----------

Operating (Loss) Income ............................          (181,579)            31,429

Interest Income ....................................            31,638             28,080
Interest Expense ...................................            27,285             45,775
                                                           -----------        -----------

(LOSS) INCOME 
         BEFORE INCOME TAXES (BENEFIT) .............          (177,226)            13,734

(Benefit) Provision for Income Taxes ...............           (55,223)             6,444
                                                           -----------        -----------

NET (LOSS) INCOME ..................................       $  (122,003)       $     7,290
                                                           ===========        ===========





BASIC AND DILUTED (LOSS) EARNINGS PER SHARE (NOTE5):

    NET (LOSS) INCOME ..............................       $     (0.04)       $      0.00
                                                           ===========        ===========

Weighted-average number of common shares
   and common share equivalents outstanding ........         3,347,689          3,347,689
</TABLE>


 
 
 
 
 
See unaudited notes to consolidated financial statements.

                                        2
<PAGE>   5
           HOLOPAK TECHNOLOGIES, INC. AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 
 
<TABLE>
<CAPTION>
                                                                                                      THREE MONTHS ENDED
                                                                                                           JUNE 30,
                                                                                                    1998              1997
                                                                                                 (UNAUDITED)       (UNAUDITED)
 
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                                             <C>                <C>        
NET (LOSS) INCOME .......................................................................       $  (122,003)       $     7,290
  Adjustments to reconcile net (loss) income to net cash provided by operating activites:
     Depreciation .......................................................................           582,980            636,695
     Amortization .......................................................................            50,109             50,082
     Decreases (Increases) In:
       Accounts receivable ..............................................................           249,194           (209,901)
       Inventories ......................................................................            67,063            373,769
       Prepaid expenses .................................................................           (85,698)           114,400
       Prepaid Income taxes .............................................................           (74,002)           (20,122)
       Other current assets .............................................................           (11,846)            12,169
       Other assets .....................................................................           (29,359)            15,806
     (Decreases) Increases In:
       Accounts payable and accrued liabilities .........................................           108,097             70,599
       Deferred income taxes ............................................................           (32,238)           (17,192)
                                                                                                -----------        -----------

        NET CASH PROVIDED BY OPERATING ACTIVITIES .......................................           702,297          1,033,595
                                                                                                -----------        -----------

CASH FLOWS FROM INVESTING ACTIVITIES
    Capital expenditures ................................................................          (597,756)          (183,380)
                                                                                                -----------        -----------

        NET CASH USED IN INVESTING ACTIVITIES ...........................................          (597,756)          (183,380)
                                                                                                -----------        -----------

CASH FLOWS FROM FINANCING ACTIVITIES
    Repayment of long-term borrowings ...................................................          (135,000)          (438,125)
    Net increase in short-term borrowings ...............................................           500,000               --
                                                                                                -----------        -----------
        Net cash provided by (used in) financing activities .............................           365,000           (438,125)
                                                                                                -----------        -----------

Effect of exchange rate changes on cash and cash equivalents ............................           (20,105)            (2,974)
                                                                                                -----------        -----------

Net increase in cash and cash equivalents ...............................................           449,436            409,116
Cash and Cash Equivalents,  Beginning of Period .........................................         1,939,764          3,004,356
                                                                                                -----------        -----------

CASH AND CASH EQUIVALENTS, END OF PERIOD ................................................       $ 2,389,200        $ 3,413,472
                                                                                                ===========        ===========
</TABLE>

 
 
See unaudited notes to consolidated financial statements.


                                        3

<PAGE>   6
                   HOLOPAK TECHNOLOGIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE THREE MONTHS ENDED JUNE 30, 1998 AND 1997

                                   (Unaudited)


1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         The accompanying unaudited consolidated financial statements have been
         prepared by HoloPak Technologies, Inc. ("HoloPak" or the "Company")
         pursuant to the rules and regulations of the Securities and Exchange
         Commission. In the opinion of management, all adjustments (consisting
         of normal recurring adjustments) considered necessary for a fair
         presentation have been included. Operating results for the three
         months ended June 30, 1998 are not necessarily indicative of the
         results that may be expected for the year ending March 31, 1999. The
         Company's financial statements do not include certain information and
         footnotes required by generally accepted accounting principles and
         accordingly, should be read in conjunction with the financial
         statements and the notes thereto included in HoloPak's Annual Report
         on Form 10-K for the year ended March 31, 1998.      

2.       INVENTORIES

         The components of inventories were as follows:

<TABLE>
<CAPTION>
                                            JUNE 30, 1998         MARCH 31, 1998
                                            -------------         --------------
<S>                                            <C>                    <C>       
Finished Goods                                 $3,522,883             $3,859,107
Work in Process                                   903,654                839,991
Raw Materials                                   2,852,283              2,714,661
                                                ---------              ---------
TOTAL                                          $7,278,820             $7,413,759
                                               ==========             ==========
</TABLE>

3.       NOTE PAYABLE & LONG-TERM DEBT

         The Company has available through August 1998 a secured revolving line
         of credit in the amount of $3,000,000 to be used for general corporate
         purposes. The Company has remaining availability under this general
         facility of $2,500,000 at June 30,1998 and $3,000,000 at March 31,
         1998, respectively. The Company is presently in the process of
         renewing this facility. In addition, the Company has a five year term
         loan. This loan requires equal quarterly payments of $135,000, which
         began on June 17, 1995, with a final maturity of March 17, 2000.
         Outstanding borrowings on this Capital Expenditures Loan at June 30,
         1998 and March 31, 1998 were $945,000 and $1,080,000, respectively.
         Both facilities bear interest at the three month London Interbank
         Offered Rate ("LIBOR") plus 150 basis points. The interest rates in
         effect at June 30, 1998 and March 31, 1998 were 6.9%.


                                        4
<PAGE>   7
3.       NOTE PAYABLE & LONG-TERM DEBT (CONT'D)

         The conditions of the Company's bank borrowings and long-term debt call
         for the Company to maintain certain financial ratios regarding debt
         service coverage and certain amounts of tangible net worth. At March
         31, 1998, the Company was not in compliance with a financial ratio;
         however, the Company obtained a waiver on this covenant as of March 31,
         1998. The bank has not waived the covenants for future potential
         noncompliance and, therefore, all amounts under this agreement have
         been classified as current liabilities.

4.       ADOPTION OF SFAS NO. 130

         In 1997, the Financial Accounting Standards Board (FASB) issued
         Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting
         Comprehensive Income." Comprehensive income is defined as the total
         change in shareholders' equity during the period other than from
         transactions with shareholders. For the Company, comprehensive income
         is comprised of net income and the net change in the accumulated
         foreign currency translation adjustment account. Total comprehensive
         income (loss) for the three months ended June 30, 1998 and 1997 was
         ($241,519) and $21,984, respectively.


5.       ADOPTION OF SFAS NO. 131

         In June 1997, the Financial Accounting Standards Board issued Statement
         of Financial Accounting Standards (SFAS) No. 131, Disclosures about
         Segments of an Enterprise and Related Information, which will be
         effective for the Company beginning 1999 Fiscal Year End. SFAS No. 131
         redefines how operating segments are determined and requires expanded
         quantitative and qualitative disclosures relating to a company's
         operating segments. The Company is currently assembling the data and
         evaluating the impact of SFAS No. 131 on its current disclosures.

6.       EARNINGS PER SHARE

         In February 1997, the Financial Accounting Standards Board issued SFAS
         No. 128, "Earnings per Share". This standard revises certain
         methodology for computing earnings per common share and requires the
         reporting of two earnings per share figures: basic earnings per share
         and diluted earnings per share. Basic earnings per share is computed
         by dividing net income by the weighted-average number of shares
         outstanding. Diluted earnings per share is computed by dividing net
         income by the sum of the weighted-average number of shares outstanding
         plus the dilutive effect of shares issuable through the exercise of
         stock options. All earnings per share figures presented herein have
         been computed in accordance with the provisions of SFAS No. 128. For
         the Company, both basic and diluted earnings per share equal
         previously reported primary earnings per share. There was no dilutive
         effect for the three months ended June 30, 1998 and June 30, 1997. 

7.       YEAR 2000

         Many of the Company's system must be modified due to the
         computer program limitations in recongnizing dates beyond 1999. If not
         corrected, the system could fail or cause erroneous results by, at or
         after January 1, 2000. Substantial changes to, and some replacements
         of present systems will be needed to mitigate potential Year 2000
         issues. Costs will be expensed as incurred in accordance with Emerging
         Issues Task Force (EITF) Issue No 96-14. "Accounting for the Costs
         Associated with Modifying Computer Software for the Year 2000". The
         Company is in the process of identifying and implementing solutions
         for the Company's systems and surveying its top vendors to assess its
         plans for the Year 2000 readiness. The Company plans to have critical
         systems for the Year 2000 ready by mid-1999. The modification of
         systems will be performed by a composite of both Company personnel and
         external consultants. Management is in the process of determining the
         total anticipated cost for compliance with Year 2000 issues.

                                        5
<PAGE>   8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS


                              RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 1998 COMPARED TO THE THREE MONTHS ENDED JUNE 30,
1997

NET REVENUES:

During the three months ended June 30, 1998, net revenues were $8.8 million
compared to $9.6 million for the same period last year, a decrease of 8.3%. The
decrease is attributable to reduced average selling prices as a result of
competitive pricing pressures and decreases in the cost of raw materials passed
on to customers. Unit volume sales increased slightly during the quarter ended
June 30, 1998 compared to the quarter ended June 30, 1997. Revenues from sales
of hot stamping foils decreased from $5.1 million to $4.2 million due to the
decrease in the average selling price per unit as discussed above. Revenues
from sales of holographic products decreased from $2.2 million to $2.1 million
as a result of reduced demand for decorative hot stamping foils partially
offset by increased average selling prices. Revenues for metallized paper
remained substantially the same but were negatively impacted by the weakness of
the Canadian dollar.      

COST OF SALES AND GROSS PROFIT:

Cost of sales decreased by $.6 million to $7.0 million from $7.6 million in the
prior year period. The decrease from the first quarter of last year was caused
by the decline in the price of polyester film, the primary raw material in the
manufacturing of both hot stamping and holographic foil.

Gross profit decreased by $.3 million, from $2.0 million in 1997 to $1.7 million
in the 1998 period as a result of the decrease in revenues partially offset by
the decrease in cost of sales. Fixed costs at the Company's Transfer Print
Foils, Inc. subsidiary were absorbed by lower sales thus decreasing the gross
profit as a percentage of sales to 19.6% from 20.8% in the prior year period.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:

Selling, general, and administrative expenses were $1.9 million compared to $2.0
million for the prior year period. The primary reductions occurred in
advertising, insurance and commissions partially offset by increases in
consulting fees and computer related charges.

OPERATING (LOSS) INCOME :

Operating loss for the quarter ended June 30, 1998, was $182,000 compared to
operating income of $31,000 for the same period last year. The decline was
attributable to the decline in sales and gross profits.


                                        6
<PAGE>   9
INTEREST INCOME  (EXPENSE):

Net interest income for the quarter was $4,400 compared to an expense of $17,700
for the prior year period. Lower debt was responsible for the decline, offset
slightly by decreased cash balances.

INCOME TAXES:

Income taxes were a benefit of $55,200 for the quarter ended June 30, 1998,
compared to an income tax provision of $6,400 for the prior year period.

NET INCOME (LOSS) AND EARNING (LOSS) PER SHARE:

Net loss was $122,000 for the quarter ended June 30, 1998 compared to net income
of $7,000 for the prior year period. The 1998 loss per share was $0.04 compared
to 1997 earnings of $0.00. Lower operating profits were responsible for the
decline.


                               FINANCIAL CONDITION

LIQUIDITY AND CAPITAL RESOURCES:

As of June 30, 1998, the Company had cash of $2.4 million and working capital of
$11.4 million, compared to cash of $1.9 million and working capital of $11.7
million as of March 31, 1998. The increase in cash is primarily attributable to
cash generated from operations. The decrease in working capital is the result
of a capital investment during the quarter which increased short-term
borrowings. Depreciation and amortization for the quarter were $ 633,000 while
capital investment was $ 598,000.  

The Company has available a general purpose credit line of $3,000,000 with a
remaining availability under this general facility of $2,500,000 at June 30,
1998.

STOCKHOLDER'S EQUITY:

Stockholder's equity decreased by $364,000 primarily due to a decrease in the
cumulative translation adjustment associated with our Canadian subsidiary and
the net loss during the period.





                                        7
<PAGE>   10
                                     PART II

                                OTHER INFORMATION


Item 1.           Legal Proceedings                                       None


Item 2.           Change in Securities                                    None


Item 3.           Defaults Upon Senior Securities                         None


Item 4.           Submission of Matters to Vote of Security Holders       None


Item 5.           Other Information                                       None


Item 6.           Exhibits and Reports on Form 8-K

                  a.       Exhibits

                           Exhibit 10.37 Employment agreement between the
                           company and Arthur Karmel, dated June 29, 1998.

                           Exhibit 11 Computation of Earnings (Loss) Per Share
                           of Common Stock.


                  b.       Report on Form 8-K                             None



                                        8
<PAGE>   11
                                   SIGNATURES




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



HOLOPAK TECHNOLOGIES, INC.



/s/      JAMES L. ROONEY             Dated:   August  12, 1998
         -----------------------              ----------------
         James L. Rooney
         Chief Executive Officer


/s/      ARTHUR KARMEL               Dated:   August  12, 1998
         -----------------------              ----------------
         Arthur Karmel
         Chief Financial Officer




                                        9