<PAGE>
 
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-K/A


    FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934



(Mark One)

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

For the fiscal year ended December 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:  0-25790

                            CREATIVE COMPUTERS, INC.
             (Exact name of Registrant as specified in its charter)

          Delaware                                 95-4518700
(State or other jurisdiction of                (I.R.S. Employer
incorporation or organization)                 Identification No.)


              2555 West 190th Street, Torrance, California 90504
              (Address of principal executive offices)(Zip Code)

      Registrant's telephone number, including area code:  (310) 354-5600

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

          Securities registered pursuant to Section 12(g) of the Act:

 
                                   Title of each class
                                   -------------------
 
                              Common Stock, $.001 par value


     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 March 25, 1998, the aggregate market value of the Common Stock held
by non-affiliates of the Registrant was approximately $34 million.  The number
of shares outstanding of the Registrant's Common Stock as of March 25, 1998 was
10,120,215.


<PAGE>
 
                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
 
  The table below gives certain information concerning the nominees and other
directors as of July 24, 1998:
 
<TABLE>
<CAPTION>
                                                                        Director
              Name             Age               Nominee                 Since
              ----             ---               -------                --------
   <S>                         <C> <C>                                  <C>
   Frank F. Khulusi(1)........ 31  Chairman of the Board, President and   1987
                                    Chief Executive Officer
   Sam U. Khulusi............. 42  Director                               1987
   Ahmed O. Alfi(1)(2)........ 41  Director                               1994
   Thomas Maloof(2)........... 46  Director                               1998
</TABLE>
--------
(1) Member of Compensation Committee
(2) Member of Audit Committee
 
  Frank F. Khulusi is a co-founder of the Company (and its predecessor) and
has served as Chairman of the Board, President and Chief Executive Officer of
the Company since the Company's inception in 1987. He is the brother of Sam U.
Khulusi.
 
  Sam U. Khulusi is a co-founder of the Company and served as Executive Vice
President and Chief Operating Officer of the Company from October 1994 until
February 1996. From 1987 until October 1994, Mr. Khulusi served as Chief
Financial Officer of the Company. Mr. Khulusi currently is the Chairman and
Chief Executive Officer of Emed, LLC, a software development company. He is
the brother of Frank F. Khulusi.
 
  Ahmed O. Alfi has served as a director of the Company since September 1994.
Mr. Alfi has served as the Chairman of the Board and Chief Executive Officer
of Alfigen, a prenatal diagnostic company, since January 1992. Since January
1996, Mr. Alfi has served as a director of SmarTalk Teleservices, a publicly
traded telecommunications service provider.
 
  Thomas Maloof has served as a director of the Company since May 1998. Mr.
Maloof is the President of Perinatal Practice Management, Inc. From September
1997 until February 1998, Mr. Maloof served as Chief Financial Officer of
Prospect Medical Holdings. From January 1995 until September 1997, Mr. Maloof
was the Chief Executive Officer of Prime Health of Southern California. From
October 1992 until December 1994, Mr. Maloof was President of Foundation
Health, a California health plan provider.
 
COMPENSATION OF DIRECTORS
 
  The Company compensates directors who are not employed by the Company or its
affiliates $5,000 per meeting, up to a maximum of four meetings per year, plus
expenses for services as a director. Under the Company's Directors' Non-
Qualified Stock Option Plan in effect during 1997, each director who was not
an employee of the Company was entitled to receive an option to purchase 2,000
shares of the Company's Common Stock upon joining the Board. After the initial
grant described above, each director would receive an additional option to
purchase 5,000 shares of the Company's Common Stock on the date of each
succeeding annual meeting of stockholders so long as the director had served
on the Board for at least one year. Options are granted at fair market value
on the date of grant and vest on the first anniversary of the date of grant.

                                       2
<PAGE>

    A list of executive officers of Registrant is included in Part I of this
report. Effective as of March 1, 1998, the Company accepted Al S. Joseph's
resignation as a director of the Company.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

   Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than 10% of a registered class
of the Company's equity securities, to file an initial report of ownership on
Form 3 and changes in ownership on Form 4 or 5 with the Securities and Exchange
Commission (the "Commission").  Such officers, directors and 10% stockholders
are also required by the Commission rules to furnish the Company with copies of
all Section 16(a) forms they file.

   Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons the Company believes that
during 1997 all Section 16(a) filing requirements applicable to its officers,
directors and 10% stockholders were complied with except that Ahmed Alfi was one
day late in filing his Form 5. In 1996, one of the Company's directors, Sam
Khulusi, filed a late Form 4 regarding the purchase of 150,000 shares.

ITEM 11.  EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE
 
  The following table sets forth, the cash and noncash compensation for each
of the last three fiscal years awarded to or earned by the Chief Executive
Officer of the Company and the other three executive officers whose
compensation exceeded $100,000 for such fiscal year.
 
                          SUMMARY COMPENSATION TABLE
 
<TABLE>
<CAPTION>
                                                              LONG TERM
                                 ANNUAL COMPENSATION         COMPENSATION
                         ----------------------------------- ------------
                                                                AWARDS
                                                OTHER ANNUAL ------------   ALL OTHER
   NAME AND PRINCIPAL    FISCAL SALARY   BONUS  COMPENSATION   OPTIONS     COMPENSATION
        POSITION          YEAR    ($)   ($)(1)     ($)(2)        (#)          ($)(3)
   ------------------    ------ ------- ------- ------------   -------     ------------ 
<S>                      <C>    <C>     <C>     <C>          <C>           <C>          
Frank F. Khulusi........  1997  395,266  25,000       --       100,000           --
 Chairman and Chief       1996  303,900     --        --             0           --
 Executive Officer        1995  300,000     --        --             0           --
Richard M.
 Finkbeiner(4)..........  1997  233,063  94,653       --        20,000        15,246
 Chief Financial Officer  1996  128,195  25,000       --       150,000(5)     18,504
                          1995      --      --        --           --            --
Daniel J. DeVries.......  1997  198,486  25,000       --        15,000           --
 Executive Vice
 President,               1996  198,702  36,937    23,720(6)   130,000(5)        --
 Sales and Marketing      1995  122,418 118,189       --        18,284           --
David R. Burcham(7).....  1997  197,851  22,500       --        20,000           --
 Executive Vice
 President,               1996  166,667  23,333       --       120,000(5)     50,000
 Operations               1995      --      --        --           --            --
</TABLE>
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(1)  Reflects bonus paid during the fiscal year.
 
(2)  "Other Annual Compensation" includes the following, to the extent that
     the aggregate amount thereof exceeds the lesser of $50,000 or 10% of the
     total annual salary and bonus reported for the individual; personal
     benefits received by the named individuals and amounts reimbursed the
     individuals during the year.
 
(3)  Represents relocation expenses and allowances paid by the Company.
 
(4)  Mr. Finkbeiner joined the Company in June 1996.
 
(5)  Includes options which were repriced in 1996, including 75,000 for Mr.
     Finkbeiner, 65,000 for Mr. DeVries and 60,000 for Mr. Burcham.
 
(6)  Represents automobile allowance of $18,182 and health insurance premiums
     of $5,538.
 
(7)  Mr. Burcham joined the Company in February 1996 and resigned in May 1998.

                                       3
<PAGE>
 
OPTION/SAR GRANTS IN LAST FISCAL YEAR
 
  The following table provides information on option grants in fiscal 1997 to
the named executive officers:
 
<TABLE>
<CAPTION>
                                            INDIVIDUAL GRANTS
                         -------------------------------------------------------
                                       % OF TOTAL
                          NUMBER OF   OPTIONS/SARS
                          SECURITIES   GRANTED TO  EXERCISE               GRANT
                          UNDERLYING  EMPLOYEES IN OR BASE                DATE
                         OPTIONS/SARS    FISCAL     PRICE    EXPIRATION   VALUE
          NAME           GRANTED (#)    YEAR(1)     ($/SH)      DATE     ($)(2)
          ----           ------------ ------------ -------- ------------ -------
<S>                      <C>          <C>          <C>      <C>          <C>
Frank F. Khulusi........   100,000        28.4      7.125   July 1, 2007 519,100
Richard M. Finkbeiner...    20,000         5.7      7.125   July 1, 2007 103,820
Daniel J. DeVries.......    15,000         4.3      7.125   July 1, 2007  77,865
David R. Burcham........    20,000         5.7      7.125   July 1, 2007 103,820
</TABLE>
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(1) The Company granted 351,750 options during fiscal 1997.
 
(2) As suggested by the Commission's rules on executive compensation
    disclosure, the Company used the Black-Scholes model of options valuation
    to determine grant date present value. The Company does not advocate or
    necessarily agree that the Black-Scholes model can properly determine the
    value of an option. The present value calculations are based on a ten-year
    option term with an expected life of six years. Assumptions include an
    interest rate of 6.3%, an annual dividend yield of 0% and volatility of
    80%.
 
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUE
 
  The following table sets forth, for each of the executive officers named in
the Summary Compensation Table above, the year-end value of unexercised
options.
 
<TABLE>
<CAPTION>
                          SHARES             NUMBER OF SECURITIES
                         ACQUIRED           UNDERLYING UNEXERCISED     VALUE OF UNEXERCISED
                            ON     VALUE       OPTIONS AT END OF      IN-THE-MONEY OPTIONS AT
                         EXERCISE REALIZED      FISCAL 1997 (#)       END OF FISCAL 1997 (1)
                         -------- -------- ------------------------- -------------------------
          NAME             (#)      ($)    EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
          ----           -------- -------- ----------- ------------- ----------- -------------
<S>                      <C>      <C>      <C>         <C>           <C>         <C>
Frank F. Khulusi........   --       --        8,333       91,667      $ 23,437     $257,813
Richard M. Finkbeiner...   --       --       31,165       63,835      $120,838     $230,725
Daniel J. DeVries.......   --       --       57,780       81,020      $243,743     $315,308
David R. Burcham........   --       --       38,748       41,252      $150,696     $141,804
</TABLE>
--------
(1) Value based on market value of the Company's Common Stock on December 31,
    1997 less the exercise price.
 
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
 
  Frank F. Khulusi, a member of the Compensation Committee, is an executive
officer of the Company. There are no Compensation Committee interlocks between
the Company and other entities involving the Company's executive officers and
Board members who serve as executive officers of such companies.
 
                                       4

<PAGE>
 
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

  The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of June 25, 1998: (i) by each of
the executive officers included in the Summary Compensation Table set forth
under the caption "Executive Compensation;" (ii) by each director; (iii) by
all directors and executive officers of the Company as a group; and (iv) by
each person known to the Company to be the beneficial owner of more than 5% of
the outstanding shares of the Company's Common Stock.
 
<TABLE>
<CAPTION>

                                                     NUMBER OF       PERCENT OF
                                                       SHARES          SHARES
                                                    BENEFICIALLY    BENEFICIALLY
                NAME AND ADDRESS(1)                    OWNED           OWNED
                -------------------                 ------------    ------------
<S>                                                 <C>             <C>
Frank F. Khulusi...................................  2,129,333(2)       20.9%
Sam U. Khulusi.....................................  1,911,585(3)       18.8%
Amre A. Youness....................................    777,752(4)        7.7%
Ahmed O. Alfi......................................    153,040(5)        1.5%
Richard M. Finkbeiner..............................     81,916(6)          *
Daniel J. DeVries..................................     75,280(7)          *
Thomas Maloof......................................      2,000(8)          *
The SC Fundamental Value Fund, L.P.................    502,755(9)        5.0%
SC Fundamental Value BVI, Ltd......................    482,945(9)        4.8%
All directors and executive officers as a group (6
 persons)..........................................  4,353,154(10)      42.1%
</TABLE>
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  *  Less than 1%
 
 (1)  Unless otherwise indicated, the address for each person is 2555 W. 190th
      Street, Torrance, California 90504.
 
 (2)  Includes (i) 326,340 shares and 8,575 shares held in trust for the
      benefit of the children of Sam Khulusi and Basimah Khulusi,
      respectively, and (ii) 33,333 shares issuable within sixty days pursuant
      to options granted.
 
 (3)  Includes 8,000 shares issuable within sixty days pursuant to options
      granted.
 
 (4)  The address for Mr. Youness is 301 North Lake, Suite 910, Pasadena, CA
      91101.
 
 (5)  Includes 8,000 shares issuable within sixty days pursuant to options
      granted.
 
 (6)  Includes 51,916 shares issuable within sixty days pursuant to options
      granted.
 
 (7)  Includes 75,280 shares issuable within sixty days pursuant to options
      granted.
 
 (8)  Includes 2,000 shares issuable within sixty days pursuant to options
      granted.
 
 (9)  Based on the most recent Schedule 13D by these, and related entities,
      jointly on June 3, 1998 with the Securities and Exchange Commission. The
      address for the SC Fundamental Value Fund, L.P. and SC Fundamental Value
      BVI, Ltd. is 10 East 50th Street, New York, New York 10022.
 
(10)  This figure includes outstanding shares and options described in the
      preceding footnotes.

                                       5
<PAGE>

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         None.
 
                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Registrant has duly caused this amended report to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Torrance, State of California, on February 8, 1999.
                             
                                    CREATIVE COMPUTERS, INC.


                                    By:  /s/ Ted Sanders
                                         -------------------------------------
                                         Ted Sanders
                                         Chief Financial Officer


                                       
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