<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20552


                                  FORM 10-K/A

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

For the fiscal year ended                             Commission file number
FEBRUARY 28, 1997                                             0-13394
                           VIDEO DISPLAY CORPORATION
             (Exact name of registrant as specified in its charter)

GEORGIA                                                     58-1217564
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                         Identification No.)

              1868 TUCKER INDUSTRIAL DRIVE, TUCKER, GEORGIA  30084
             (address of principal executive offices and zip code)

Registrant's telephone number, including area code:        (770) 938-2080

Securities Registered Pursuant to Section 12(b) of the Act:     NONE

Securities Registered Pursuant to Section 12(g) of the Act:

                                                        Name of each exchange
Title of each class                                      of which registered

COMMON STOCK (NO PAR VALUE)                                  NASDAQ/NMS

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, 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.  [X]

The aggregate market value of the voting stock held by non-affiliates of the
registrant at May 23, 1997 is $7,273,000.

The number of shares outstanding of the registrant's Common Stock as of May 23,
1997 is 3,907,413.

                   DOCUMENTS INCORPORATED BY REFERENCE HEREIN

Certain exhibits which were filed with the Securities and Exchange Commission as
part of the registrant's Registration Statement on Form S-18 (Commission File
No. 2-94626-A) are incorporated by reference into Part IV.

Portions of the proxy statement for the annual 1997 shareholders meeting are
incorporated by reference into Part III.

<PAGE>
 
 
ITEM 6.   SELECTED FINANCIAL DATA

The following table sets forth certain selected financial data with respect to
the Company's last five fiscal years.  This selected financial data should be
read in conjunction with the consolidated financial statements of the Company
and the notes thereto appearing elsewhere herein:
<TABLE>
<CAPTION>
 
                                                                 FOR FISCAL YEARS ENDED
                                        ----------------------------------------------------------------------
                                          FEB. 28,       FEB. 29,       FEB. 28,       FEB. 28,      FEB. 28, 
                                            1997           1996           1995           1994          1993
                                        ----------------------------------------------------------------------
<S>                                       <C>            <C>            <C>            <C>            <C>
                                                         (In Thousands, Except Per Share Data)
 
STATEMENT OF OPERATIONS DATA
Net sales                                 $53,865       $48,112         $48,440       $53,067       $61,017
Operating profit                            3,970         3,704           1,227         1,631         1,977
Net income (loss)                           1,898         1,779              10           503          (796)
Net income (loss) per common
  share (primary)                         $  0.48       $  0.45         $  0.00       $  0.12       $  (.19)
Net income (loss) per common              
  share (fully diluted)                   $  0.47       $  0.45         $  0.00       $  0.12       $  (.19)
Weighted average number of common
  and common equivalent shares
  outstanding (primary)                     3,960         3,968           4,129         4,134         4,120
Weighted average number of common
  and common equivalent shares
  outstanding (fully diluted)               4,200         3,968           4,129         4,134         4,120
     
 
BALANCE SHEET DATA
Total assets                              $40,887       $34,419         $34,161       $38,026       $40,677
Working capital                            13,784        11,996          10,713        18,864        21,351
Long-term obligations (a)                   3,962         2,340           3,717        11,129        15,156
</TABLE>
(a) Includes convertible debentures of $2,000,000 in fiscal 1997.


<PAGE>
 
 
                  Video Display Corporation and Subsidiaries

                       Consolidated Statements of Income
<TABLE>
<CAPTION>

                                                       February 28,             February 29,           February 28,
YEAR ENDED                                                 1997                     1996                   1995
                                                      --------------          ---------------          ------------
<S>                                                  <C>                   <C>                     <C>
Net sales                                                $53,865,000              $48,112,000           $48,440,000

Cost of goods sold                                        35,509,000               30,227,000            32,686,000
                                                         -----------              -----------           -----------
Gross profit                                              18,356,000               17,885,000            15,754,000
                                                         -----------              -----------           -----------

Operating expenses:
Selling and delivery                                       4,487,000                4,614,000             4,765,000
General and administrative                                 9,899,000                9,567,000             9,762,000
                                                         -----------              -----------           -----------
                                                          14,386,000               14,181,000            14,527,000
                                                         -----------              -----------           -----------
Operating profit                                           3,970,000                3,704,000             1,227,000
                                                         -----------              -----------           -----------

Other income (expense):
Interest expense                                          (1,290,000)              (1,144,000)           (1,124,000)
Loss on settlement of litigation
 (Note 3)                                                          -                        -              (182,000)
Gain (loss) on investments                                   (25,000)                  43,000                28,000
Other, net                                                    25,000                  135,000                69,000
                                                         -----------              -----------           -----------
                                                          (1,290,000)                (966,000)           (1,209,000)
                                                         -----------              -----------           -----------
Income before minority interest and
 income taxes                                              2,680,000                2,738,000                18,000

Minority interest                                             10,000                   33,000                 4,000
                                                         -----------              -----------           -----------
Income before income taxes                                 2,670,000                2,705,000                14,000

Income taxes (Note 7)                                        772,000                  926,000                 4,000
                                                         -----------              -----------           -----------
Net income                                               $ 1,898,000              $ 1,779,000           $    10,000
                                                         -----------              -----------           -----------

Primary earnings per share of
 common stock                                            $      0.48              $      0.4            $      0.00
                                                         ===========              ===========           ===========

Fully diluted earnings per share
 of common stock                                         $      0.47              $      0.45           $      0.00
                                                         ===========              ===========           ===========

Primary weighted average shares
 outstanding                                               3,960,000                3,968,000             4,129,000
                                                         ===========              ===========           ===========

Fully diluted weighted average
 shares outstanding                                        4,200,000                3,968,000             4,129,000
                                                         ===========              ===========           ===========
</TABLE>
 
See accompanying notes to consolidated financial statements.