<PAGE>   1
                                  UNITED STATES
                       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, 2000

                                       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 0-28208

                       APPLIED GRAPHICS TECHNOLOGIES, INC.
             (Exact name of Registrant as specified in its charter)


                 DELAWARE                                        13-3864004
(State or other jurisdiction of incorporation                (I.R.S. Employer
             or organization)                               Identification No.)

                              450 WEST 33RD STREET
                                  NEW YORK, NY
                    (Address of principal executive offices)
                                      10001
                                   (Zip Code)

                                  212-716-6600
              (Registrant's telephone number, including area code)

   (Former name, former address and former fiscal year, if changed since last
                                    report)

                                       N/A

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[ ]


The number of shares of the registrant's common stock outstanding as of July 31,
2000, was 22,584,282.


<PAGE>   2


                         PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements
                       APPLIED GRAPHICS TECHNOLOGIES, INC.
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
               (In thousands of dollars, except per-share amounts)

<TABLE>
<CAPTION>
                                                                                    June 30,                December 31,
                                                                                      2000                      1999
                                                                                -----------------        -------------------
<S>                                                                         <C>                      <C>
ASSETS
Current assets:
   Cash and cash equivalents                                                 $        8,611           $         23,218
   Marketable securities                                                                289                      2,127
   Trade accounts receivable (net of allowances of $7,879 in 2000
      and $7,732 in 1999)                                                           107,551                    119,997
   Due from affiliates                                                                6,654                      6,615
   Inventory                                                                         28,244                     26,283
   Prepaid expenses                                                                   8,882                     12,095
   Deferred income taxes                                                             27,757                     26,985
   Other current assets                                                              10,277                     13,844
   Net current assets of discontinued operations                                     44,673                     36,233
                                                                                -----------------        -------------------

          Total current assets                                                      242,938                    267,397
Property, plant, and equipment - net                                                 71,252                     95,281
Goodwill and other intangible assets (net of accumulated amortization
    of $21,861 in 2000 and $15,145 in 1999)                                         427,058                    437,674
Other assets                                                                         23,110                     18,270
Net non-current assets of discontinued operations                                                              112,388
                                                                                -----------------        -------------------

          Total assets                                                       $      764,358           $        931,010
                                                                                =================        ===================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
   Accounts payable and accrued expenses                                     $       79,929           $         92,056
   Current portion of long-term debt and obligations under capital leases            17,943                     19,024
   Due to affiliates                                                                  1,466                      1,909
   Other current liabilities                                                         23,750                     33,477
                                                                                -----------------        -------------------

          Total current liabilities                                                 123,088                    146,466
Long-term debt                                                                      260,589                    298,125
Subordinated notes                                                                   28,119                     29,867
Obligations under capital leases                                                      2,773                      3,814
Deferred income taxes                                                                 3,413                      2,975
Other liabilities                                                                    12,900                      8,763
                                                                                -----------------        -------------------

          Total liabilities                                                         430,882                    490,010
                                                                                -----------------        -------------------
Commitments and contingencies

Minority interest - Redeemable Preference Shares issued by subsidiary                32,982                     33,050
                                                                                -----------------        -------------------

Stockholders' Equity:
   Preferred stock (no par value, 10,000,000 shares authorized; no
      shares outstanding)
   Common stock ($0.01 par value, 150,000,000 shares authorized;
      shares issued and outstanding: 22,584,282 in 2000 and 22,474,772 in 1999)         226                        225
   Additional paid-in capital                                                       388,547                    386,548
   Accumulated other comprehensive income (loss)                                       (688)                     1,264
   Retained earnings (deficit)                                                      (87,591)                    19,913
                                                                                -----------------        -------------------

           Total stockholders' equity                                               300,494                    407,950
                                                                                -----------------        -------------------

           Total liabilities and stockholders' equity                        $      764,358           $        931,010
                                                                                =================        ===================
</TABLE>

             See Notes to Interim Consolidated Financial Statements

<PAGE>   3


                      APPLIED GRAPHICS TECHNOLOGIES, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)
                    (In thousands, except per-share amounts)

<TABLE>
<CAPTION>
                                                       For the Six Months Ended                  For the Three Months Ended
                                                               June 30,                                   June 30,
                                                 ------------------------------------      --------------------------------------
                                                      2000                 1999                 2000                  1999
                                                 ----------------     ---------------      ----------------     -----------------

<S>                                            <C>                  <C>                  <C>                  <C>
Revenues                                       $       291,342      $       224,655      $       147,023      $       130,710
Cost of revenues                                       193,894              154,389               96,607               89,538
                                                 ----------------     ---------------      ----------------     -----------------

Gross profit                                            97,448               70,266               50,416               41,172
                                                 ----------------     ---------------      ----------------     -----------------

Selling, general, and
    administrative expenses                             81,741               52,391               40,855               30,340
Amortization of intangibles                              6,744                5,007                3,381                2,652
Gain on disposal of property
    and equipment                                          (47)                 (34)                (272)                 (18)
Restructuring charges                                      611                                       611
Impairment charges                                       1,241                                     1,241
                                                 ----------------     ---------------      ----------------     -----------------

Total operating expenses                                90,290               57,364               45,816               32,974
                                                 ----------------     ---------------      ----------------     -----------------

Operating income                                         7,158               12,902                4,600                8,198
Interest expense                                       (13,194)              (6,158)              (5,991)              (3,558)
Interest income                                            433                  128                  231                  116
Other income (expense) - net                              (154)                 114                   48                   70
                                                 ----------------     ---------------      ----------------     -----------------

Income (loss) from continuing
    operations before provision for
    income taxes and minority interest                  (5,757)               6,986               (1,112)               4,826
Provision (benefit) for income taxes                     2,068                4,927                  (69)               2,202
                                                 ----------------     ---------------      ----------------     -----------------

Income (loss) from continuing
    operations before minority interest                 (7,825)               2,059               (1,043)               2,624
Minority interest                                       (1,296)                (566)                (633)                (566)
                                                 ----------------     ---------------      ----------------     -----------------

Income (loss) from continuing operations                (9,121)               1,493               (1,676)               2,058
Income (loss) from discontinued operations             (98,383)                 819              (96,909)                (121)
                                                 ----------------     ---------------      ----------------     -----------------

Net income (loss)                                     (107,504)               2,312              (98,585)               1,937
Other comprehensive income (loss)                       (1,952)                 134               (1,192)                 321
                                                 ----------------     ---------------      ----------------     -----------------

Comprehensive income (loss)                    $      (109,456)     $         2,446      $       (99,777)     $         2,258
                                                 ================     ===============      ================     =================

Basic earnings (loss) per common share:
Income (loss) from continuing operations       $     (0.40)         $      0.07          $     (0.07)         $       0.09
Income (loss) from discontinued operations           (4.35)                0.03                (4.29)                  -
                                                 ----------------     ---------------      ----------------     -----------------
Total                                          $     (4.75)         $      0.10          $     (4.36)         $       0.09
                                                 ================     ===============      ================     =================

Diluted earnings (loss) per common share:
Income (loss) from continuing operations       $     (0.40)         $      0.07          $     (0.07)         $       0.09
Income (loss) from discontinued operations           (4.35)                0.03                (4.29)                  -
                                                 ----------------     ---------------      ----------------     -----------------
Total                                          $     (4.75)         $      0.10          $     (4.36)         $       0.09
                                                 ================     ===============      ================     =================

Weighted average number of common shares:
Basic                                                   22,615               22,396               22,615               22,396
Diluted                                                 22,615               22,397               22,615               22,400
</TABLE>

             See Notes to Interim Consolidated Financial Statements


<PAGE>   4



                       APPLIED GRAPHICS TECHNOLOGIES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                            (In thousands of dollars)

<TABLE>
<CAPTION>
                                                                                                 For the Six Months Ended
                                                                                                         June 30,
                                                                                           ------------------------------------
                                                                                                2000                  1999
                                                                                           ---------------       ---------------
<S>                                                                                      <C>                   <C>
Cash flows from operating activities:
Net income (loss)                                                                        $     (107,504)       $        2,312
Adjustments to reconcile net income (loss) to net cash from operating activities:
      Depreciation and amortization                                                              19,578                14,704
      Deferred taxes                                                                                                   (1,760)
      Impairment charges                                                                          1,241
      Loss (income) from discontinued operations                                                 98,383                  (819)
      Other                                                                                         755                   989
Changes in Operating Assets and Liabilities, net of effects of acquisitions and
      dispositions:
      Trade accounts receivable                                                                   2,569                 5,571
      Due from/to affiliates                                                                       (482)                 (712)
      Inventory                                                                                  (3,536)               (2,640)
      Other assets                                                                                4,844                 8,300
      Accounts payable and accrued expenses                                                      (8,294)              (12,628)
      Other liabilities                                                                            (962)               (3,864)
      Net cash provided by (used in) operating activities of discontinued operations              8,577                   (14)
                                                                                           ---------------       ---------------
Net cash provided by operating activities                                                        15,169                 9,439
                                                                                           ---------------       ---------------

Cash flows from investing activities:
      Property, plant, and equipment expenditures                                                (9,978)               (6,491)
      Software expenditures                                                                      (1,113)               (4,860)
      Proceeds from sale of property and equipment                                               14,039
      Proceeds from sale of a business                                                           11,693
      Entities purchased, net of cash acquired                                                                        (99,931)
      Other                                                                                      (4,217)               (5,066)
      Net cash used in investing activities of discontinued operations                             (706)               (1,784)
                                                                                           ---------------       ---------------
Net cash provided by (used in) investing activities                                               9,718              (118,132)
                                                                                           ---------------       ---------------

Cash flows from financing activities:
      Proceeds from exercise of stock options                                                                             210
      Proceeds from sale/leaseback transactions                                                                         1,496
      Repayments of notes and capital lease obligations                                          (1,450)                 (630)
      Repayments of term loans                                                                  (33,397)
      Borrowings (repayments) under revolving credit line - net                                  (4,125)               98,524
      Net cash used in financing activities of discontinued operations                              (87)                  (41)
                                                                                           ---------------       ---------------
Net cash provided by (used in) financing activities                                             (39,059)               99,559
                                                                                           ---------------       ---------------

Net decrease in cash and cash equivalents                                                       (14,172)               (9,134)
Effect of exchange rate changes on cash and cash equivalents                                       (435)
Cash and cash equivalents at beginning of period                                                 23,218                17,979
                                                                                           ---------------       ---------------

Cash and cash equivalents at end of period                                               $        8,611        $        8,845
                                                                                           ===============       ===============
</TABLE>



             See Notes to Interim Consolidated Financial Statements


<PAGE>   5



                       APPLIED GRAPHICS TECHNOLOGIES, INC.
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                   (Unaudited)
                 (In thousands of dollars except share amounts)




<TABLE>
<CAPTION>
                                                              For the six months ended June 30, 2000
                                                              --------------------------------------

                                                                                           Accumulated other
                                                                          Additional         comprehensive      Retained earnings
                                                       Common stock     paid-in capital      income (loss)          (deficit)
                                                      ----------------  ----------------  --------------------  -----------------

<S>                                                  <C>               <C>               <C>                   <C>
Balance at January 1, 2000                           $       225       $     386,548     $       1,264         $   19,913

Issuance of 109,510 common shares as additional
    consideration in connection with prior period
    acquisitions                                               1               1,999

Unrealized holding loss on available-for-
    sale securities                                                                             (1,066)

Unrealized loss from foreign currency
    translation adjustments                                                                     (1,202)

Reclassification adjustment for losses
     realized in net income                                                                        316

Net loss                                                                                                           (107,504)
                                                      ----------------  ----------------  --------------------  -----------------

Balance at June 30, 2000                             $       226       $     388,547     $        (688)        $    (87,591)
                                                      ================  ================  ====================  =================

</TABLE>










             See Notes to Interim Consolidated Financial Statements



<PAGE>   6




                       APPLIED GRAPHICS TECHNOLOGIES, INC.
               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                            (In thousands of dollars)


1.    BASIS OF PRESENTATION

      The accompanying unaudited condensed consolidated financial statements of
Applied Graphics Technologies, Inc. and its subsidiaries (the "Company"), which
have been prepared in accordance with the instructions to Form 10-Q and,
therefore, do not include all information and footnotes necessary for a fair
presentation of financial position, results of operations, and cash flows in
conformity with generally accepted accounting principles, should be read in
conjunction with the notes to consolidated financial statements contained in the
Company's 1999 Form 10-K. In the opinion of the management of the Company, all
adjustments (consisting primarily of normal recurring accruals) necessary for a
fair presentation have been included in the financial statements. The operating
results of any quarter are not necessarily indicative of results for any future
period.

      Certain prior-period amounts in the accompanying financial statements have
been reclassified to conform with the 2000 presentation.


2.    DISCONTINUED OPERATIONS

      In June 2000, the Company's Board of Directors approved a plan to sell the
publishing business that was acquired as part of the merger with Devon Group,
Inc. The Company expects to consummate the sale of the publishing business
within the year, although there can be no assurance that the sale will be
consummated within that timeframe. For purposes of estimating the loss on
disposal, the Company assumed a disposal date of December 31, 2000.

      The accompanying financial statements have been restated to reflect the
operations of the publishing business as a discontinued operation. Provision has
been made for estimated operating income through the expected disposal date and
for the estimated loss on disposal, including the write off of approximately
$100,000 of goodwill. The results of operations of the discontinued business and
the estimated loss on disposal, presented as Discontinued Operations in the
accompanying Consolidated Statements of Operations, were as follows:

<TABLE>
<CAPTION>

                                                        For the six months ended               For the three months ended
                                                                June 30,                                June 30,
                                                    ----------------------------------    --------------------------------------
                                                         2000               1999               2000                 1999
                                                    ---------------     --------------    ---------------     ------------------

<S>                                             <C>                 <C>                <C>                <C>
Revenues                                        $        36,361     $        39,731    $       17,955     $        21,642
                                                    ===============     ==============    ===============     ==================

Income (loss) from operations before
    income taxes                                $        (3,134)    $        (1,229)   $       (1,663)    $           181
Provision (benefit) equivalent to
    income taxes                                              7              (2,048)                4                 302
                                                    ---------------     --------------    ---------------     ------------------

Income (loss) from operations                            (3,141)                819            (1,667)               (121)
Loss on disposal (including provision
    for income taxes of $2,157)                         (95,242)                              (95,242)
                                                    ---------------     --------------    ---------------     ------------------

 Income (loss) from discontinued operations     $       (98,383)    $           819    $      (96,909)    $          (121)
                                                    ===============     ==============    ===============     ==================
</TABLE>



<PAGE>   7



      The results of operations of the publishing business include an allocation
of interest expense of $2,950 and $1,492 for the six month periods ended June
30, 2000 and 1999, respectively, and $1,321 and $748 for the three month periods
ended June 30, 2000 and 1999, respectively. The estimated loss on disposal
includes estimated future net income from operations for the period through
December 31, 2000, the assumed disposal date, of $1,273, which includes an
allocation of interest expense of $1,000. The allocated interest expense
consisted solely of the interest expense on the Company's borrowings under its
primary credit facilities (the "1999 Credit Agreement"), which represents the
interest expense not directly attributable to the Company's other operations.
Interest expense was allocated based on the ratio of the net assets of the
discontinued operation to the sum of the consolidated net assets of the Company
and the outstanding borrowings under the 1999 Credit Agreement.

      The results of operations and cash flows of the discontinued operations
include amounts for selected items as follows:

<TABLE>
<CAPTION>

                                                               For the six months ended             For the three months ended
                                                                       June 30,                              June 30,
                                                           ---------------------------------    -----------------------------------
                                                               2000               1999               2000                1999
                                                           --------------     --------------    ----------------     --------------

<S>                                                     <C>               <C>                <C>                 <C>
Interest expense                                        $      3,026      $       1,586      $       1,359       $         787
Interest income                                         $         68      $          64      $          34       $          32
Depreciation and amortization expense                   $      2,150      $       1,812      $       1,080       $         941
Loss (gain) on disposal of property
    and equipment                                       $          8      $          (5)     $           9                   -
Provision (benefit) equivalent to income
    taxes                                               $      2,164      $      (2,048)     $       2,161       $         316
Property, plant, and equipment expenditures             $        706      $       1,156      $         361       $         520
Repayments of notes and capital lease
    obligations                                         $         87      $          41      $          57       $          36
</TABLE>

      The net assets of discontinued operations include $745 and $832 at June
30, 2000, and December 31, 1999, respectively, of long-term debt and obligations
under capital leases, inclusive of the current portion.


3.    RESTRUCTURING

      In June 2000, the Company initiated and completed a plan (the "2000 Second
Quarter Plan") to close the Atlanta operation acquired as part of the
acquisition of Wace Group Limited ("Wace"). As part of the 2000 Second Quarter
Plan, the Company terminated certain employees and transferred the work
previously performed in the Atlanta facility to Wace's facility in Dallas,
Texas. The results of operations for the six and three month periods ended June
30, 2000, include a charge of $611 for the 2000 Second Quarter Plan, which
consisted of $456 for facility closure costs and $155 for employee termination
costs for 34 employees. In 1998 and 1999, the Company commenced four separate
plans to restructure certain of its operations (the "1998 Second Quarter Plan,"
the "1998 Fourth Quarter Plan," the "1999 Third Quarter Plan," and the "1999
Fourth Quarter Plan," respectively). The amounts included in "Other current
liabilities" in the accompanying Consolidated Balance Sheets as of June 30,
2000, and December 31, 1999, for the future costs of the various restructuring
plans, and the amounts charged against the respective restructuring liabilities
during the six months ended June 30, 2000, were as follows:


<PAGE>   8



<TABLE>
<CAPTION>
                                         1998               1998                1999               1999               2000
                                        Second             Fourth              Third              Fourth             Second
                                       Quarter            Quarter             Quarter             Quarter            Quarter
                                         Plan               Plan                Plan               Plan               Plan
                                     -------------     ---------------     ---------------     --------------     --------------

<S>                              <C>               <C>                 <C>                 <C>                <C>
Balance at December 31, 1999     $           294   $           502     $           330     $         2,279

Restructuring charge                                                                                          $        611
Facility closure costs                                         (54)               (167)               (257)
Employee termination costs                                     (37)                (53)               (312)
Abandoned assets                            (102)             (106)                 (4)               (366)
                                     -------------     ---------------     ---------------     --------------     --------------

Balance at June 30, 2000         $           192   $           305     $           106     $         1,344    $        611
                                     =============     ===============     ===============     ==============     ==============
</TABLE>

      The number of employees included in the charge against the various
restructuring plans' liabilities for employee termination costs for the six
months ended June 30, 2000, was 14, 5, and 12 for the 1998 Fourth Quarter Plan,
the 1999 Third Quarter Plan, and the 1999 Fourth Quarter Plan, respectively.

      The Company does not anticipate any material adverse effect on its future
results of operations from the various restructuring plans. The employees
terminated and to be terminated under the restructuring plans are principally
production workers, salespeople, and administrative support staff. The Company
completed both the 1998 Second Quarter Plan and the 1998 Fourth Quarter Plan
during 1999. The remaining liabilities for these plans primarily represent
future rental obligations for abandoned property and equipment. The Company
expects to complete the 1999 Third Quarter Plan and the 1999 Fourth Quarter Plan
by September 2000 and December 2000, respectively.

      The Company is continuing to pursue operating efficiencies and synergies
and, as a result, may incur additional restructuring charges. During the six and
three month periods ended June 30, 2000, the Company terminated 134 employees
and 60 employees, respectively, and incurred employee termination costs of
$1,732 and $821, respectively, that were not related to its various
restructuring plans. Such costs are included in "Selling, general, and
administrative expenses" in the accompanying Consolidated Statements of
Operations for the six and three month periods ended June 30, 2000.


4.    IMPAIRMENT CHARGES

      In June 2000, the Company incurred a charge of $583 from the impairment of
equipment abandoned in connection with the 2000 Second Quarter Plan. In May
2000, the Company commenced a plan to sell its events-based digital photography
business. In connection with such action, the Company incurred a charge of $658
for the write down of long-lived assets related to this business. The net assets
of this business, which are a component of the Company's digital services
segment, are included in "Other current assets" in the Company's Consolidated
Balance Sheet at June 30, 2000. The Company consummated the sale of this
business in August 2000 for approximately $220. The revenues, gross profit, and
operating loss from this business included in the Company's results of
operations for the six and three month periods ended June 30, 2000 and 1999,
were as follows:

<TABLE>
<CAPTION>

                                       Six months ended                               Three months ended
                                           June 30,                                        June 30,
                             --------------------------------------        -----------------------------------------
                                   2000                 1999                     2000                   1999
                             -----------------    -----------------        -----------------     -------------------


<S>                        <C>                   <C>                      <C>                   <C>
Revenues                   $        462          $        1,056           $         228         $         458
Gross profit               $       (131)         $          207           $        (187)        $          89
Operating loss             $       (632)         $         (198)          $        (474)        $        (117)
</TABLE>



<PAGE>   9



5.    LONG-TERM DEBT

      Under the terms of the 1999 Credit Agreement, the Company must comply with
certain financial covenants related to leverage ratios, interest coverage
ratios, fixed charge coverage ratios, minimum net worth, and capital spending.
In August 2000, the Company entered into an amendment to the 1999 Credit
Agreement (the "Fourth Amendment") to relax the interest coverage ratio and net
worth covenants as of June 30, 2000, and to modify all of the financial covenant
requirements to be less restrictive than previously required in the 1999 Credit
Agreement for the quarterly fiscal periods through June 30, 2001. In addition to
modifying the various financial covenants, the Fourth Amendment increased the
interest rates on all future borrowings under the 1999 Credit Agreement by 50
basis points and lowered the borrowing capacity of the revolving line of credit
to $85,000.

      In July 2000, the Company entered into an amendment to the 1999 Credit
Agreement (the "Third Amendment") that lowered the net worth covenant threshold
to enable the Company to proceed with its planned disposal of the publishing
business. Also in July 2000, the lending institutions granted a waiver of
covenant defaults to enable the Company to make the July 31, 2000, scheduled
interest payment to the holders of its subordinated notes. In connection with
entering into the Third Amendment and the Fourth Amendment, the Company incurred
fees of $496 and $1,535, respectively. The fee incurred in connection with the
Third Amendment is included in the loss on disposal of discontinued operations.
The fee incurred in connection with the Fourth Amendment will be included as a
component of interest expense in future periods.

      Based upon the modified financial covenants as contained in the Fourth
Amendment, the Company was in compliance with all covenants at June 30, 2000.
Had the Company not entered into the aforementioned amendments to the 1999
Credit Agreement, the Company would not have been in compliance with the
interest coverage ratio and net worth covenants at June 30, 2000. The Company's
net worth at June 30, 2000, was adversely affected by the $95,242 estimated loss
on disposal of the publishing business, including the write off of approximately
$100,000 of goodwill (see Note 2). There can be no assurance that the Company
will be able to attain compliance with the amended covenant requirements in
future periods. If the Company does not attain compliance, it intends to engage
in additional discussions with its lending institutions to obtain additional
waivers and amendments, although there can be no assurance that such additional
waivers or amendments will be granted.


6.    INVENTORY

      The components of inventory were as follows:

<TABLE>
<CAPTION>
                                                                  June 30,                  December 31,
                                                                    2000                        1999
                                                             -------------------        --------------------

<S>                                                       <C>                       <C>
Work-in-process                                           $       24,992            $         21,092
Raw materials                                                      3,252                       5,191
                                                             -------------------        --------------------

Total                                                     $       28,244            $         26,283
                                                             ===================        ====================
</TABLE>



<PAGE>   10



7.    RELATED PARTY TRANSACTIONS

      Sales to, purchases from, and administrative charges incurred with related
parties during the six and three months ended June 30, 2000 and 1999, were as
follows:

<TABLE>
<CAPTION>

                                          Six months ended June 30,                       Three months ended June 30,
                                        2000                     1999                    2000                     1999
                                   ----------------         ---------------         ----------------        -----------------

<S>                             <C>                     <C>                     <C>                     <C>
Affiliate sales                 $       5,493           $        6,460          $        2,734          $        3,718
Affiliate purchases             $         278           $        2,252          $          161          $        1,441
Administrative charges          $         734           $          832          $          419          $          510
</TABLE>

      Administrative charges include charges for certain legal, administrative,
and computer services provided by affiliates and for rent incurred for leases
with affiliates.


8.    SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

      Payments of interest and income taxes for the six months ended June 30,
2000 and 1999, were as follows:

<TABLE>
<CAPTION>
                                                                                2000                        1999
                                                                          ------------------         --------------------

<S>                                                                   <C>                        <C>
Interest paid                                                         $         15,145           $           7,651
Income taxes paid                                                     $          1,341           $           1,831

</TABLE>

      Noncash investing and financing activities for the six months ended June
30, 2000 and 1999, were as follows:

<TABLE>
<CAPTION>
                                                                                2000                        1999
                                                                         -------------------        ----------------------

<S>                                                                  <C>                        <C>
Exchange of Preference Shares for subordinated notes                 $              68
Issuance of common stock as additional consideration
    in connection with prior period acquisitions                     $           2,000          $             240
Reduction of goodwill from amortization of excess tax deductible
    goodwill                                                         $              98          $              17
Fair value of stock options issued to non-employee                                              $              55

Acquisitions:
Fair value of assets acquired                                                                   $         244,900
Cash paid                                                                                                (105,777)
Non contingent future payments                                                                            (17,778)
                                                                                                    ----------------------

Liabilities assumed                                                                             $         121,345
                                                                                                    ======================
</TABLE>



<PAGE>   11



9.    SEGMENT INFORMATION

      Segment information relating to results of continuing operations for the
 six and three months ended June 30, 2000 and 1999, was as follows:

<TABLE>
<CAPTION>
                                                     Six months ended June 30,                Three months ended June 30,
                                                     2000                 1999                 2000                 1999
                                               -----------------     ----------------     ---------------     -----------------
<S>                                        <C>                   <C>                  <C>                 <C>
Revenue:
Content Management Services                $         262,448     $      205,798       $      131,856      $      120,393
Other operating segments                              28,894             18,857               15,167              10,317
                                               -----------------     ----------------     ---------------     -----------------

Total                                      $         291,342     $      224,655       $      147,023      $      130,710
                                               =================     ================     ===============     =================

Operating Income:
Content Management Services                $          27,406     $       25,995       $       16,406      $       15,126
Other operating segments                               3,582              3,053                1,489               2,012
                                               -----------------     ----------------     ---------------     -----------------

Total                                                 30,988             29,048               17,895              17,138
Other business activities                            (15,531)           (11,385)              (8,445)             (6,404)
Amortization of intangibles                           (6,744)            (5,007)              (3,381)             (2,652)
Restructuring charges                                   (611)                                   (611)
Gain on disposal of fixed assets                          47                 34                  272                  18
Impairment charges                                    (1,241)                                 (1,241)
Interest expense                                     (12,944)            (5,946)              (5,880)             (3,460)
Interest income                                          433                128                  231                 116
Other income (expense)                                  (154)               114                   48                  70
                                               -----------------     ----------------     ---------------     -----------------

Consolidated income (loss) from
    continuing operations before
    provision for income taxes and
    minority interest                      $          (5,757)    $        6,986       $       (1,112)     $        4,826
                                               =================     ================     ===============     =================
</TABLE>

      Segment information relating to the Company's assets as of June 30, 2000,
was as follows:

<TABLE>
<CAPTION>


<S>                                                                                                     <C>
Total Assets:
Content Management Services                                                                             $      645,942
Other operating segments                                                                                        36,267
Other business activities                                                                                       37,476
Discontinued operations                                                                                         44,673
                                                                                                            ---------------

Total                                                                                                   $      764,358
                                                                                                            ===============
</TABLE>



<PAGE>   12



10.   RECENTLY ISSUED ACCOUNTING STANDARDS

      Statement of Financial Accounting Standards (SFAS) No. 138, "Accounting
for Derivative Instruments and Hedging Activities (an amendment of FASB
Statement No. 133)," was issued in June 2000. SFAS No. 138 amended certain
definitions and clarified certain requirements of SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities," and is effective for all fiscal
quarters of fiscal years beginning after June 15, 2000. SFAS No. 133 establishes
accounting and reporting standards for derivative instruments and for hedging
activities and requires that entities recognize derivative instruments as either
assets or liabilities in the statement of financial position and measure those
instruments at fair value. The accounting for the change in fair value of a
derivative instrument will depend on the intended use of the instrument. The
adoption of SFAS No. 133 will require the Company to reflect the fair value of
its interest rate swap agreements on its Consolidated Balance Sheet. The
offsetting gain or loss at the time of adoption of SFAS No. 133 will be
accounted for as a cumulative effect of a change in accounting principle in
accordance with Accounting Principles Board Opinion No. 20, "Accounting
Changes." The cumulative gain or loss at the time of adoption of SFAS No. 133
and future gains and losses resulting from the change in fair value of the swap
agreements will be reflected in cumulative comprehensive income as a separate
component of stockholders' equity to the extent the swaps qualify as cash flow
hedges. To the extent the swaps do not qualify as cash flow hedges, such gains
and losses will be reflected in net income. The Company intends to determine the
potential impact of the adoption of SFAS No. 133 on its financial position and
results of operations by the end of 2000.



<PAGE>   13


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

      Certain statements made in this Quarterly Report on Form 10-Q are
"forward-looking" statements (within the meaning of the Private Securities
Litigation Reform Act of 1995). Such statements involve known and unknown risks,
uncertainties, and other factors that may cause actual results, performance, or
achievements of the Company to be materially different from any future results,
performance, or achievements expressed or implied by such forward-looking
statements. Although the Company believes that the expectations reflected in
such forward-looking statements are based upon reasonable assumptions, the
Company's actual results could differ materially from those set forth in the
forward-looking statements. Certain factors that might cause such a difference
include the following: the ability to attain compliance with the amended
financial covenants under the 1999 Credit Agreement or to obtain waivers from
its lending institutions in the case such compliance is not attained; the timing
of completion and the success of the Company's various restructuring plans and
integration efforts; the ability to consummate the sale of certain properties
and noncore businesses, including its publishing business; the rate and level of
capital expenditures; and the adequacy of the Company's credit facilities and
cash flows to fund cash needs.

      The accompanying financial statements for prior periods have been restated
to reflect the Company's publishing business as a discontinued operation. The
following discussion and analysis (in thousands of dollars) should be read in
conjunction with the Company's Interim Consolidated Financial Statements and
notes thereto.


RESULTS OF OPERATIONS

SIX MONTHS ENDED JUNE 30, 2000, COMPARED WITH 1999

      Revenues in the first six months of 2000 were $66,687 higher than in the
comparable period in 1999. This increase was due to the revenues from Wace Group
Limited ("Wace"), which was acquired in the latter part of the 1999 period.
Revenues in the 2000 period increased by $56,650 from content management
services, $7,969 from digital services, and $2,068 from broadcast media
distribution services. Increased revenues from content management services
primarily resulted from increased revenues of $64,759 associated with the
content management businesses acquired in the acquisition of Wace as well as
from higher revenues at the Company's West Coast operations, principally from
customers in the entertainment industry. These increases were partially offset
by a decrease in revenues from the Black Dot operations acquired in the merger
with Devon Group, Inc. ("Devon"), and a decrease in revenues at the Company's
East Coast operations, principally from customers in the publications industry.
Increased revenues from digital services resulted from the digital operations
acquired as part of Wace and from additional digital photography systems sales.
Increased revenues from broadcast media distribution services resulted from
internal growth.

      Gross profit increased $27,182 in the first six months of 2000 as a result
of the additional revenues for the period as discussed above. The gross profit
percentage in 2000 was 33.4% as compared to 31.3% in the 1999 period. This
increase in the gross profit percentage resulted primarily from the acquisition
of the Wace operations, which have higher gross profit margins than the
Company's other content management operations, and improved margins at the
Company's West Coast content management facilities, where the increase in
revenue discussed above resulted in greater absorption of fixed manufacturing
costs. These improvements were partially offset by lower margins at the
Company's East Coast content management operations, where the reduction in
revenue discussed above resulted in lower absorption of fixed manufacturing
costs and other operating inefficiencies.

      Selling, general, and administrative expenses in the first six months of
2000 were $29,350 higher than in the 1999 period, and as a percent of revenue
increased to 28.1% in the 2000 period from 23.3% in the 1999 period. Such
expenses grew at a greater rate than revenue due primarily to a higher rate of
costs incurred at the acquired Wace operations than at the Company's other
content management operations. Additionally, selling, general, and
administrative expenses in the 2000 period include a charge of $1,732 for
nonrestructuring-related employee termination costs.

      The results of operations for the six months ended June 30, 2000, include
a restructuring charge of $611 related to a plan (the "2000 Second Quarter
Plan") to close the Atlanta operation acquired as part of the Wace acquisition.
The charge for the 2000 Second Quarter Plan consisted of $456 for facility
closure costs and $155 for employee termination costs for 34 employees. As of
June 30, 2000, no payments had been made related to the 2000 Second Quarter
Plan.



<PAGE>   14

      Impairment charges totaled $1,241 for the six months ended June 30, 2000,
and consisted of $583 from the impairment of equipment related to the 2000
Second Quarter Plan and $658 from the write down of long-lived assets related to
the Company's events-based digital photography business.

      Amortization expense for intangible assets increased by $1,737 in the
first six months of 2000 due primarily to the goodwill associated with the Wace
acquisition.

      Interest expense in the first six months of 2000 was $7,036 higher than in
the 1999 period due primarily to the interest on borrowings to finance the Wace
acquisition and higher interest rates under the amended and restated credit
agreement entered into in connection with the acquisition of Wace (the "1999
Credit Agreement"). Four interest rate swap agreements entered into by the
Company resulted in an immaterial reduction of interest expense in the 2000
period.

      Notwithstanding the fact that the Company reported a pretax loss from
continuing operations for the period, the Company incurred a provision for
income taxes of $2,068. A provision was incurred, as opposed to a benefit being
received, due to the projected annual permanent items related to nondeductible
goodwill and the nondeductible portion of meals and entertainment expenses
exceeding the amount of the projected pretax loss for the year.

      In June 2000, the Company's Board of Directors approved a plan to sell the
publishing business that was acquired as part of the merger with Devon. The
results of operations in the 2000 period include an after tax loss from
discontinued operations of $98,383, which consisted of a loss from operations of
$3,141 and an estimated loss on disposal of $95,242. In accordance with the 1999
Credit Agreement, the net after tax proceeds from the sale of the publishing
business will be used to repay outstanding borrowings under the 1999 Credit
Agreement.

           Revenues from business transacted with affiliates for the six months
ended June 30, 2000 and 1999, totaled $5,493 and $6,460, respectively,
representing 1.9% and 2.9%, respectively, of the Company's revenues.


THREE MONTHS ENDED JUNE 30, 2000, COMPARED WITH 1999

      Revenues in the second quarter of 2000 were $16,313 higher than in the
comparable period in 1999. This increase was due to the revenues from Wace,
which was acquired during the 1999 period. Revenues in the 2000 period increased
by $11,463 from content management services, $3,573 from digital services, and
$1,277 from broadcast media distribution services. Increased revenues from
content management services primarily resulted from increased revenues of
$15,713 associated with the content management businesses acquired in the
acquisition of Wace and higher revenues at the Company's West Coast operations,
principally from customers in the entertainment industry. These increases were
partially offset by a decrease in revenues from the Black Dot operations
acquired in the merger with Devon and a decrease in revenues at the Company's
East Coast operations, principally from customers in the publications industry.
Increased revenues from digital services resulted from the digital operations
acquired as part of Wace and from additional digital photography systems sales.
Increased revenues from broadcast media distribution services resulted from
internal growth.

      Gross profit increased $9,244 in the second quarter of 2000 as a result of
the additional revenues for the period as discussed above. The gross profit
percentage in 2000 was 34.3% as compared to 31.5% in the 1999 period. This
increase in the gross profit percentage resulted primarily from the acquisition
of the Wace operations, which have higher gross profit margins than the
Company's other content management operations, and improved margins at the
Company's West Coast content management facilities, where the increase in
revenue discussed above resulted in greater absorption of fixed manufacturing
costs. These improvements were partially offset by lower margins at the
Company's East Coast content management operations, where the reduction in
revenue discussed above resulted in lower absorption of fixed manufacturing
costs and other operating inefficiencies.

      Selling, general, and administrative expenses in the second quarter of
2000 were $10,515 higher than in the 1999 period, and as a percent of revenue
increased to 27.8% in the 2000 period from 23.2% in the 1999 period. Such
expenses grew at a greater rate than revenue due primarily to a higher rate of
costs incurred at the acquired Wace operations than at the Company's other
content management operations. Additionally, selling, general, and
administrative expenses in the 2000 period include a charge of $821 for
nonrestructuring-related employee termination costs.


<PAGE>   15

      The results of operations for the three months ended June 30, 2000,
include a restructuring charge of $611 related to the 2000 Second Quarter Plan,
which consisted of $456 for facility closure costs and $155 for employee
termination costs for 34 employees.

      Impairment charges totaled $1,241 for the three months ended June 30,
2000, and consisted of $583 from the impairment of equipment related to the 2000
Second Quarter Plan and $658 from the write down of long-lived assets related to
the Company's events-based digital photography business.

      Amortization expense for intangible assets increased by $729 in the second
quarter of 2000 due primarily to the goodwill associated with the Wace
acquisition.

      Interest expense in the second quarter of 2000 was $2,433 higher than in
the 1999 period due primarily to the interest on borrowings to finance the Wace
acquisition and higher interest rates under the 1999 Credit Agreement. Four
interest rate swap agreements entered into by the Company resulted in an
immaterial reduction of interest expense in the 2000 period.

      The Company recorded an income tax benefit of $69 in the second quarter of
2000. The benefit recognized was at a lower rate than the statutory rate due to
the projected annual permanent items related to nondeductible goodwill and the
nondeductible portion of meals and entertainment expenses.

      In June 2000, the Company's Board of Directors approved a plan to sell the
publishing business that was acquired as part of the merger with Devon. The
results of operations in the 2000 period include an after tax loss from
discontinued operations of $96,909, which consisted of a loss from operations of
$1,667 and an estimated loss on disposal of $95,242. In accordance with the 1999
Credit Agreement, the net after tax proceeds from the sale of the publishing
business will be used to repay outstanding borrowings under the 1999 Credit
Agreement.

      Revenues from business transacted with affiliates for the three months
ended June 30, 2000 and 1999, totaled $2,734 and $3,718, respectively,
representing 1.9% and 2.8%, respectively, of the Company's revenues.


FINANCIAL CONDITION

           Under the terms of the 1999 Credit Agreement, the Company must comply
with certain financial covenants related to leverage ratios, interest coverage
ratios, fixed charge coverage ratios, minimum net worth, and capital spending.
In August 2000, the Company entered into an amendment to the 1999 Credit
Agreement (the "Fourth Amendment") to relax the interest coverage ratio and net
worth covenants as of June 30, 2000, and to modify all of the financial covenant
requirements to be less restrictive than previously required in the 1999 Credit
Agreement for the quarterly fiscal periods through June 30, 2001. In addition to
modifying the various financial covenants, the Fourth Amendment increased the
interest rates on all future borrowings under the 1999 Credit Agreement by 50
basis points and lowered the borrowing capacity of the revolving line of credit
to $85,000.

      In July 2000, the Company entered into an amendment to the 1999 Credit
Agreement (the "Third Amendment") that lowered the net worth covenant threshold
to enable the Company to proceed with its planned disposal of the publishing
business. Also in July 2000, the lending institutions granted a waiver of
covenant defaults to enable the Company to make the July 31, 2000, scheduled
interest payment to the holders of its subordinated notes. In connection with
entering into the Third Amendment and the Fourth Amendment, the Company incurred
fees of $496 and $1,535, respectively. The fee incurred in connection with the
Third Amendment is included in the loss on disposal of discontinued operations.
The fee incurred in connection with the Fourth Amendment will be included as a
component of interest expense in future periods.

      Based upon the modified financial covenants as contained in the Fourth
Amendment, the Company was in compliance with all covenants at June 30, 2000.
Had the Company not entered into the aforementioned amendments to the 1999
Credit Agreement, the Company would not have been in compliance with the
interest coverage ratio and net worth covenants at June 30, 2000. The Company's
net worth at June 30, 2000, was adversely affected by the $95,242 estimated loss
on disposal of the publishing business, including the write off of approximately
$100,000 of goodwill (see Note 2 to the Interim Consolidated Financial
Statements). There can be no assurance that the Company will be able to attain
compliance with the amended covenant requirements in future periods. If the
Company does not attain compliance, it intends to engage in additional
discussions with its lending institutions to obtain additional waivers and
amendments, although there can be no assurance that such additional waivers or
amendments will be granted.



<PAGE>   16


      During the first six months of 2000, the Company repaid $37,522 of its
borrowings under its credit facilities, repaid $1,450 of notes and capital lease
obligations, and made contingent payments related to acquisitions of $4,217. In
addition, the Company invested $9,978 in facility construction and new
equipment, and spent $1,113 on software-related projects. Such amounts were
primarily generated from cash from operating activities of $15,169 and the sale
of property, equipment, and a business that generated aggregate proceeds of
$25,732.

      Cash flows from operating activities of continuing operations during the
first six months of 2000 decreased by $2,861 as compared to the comparable
period in 1999 due primarily to a decrease in cash from operating income and the
timing of collections from customers, partially offset by the timing of vendor
payments. Cash generated by discontinued operations during the first six months
of 2000 increased by $8,591 as compared to the 1999 period.

      The Company expects to spend approximately $17,000 over the course of the
next twelve months for capital improvements and management information systems,
essentially all of which is for modernization and growth. The Company intends to
finance a substantial portion of these expenditures under operating or capital
leases, sale and leaseback arrangements, or with working capital.

      The Company believes that the cash flow from operations, including
potential improvements in operations as a result of its various integration and
restructuring efforts, sales of certain properties and noncore businesses, and
available borrowing capacity, subject to the Company's ability to attain
compliance or obtain a waiver in the event of noncompliance, if any, with the
revised financial covenants under the 1999 Credit Agreement, will provide
sufficient cash flows to fund its cash needs for the foreseeable future.

      Statement of Financial Accounting Standards (SFAS) No. 138, "Accounting
for Derivative Instruments and Hedging Activities (an amendment of FASB
Statement No. 133)," was issued in June 2000. SFAS No. 138 amended certain
definitions and clarified certain requirements of SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities," and is effective for all fiscal
quarters of fiscal years beginning after June 15, 2000. SFAS No. 133 establishes
accounting and reporting standards for derivative instruments and for hedging
activities and requires that entities recognize derivative instruments as either
assets or liabilities in the statement of financial position and measure those
instruments at fair value. The accounting for the change in fair value of a
derivative instrument will depend on the intended use of the instrument. The
adoption of SFAS No. 133 will require the Company to reflect the fair value of
its interest rate swap agreements on its Consolidated Balance Sheet. The
offsetting gain or loss at the time of adoption of SFAS No. 133 will be
accounted for as a cumulative effect of a change in accounting principle in
accordance with Accounting Principles Board Opinion No. 20, "Accounting
Changes." The cumulative gain or loss at the time of adoption of SFAS No. 133
and future gains and losses resulting from the change in fair value of the swap
agreements will be reflected in cumulative comprehensive income as a separate
component of stockholders' equity to the extent the swaps qualify as cash flow
hedges. To the extent the swaps do not qualify as cash flow hedges, such gains
and losses will be reflected in net income. The Company intends to determine the
potential impact of the adoption of SFAS No. 133 on its financial position and
results of operations by the end of 2000.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

           The Company's primary exposure to market risk is interest rate risk.
The Company had $275,643 outstanding under its credit facilities at June 30,
2000. Interest rates on funds borrowed under the Company's credit facilities
vary based on changes to the prime rate or LIBOR. The Company partially manages
its interest rate risk through four interest rate swap agreements under which
the Company pays a fixed rate and is paid a floating rate based on the three
month LIBOR rate. The notional amounts of the four interest rate swaps totaled
$90,000 at June 30, 2000. A change in interest rates of 1.0% would result in an
annual change in income before taxes of $1,856 based on the outstanding balance
under the Company's credit facilities and the notional amounts of the interest
rate swap agreements at June 30, 2000.


<PAGE>   17



                          PART II. - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

(a)        Exhibits:

                      2.1        Asset Purchase Agreement by and among Applied
                                 Graphics Technologies, Inc., and Flying Color
                                 Graphics, Inc. and its Shareholders dated
                                 January 16, 1998 (Incorporated by reference to
                                 Exhibit No. 2.1 forming part of the
                                 Registrant's Report on Form 8-K (File No.
                                 0-28208) filed with the Securities and Exchange
                                 Commission under the Securities Exchange Act of
                                 1934, as amended, on January 30, 1998).

                      2.2        Agreement and Plan of Merger, dated as of
                                 February 13, 1998, by and among Devon Group,
                                 Inc., Applied Graphics Technologies, Inc., and
                                 AGT Acquisition Corp. (Incorporated by
                                 reference to Exhibit No. 2.2 forming part of
                                 the Registrant's Report on Form 10-K (File No.
                                 0-28208) filed with the Securities and Exchange
                                 Commission under the Securities Act of 1934, as
                                 amended, for the fiscal year ended December 31,
                                 1997).

                      3.1(a)     First Restated Certificate of Incorporation
                                 (Incorporated by reference to Exhibit No. 3.1
                                 forming part of the Registrant's Registration
                                 Statement on Form S-1 (File No. 333-00478)
                                 filed with the Securities and Exchange
                                 Commission under the Securities Act of 1933, as
                                 amended).

                      3.1(b)     Certificate of Amendment of First Restated
                                 Certificate of Incorporation (Incorporated by
                                 reference to Exhibit No. 3.1(b) forming part of
                                 the Registrant's Report on Form 10-Q (File No.
                                 0-28208) filed with the Securities and Exchange
                                 Commission under the Securities Exchange Act of
                                 1934, as amended, for the quarterly period
                                 ended June 30, 1998).

                      3.2(a)     Amended and Restated By-Laws of Applied
                                 Graphics Technologies, Inc. (Incorporated by
                                 reference to Exhibit No. 3.2 forming part of
                                 Amendment No. 3 to the Registrant's
                                 Registration Statement on Form S-1 (File No.
                                 333-00478) filed with the Securities and
                                 Exchange Commission under the Securities Act of
                                 1933, as amended).

                      3.2(b)     Amendment to Amended and Restated By-Laws of
                                 Applied Graphics Technologies, Inc.
                                 (Incorporated by reference to Exhibit No. 3.3
                                 forming part of the Registrant's Registration
                                 Statement on Form S-4 (File No. 333-51135)
                                 filed with the Securities and Exchange
                                 Commission under the Securities Act of 1933, as
                                 amended).

                      4          Specimen Stock Certificate (Incorporated by
                                 reference to Exhibit No. 4 forming part of
                                 Amendment No. 3 to the Registrant's
                                 Registration Statement on Form S-1 (File No.
                                 333-00478) filed with the Securities and
                                 Exchange Commission under the Securities Act
                                 of 1933, as amended).
<PAGE>   18



                      10.2       Applied Graphics Technologies, Inc. 1996 Stock
                                 Option Plan (Incorporated by reference to
                                 Exhibit No. 10.2 forming part of Amendment No.
                                 3 to the Registrant's Registration Statement on
                                 Form S-1 (File No. 333-00478) filed with the
                                 Securities and Exchange Commission under the
                                 Securities Act of 1933, as amended).

                      10.3       Applied Graphics Technologies, Inc.
                                 Non-Employee Directors Nonqualified Stock
                                 Option Plan (Incorporated by reference to
                                 Exhibit No. 10.3 forming part of Amendment No.
                                 3 to the Registrant's Registration Statement on
                                 Form S-1 (File No. 333-00478) filed with the
                                 Securities and Exchange Commission under the
                                 Securities Act of 1933, as amended).

                      10.6(a)    Employment Agreement, effective as of May 1,
                                 2000, between the Company and Joseph D.
                                 Vecchiolla.

                      10.6(b)    Agreement and General Release, effective June
                                 4, 2000, between the Company and Louis
                                 Salamone, Jr.

                      10.6(c)    Employment Agreement, effective as of May
                                 24, 1999, between the Company and Derek Ashley
                                 (Incorporated by reference to Exhibit No. 10.6
                                 (c) forming part of Registrant's Report on Form
                                 10-Q (File No. 0-28208) filed with the
                                 Securities and Exchange Commission under the
                                 Securities Exchange Act of 1934, as amended,
                                 for the quarterly period ended June 30, 1999).

                      10.6(d)(i) Employment Agreement, effective as of April 1,
                                 1996, between the Company and Scott A.
                                 Brownstein (Incorporated by reference to
                                 Exhibit No. 10.6 forming part of Amendment No.
                                 3 to the Registrant's Registration Statement on
                                 Form S-1 (File No. 333-00478) filed with the
                                 Securities and Exchange Commission under the
                                 Securities Act of 1933, as amended).

                      10.6(d)(ii)Employment Agreement Extension dated March 23,
                                 1998, between the Company and Scott Brownstein
                                 (Incorporated by reference to Exhibit No. 10.6
                                 (d)(ii) forming part of the Registrant's
                                 Registration Statement on Form S-4 (File No.
                                 333-51135) filed with the Securities and
                                 Exchange Commission under the Securities Act of
                                 1933, as amended).

                      10.7       Form of Registration Rights Agreement
                                 (Incorporated by reference to Exhibit No. 10.7
                                 forming part of Amendment No. 3 to the
                                 Registrant's Registration Statement on Form S-1
                                 (File No. 333-00478) filed with the Securities
                                 and Exchange Commission under the Securities
                                 Act of 1933, as amended).

                      10.8       Applied Graphics Technologies, Inc., 1998
                                 Incentive Compensation Plan, as Amended and
                                 Restated (Incorporated by reference to Exhibit
                                 No. 10.8 forming part of Registrant's Report on
                                 Form 10-Q (File No. 0-28208) filed with the
                                 Securities and Exchange Commission under the
                                 Securities Exchange Act of 1934, as amended,
                                 for the quarterly period ended June 30, 1999).

                      10.8(a)    Amendment No. 1, dated as of May 8, 2000, to
                                 the Applied Graphics Technologies, Inc.,
                                 Amended and Restated 1998 Incentive
                                 Compensation Plan.


<PAGE>   19

                      10.9(a)    Amended and Restated Credit Agreement, dated as
                                 of March 10, 1999, among Applied Graphics
                                 Technologies, Inc., Other Institutional Lenders
                                 as Initial Lenders, and Fleet Bank, N.A.
                                 (Incorporated by reference to Exhibit 99.2 of
                                 the Registrant's Report on Form 8-K (File No.
                                 0-28208) filed with the Securities and Exchange
                                 Commission under the Securities Exchange Act of
                                 1934, as amended, on March 22, 1999).

                      10.9(b)    Amendment No. 1, dated as of June 2, 1999, to
                                 the Amended and Restated Credit Agreement among
                                 Applied Graphics Technologies, Inc., Other
                                 Institutional Lenders as Initial Lenders, and
                                 Fleet Bank, N.A. (Incorporated by reference to
                                 Exhibit No. 10.9(b) forming part of
                                 Registrant's Report on Form 10-Q (File No.
                                 0-28208) filed with the Securities and Exchange
                                 Commission under the Securities Exchange Act of
                                 1934, as amended, for the quarterly period
                                 ended June 30, 1999).

                      10.9(c)    Amendment No. 2, dated July 28, 1999, to the
                                 Amended and Restated Credit Agreement among
                                 Applied Graphics Technologies, Inc., Other
                                 Institutional Lenders as Initial Lenders, and
                                 Fleet Bank, N.A. (Incorporated by reference to
                                 Exhibit No. 10.9(c) forming part of
                                 Registrant's Report on Form 10-Q (File No.
                                 0-28208) filed with the Securities and Exchange
                                 Commission under the Securities Exchange Act of
                                 1934, as amended, for the quarterly period
                                 ended September 30, 1999).

                      10.9(d)    Amendment No. 3, dated as of July 21, 2000, to
                                 the Amended and Restated Credit Agreement among
                                 Applied Graphics Technologies, Inc., Other
                                 Institutional Lenders as Initial Lenders, and
                                 Fleet Bank, N.A.

                      10.9(e)    Amendment No. 4, dated as of August 11,
                                 2000, to the Amended and Restated Credit
                                 Agreement among Applied Graphics Technologies,
                                 Inc., Other Institutional Lenders as Initial
                                 Lenders, and Fleet Bank, N.A.

                      27         Financial Data Schedule (EDGAR filing only).


--------------------------------------------------------------------------------

      (b)   The Registrant did not file any reports on Form 8-K during the
            quarter ended June 30, 2000.

<PAGE>   20


                                   SIGNATURES

Pursuant to the requirements 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.


                                             APPLIED GRAPHICS TECHNOLOGIES, INC.
                                                                    (Registrant)


                                        By:                    /s/ Derek Ashley

Date:  August 14, 2000                  ---------------------------------------
                                                                    Derek Ashley
                                         Vice Chairman, Chief Executive Officer,
                                                     and Chief Operating Officer
                                                       (Duly authorized officer)




                                                        /s/ Joseph D. Vecchiolla

Date:  August 14, 2000         ------------------------------------------------
                                                            Joseph D. Vecchiolla
                               Senior Vice President and Chief Financial Officer
                                                   (Principal Financial Officer)