##### Table of Contents

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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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, 2003
| |  | --------------------------------------------



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 #0-16148



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Multi-Color Corporation

(Exact name of Registrant as specified in its charter)



|OHIO                            |  | 31-1125853         
|------------------------------- |  | -------------------
|(State or other jurisdiction of |  | (IRS Employer      
|incorporation or organization)  |  | Identification No.)



425 Walnut Street,
Suite 1300, Cincinnati, Ohio 45202

(Address of principal executive offices)



Registrants telephone number  (513) 381-1480



---



Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  x  No ̈



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the
Act).  Yes ̈No  x



Indicate the number of shares outstanding of each of the Registrants
classes of common stock, as of the latest practicable date.



Common shares, no par value  4,000,956 (as of August 12, 2003)



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##### Table of Contents

MULTI-COLOR CORPORATION

FORM 10-Q

CONTENTS



|                                         |  |                                                                                                           
|---------------------------------------- |  | ----------------------------------------------------------------------------------------------------------
|                                         |  |                                                                                                           
|                                         | 
|PART IFINANCIAL INFORMATION (Unaudited) |  |                                                                                                           
|                                         |  |                                                                                                           
|                                         |  | Condensed Consolidated Balance Sheets at June 30, 2003 and March 31, 2003                                 
|                                         |  |                                                                                                           
|                                         |  | Condensed Consolidated Statements of Income for the Three Months Ended June 30, 2003 and June 30, 2002    
|                                         |  |                                                                                                           
|                                         |  | Condensed Consolidated Statements of Cash Flows for the Three Months Ended June 30, 2003 and June 30, 2002
|                                         |  |                                                                                                           
|                                         |  | Notes to Condensed Consolidated Financial Statements                                                      
|                                         |  |                                                                                                           
|                                         |  | Managements Discussions and Analysis of Financial Condition and Results of Operations                    
|                                         |  |                                                                                                           
|                                         |  | Quantitative and Qualitative Disclosures About Market Risk                                                
|                                         |  |                                                                                                           
|                                         |  | Controls and Procedures                                                                                   
|                                         | 
|PART IIOTHER INFORMATION                |  |                                                                                                           
|                                         |  |                                                                                                           
|Item 1.                                  |  | Legal Proceedings                                                                                         
|                                         |  |                                                                                                           
|Item 2.                                  |  | Changes in Securities                                                                                     
|                                         |  |                                                                                                           
|Item 3.                                  |  | Defaults upon Senior Securities                                                                           
|                                         |  |                                                                                                           
|Item 4.                                  |  | Submission of Matters to a Vote of Security Holders                                                       
|                                         |  |                                                                                                           
|Item 5.                                  |  | Other Information                                                                                         
|                                         |  |                                                                                                           
|Item 6.                                  |  | Exhibits and Reports on Form 8-K                                                                          
|                                         | 
|Signature                                |  | 13                                                                                                        



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##### Table of Contents

|Item 1. |  | Financial Statements
|------- |  | --------------------



MULTI-COLOR CORPORATION

Condensed Consolidated Balance Sheets

(Thousands)



|                                                     |  | June 30, 2003 |        |   | March 31, 2003 |  
|---------------------------------------------------- |  | ------------- | ------ | - | -------------- | -
|                                                     |  | (Unaudited)   |        |   |                |  
|ASSETS                                               |  |               |        |   |                |  
|Current Assets:                                      |  |               |        |   |                |  
|Cash                                                 |  | $             | 1,062  |   |                | $
|Accounts receivable, net                             |  |               | 13,756 |   |                |  
|Inventories                                          |  |               | 6,710  |   |                |  
|Deferred tax asset                                   |  |               | 431    |   |                |  
|Prepaid expenses and other                           |  |               | 383    |   |                |  
|                                                     |  |               |        |   |                |  
|Total current assets                                 |  |               | 22,342 |   |                |  
|Property, plant and equipment, net                   |  |               | 31,488 |   |                |  
|Goodwill                                             |  |               | 11,688 |   |                |  
|Intangible assets, net                               |  |               | 446    |   |                |  
|Other                                                |  |               | 77     |   |                |  
|                                                     |  |               |        |   |                |  
|Total assets                                         |  | $             | 66,041 |   |                | $
|                                                     |  |               |        |   |                |  
|LIABILITIES AND SHAREHOLDERS EQUITY                 |  |               |        |   |                |  
|Current liabilities:                                 |  |               |        |   |                |  
|Current portion of long-term debt                    |  | $             | 5,731  |   |                | $
|Current portion of capital lease obligations         |  |               | 44     |   |                |  
|Accounts payable                                     |  |               | 4,693  |   |                |  
|Accrued liabilities                                  |  |               | 3,891  |   |                |  
|                                                     |  |               |        |   |                |  
|Total current liabilities                            |  |               | 14,359 |   |                |  
|Long-term debt, excluding current portion            |  |               | 16,673 |   |                |  
|Capital lease obligations, excluding current portion |  |               | 4,189  |   |                |  
|Deferred tax liability                               |  |               | 3,527  |   |                |  
|Deferred compensation                                |  |               | 369    |   |                |  
|                                                     |  |               |        |   |                |  
|Total liabilities                                    |  |               | 39,117 |   |                |  
|Shareholders equity:                                |  |               |        |   |                |  
|Common stock, no par value, $.10 stated value        |  |               | 273    |   |                |  
|Paid-in capital                                      |  |               | 11,587 |   |                |  
|Treasury stock, at cost                              |  |               | (119   | ) |                |  
|Retained earnings                                    |  |               | 15,183 |   |                |  
|                                                     |  |               |        |   |                |  
|Total shareholders equity                           |  |               | 26,924 |   |                |  
|                                                     |  |               |        |   |                |  
|Total liabilities and shareholders equity           |  | $             | 66,041 |   |                | $
|                                                     |  |               |        |   |                |  



The accompanying
notes are an integral part of this financial information.



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##### Table of Contents

|Item 1. |  | Financial Statements (continued)
|------- |  | --------------------------------



MULTI-COLOR CORPORATION

Condensed Consolidated Statements of Income

(Unaudited)

(Thousands except per share amounts)



|                                             |  | Three Months Ended
|-------------------------------------------- |  | ------------------
|                                             |  | June 30, 2003     
|Net sales                                    |  | $                 
|Cost of goods sold                           |  |                   
|                                             |  |                   
|Gross profit                                 |  |                   
|Selling, general and administrative expenses |  |                   
|                                             |  |                   
|Operating income                             |  |                   
|Other expense, net                           |  |                   
|Interest expense                             |  |                   
|                                             |  |                   
|Income before income taxes                   |  |                   
|Income taxes                                 |  |                   
|                                             |  |                   
|Net income                                   |  | $                 
|                                             |  |                   
|Basic earnings per share                     |  | $                 
|Diluted earnings per share                   |  | $                 
|Average number of common shares outstanding  |  |                   
|Basic                                        |  |                   
|Diluted                                      |  |                   



The accompanying
notes are an integral part of this financial information.



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##### Table of Contents

|Item 1. |  | Financial Statements (continued)
|------- |  | --------------------------------



MULTI-COLOR CORPORATION

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(Thousands)



|                                                    |  | Three Months Ended |       
|--------------------------------------------------- |  | ------------------ | ------
|                                                    |  | June 30, 2003      |       
|NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES |  | $                  | (1,395
|CASH FLOWS FROM INVESTING ACTIVITIES:               |  |                    |       
|Capital expenditures                                |  |                    | (623  
|Acquisition of business, net of cash received       |  |                    |      
|Proceeds from sale of property, plant and equipment |  |                    | 195   
|                                                    |  |                    |       
|Net cash used in investing activities               |  |                    | (428  
|CASH FLOWS FROM FINANCING ACTIVITIES:               |  |                    |       
|Increase in revolving line of credit, net           |  |                    |      
|Repayment of long-term debt                         |  |                    | (1,235
|Repayment of capital lease obligations              |  |                    | (10   
|Proceeds relating to issuance of common stock, net  |  |                    | 21    
|                                                    |  |                    |       
|Net cash provided by (used in) financing activities |  |                    | (1,224
|                                                    |  |                    |       
|Net increase (decrease) in cash                     |  |                    | (3,047
|Cash, beginning of period                           |  |                    | 4,109 
|                                                    |  |                    |       
|Cash, end of period                                 |  | $                  | 1,062 
|                                                    |  |                    |       
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION   |  |                    |       
|Interest paid                                       |  | $                  | 231   
|Income taxes paid                                   |  | $                  | 2     
|Acquisition accounted for as a purchase:            |  |                    |       
|Assets acquired                                     |  | $                  |      
|Liabilities assumed                                 |  |                    |      
|Cash acquired                                       |  |                    |      
|Note payable                                        |  |                    |      
|                                                    |  |                    |       
|Net cash paid                                       |  | $                  |      
|                                                    |  |                    |       



The accompanying
notes are an integral part of this financial information.



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##### Table of Contents

MULTI-COLOR CORPORATION

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(Amounts in Thousands)



|Item 1. |  | Financial Statements (continued)
|------- |  | --------------------------------



| | 1. |  | Basis of Presentation:
| | -- |  | ----------------------



The condensed financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Although certain information and footnote disclosures, normally included in financial statements prepared in accordance with generally accepted accounting principles, have been condensed or omitted pursuant to
such rules and regulations, the Company believes that the disclosures are adequate to make the information presented not misleading. These condensed financial statements should be read in conjunction with the financial statements and the notes
thereto included in the Companys latest Annual Report on Form 10-K.



The information furnished in these financial statements reflects all estimates and adjustments which are, in the opinion of management, necessary to present fairly the results for the interim periods reported, and all
adjustments and estimates are of a normal recurring nature.



| | 2. |  | Net Income Per Share Data:
| | -- |  | --------------------------



The following is a reconciliation of the number of shares used in the Basic Earnings Per Share (EPS) and Diluted EPS computations (shares in
thousands):



|                                 |  | Three Months Ended June 30,
|-------------------------------- |  | ---------------------------
|                                 |  | 2003                       
|Basic EPS                        |  | 3,958                      
|Effect of dilutive stock options |  | 378                        
|                                 |  |                            
|Diluted EPS                      |  | 4,336                      



| | 3. |  | Inventories:
| | -- |  | ------------



Inventories are stated at the lower of FIFO (first-in, first-out) cost or market and are comprised of the following:



|                |  | June 30, 2003 |       | March 31, 2003
|--------------- |  | ------------- | ----- | --------------
|Finished Goods  |  | $             | 3,339 |               
|Work in Process |  |               | 817   |               
|Raw Materials   |  |               | 2,554 |               
|                |  |               |       |               
|                |  | $             | 6,710 |               
|                |  |               |       |               



| | 4. |  | Stock Options:
| | -- |  | --------------



As of June 30, 2003, 171,750 of the authorized but unissued common shares were reserved for future issuance to key employees and directors under the
Companys qualified and non-qualified stock option plans. Stock options granted under the plans enable the holder to purchase common stock at an exercise price not less than the market value on the date of grant. To the extent not exercised,
options will expire not more than ten years after the date of grant. The applicable



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##### Table of Contents

|Item 1. |  | Financial Statements (continued)
|------- |  | --------------------------------



options vest immediately or ratably over a three to five year period.



Had compensation cost for the Companys stock option plans been determined based on the fair value at the grant date
for awards for the three months ended June 30, 2003 and 2002, consistent with the provisions of SFAS No. 123, the Companys net income and earnings per share would have been reduced to the pro forma amounts indicated below:



|                                                                                                                   |  | Three Months EndedJune 30,
|------------------------------------------------------------------------------------------------------------------ |  | --------------------------
|                                                                                                                   |  | 2003                      
|Net income - as reported                                                                                           |  | $                         
|Stock-based compensation expense determined under the fair value method for all awards, net of income tax benefits |  |                           
|                                                                                                                   |  |                           
|Net income - proforma                                                                                              |  | $                         
|                                                                                                                   |  |                           
|Net income per common and common equivalent share - as reported                                                    |  |                           
|Basic                                                                                                              |  | $                         
|Diluted                                                                                                            |  | $                         
|Net Income per common and common equivalent share - proforma                                                       |  |                           
|Basic                                                                                                              |  | $                         
|Diluted                                                                                                            |  | $                         



| | 5. |  | Segment Information:
| | -- |  | --------------------



The Company operates in two segments within the packaging industry: Decorative Label Solutions and Packaging Services. The Decorative Label Solutions
Segments primary operations involve the printing of labels while the Packaging Services Segment provides promotional packaging, assembling and fulfillment services. Both segments sell to major consumer product companies.



Segment information



Financial information by operating segment is as follows:



|                                |  | Three Months EndedJune 30, |       
|------------------------------- |  | -------------------------- | ------
|                                |  | 2003                       |       
|Sales:                          |  |                            |       
|Decorative Label Solutions      |  | $                          | 25,898
|Packaging Services              |  |                            | 3,209 
|                                |  |                            |       
|                                |  | $                          | 29,107
|                                |  |                            |       
|Net income before income taxes: |  |                            |       
|Decorative Label Solutions      |  | $                          | 3,172 
|Packaging Services              |  |                            | 134   
|Corporate expenses              |  |                            | (654  
|                                |  |                            |       
|                                |  | $                          | 2,652 
|                                |  |                            |       



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##### Table of Contents

|Item 1. |  | Financial Statements (continued)
|------- |  | --------------------------------



|                               |  | Three Months EndedJune 30,
|------------------------------ |  | --------------------------
|                               |  | 2003                      
|Capital expenditures:          |  |                           
|Decorative Label Solutions     |  | $                         
|Packaging Services             |  |                           
|Corporate                      |  |                           
|                               |  |                           
|                               |  | $                         
|                               |  |                           
|Depreciation and amortization: |  |                           
|Decorative Label Solutions     |  | $                         
|Packaging Services             |  |                           
|Corporate                      |  |                           
|                               |  |                           
|                               |  | $                         
|                               |  |                           
|Total assets:                  |  |                           
|Decorative Label Solutions     |  | $                         
|Packaging Services             |  |                           
|Corporate                      |  |                           
|                               |  |                           
|                               |  | $                         
|                               |  |                           



| | 6. |  | Subsequent Event:
| | -- |  | -----------------



On July 16, 2003, the Company completed the purchase of the heat transfer label business and all related proprietary technologies from International
Playing Card and Label Co. Inc.



|Item 2. |  | Managements Discussion and Analysis of Financial Condition and Results of Operations (Amounts in Thousands)
|------- |  | ------------------------------------------------------------------------------------------------------------



Results of Operations



Three Months Ended June 30, 2003 Compared to the Three Months Ended June 30, 2002



|                             |  | Three Months Ended |        |      |   |        | 
|---------------------------- |  | ------------------ | ------ | ---- | - | ------ | 
|                             |  | June 30,           |        | $    |   | %      | 
|                             |  | 2003               |        | 2002 |   | Change | 
|Net Sales                    |  |                    |        |      |   |        | 
|Consolidated Net Sales       |  | $                  | 29,107 |      | $ | 20,913 | 
|Decorating Solutions Segment |  | $                  | 25,898 |      | $ | 19,906 | 
|Packaging Services Segment   |  | $                  | 3,209  |      | $ | 1,007  | 



Consolidated net
sales increased $8,194 for the three months ended June 30, 2003 as compared to the same period in the prior year as a result of increases in both the Decorating Solutions Segment as well as the Packaging Services Segment. The Decorating Solutions
Segment net sales increase was primarily a result of the acquisition of Dec Tech, which occurred in January 2003. The acquisition contributed $5,247 in sales for the three months ended June 30, 2003. The increase in net sales in the Packaging
Services Segment is a result of the acquisition of Quick Pak, which occurred in May 2002. The Packaging Services Segments net sales for the current year quarter included three months versus one month in the prior year quarter.



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##### Table of Contents

|Item 2. |  | Managements Discussion and Analysis of Financial Condition and Results of Operations (Amounts in Thousands) (continued)
|------- |  | ------------------------------------------------------------------------------------------------------------------------



|                             |  | Three Months Ended |       |   |      |   |       |       
|---------------------------- |  | ------------------ | ----- | - | ---- | - | ----- | ------
|                             |  | June 30,           |       |   | $    |   | %     |       
|                             |  | 2003               |       |   | 2002 |   |       | Change
|Gross Profit                 |  |                    |       |   |      |   |       |       
|Consolidated Gross Profit    |  | $                  | 5,692 |   |      | $ | 4,146 |       
|% of Sales                   |  |                    | 20    | % |      |   | 20    | %     
|Decorating Solutions Segment |  | $                  | 5,327 |   |      | $ | 4,074 |       
|% of Sales                   |  |                    | 21    | % |      |   | 20    | %     
|Packaging Services Segment   |  | $                  | 365   |   |      | $ | 72    |       
|% of Sales                   |  |                    | 11    | % |      |   | 7     | %     



Consolidated gross
profit increased $1,546 as compared to the same period in the prior year as a result of the increase in sales. Both the Decorating Solutions Segment and the Packaging Services Segment gross profit as a percentage of sales increased as compared to
the same period in the prior year. The increase in the Decorating Solutions Segment gross profit as a percentage of sales was due to the favorable customer and product mix. The Packaging Services Segments gross profit percentage of sales for
the three months ended June 30, 2003 is more reflective of the normal operations of the business as compared to the same period in the prior year. This is due to the fact that the three months ended June 30, 2002 only includes one month of
operations as compared to a full quarter for the period ended June 30, 2003.



|                                    |  | Three Months Ended |       |   |      |   |       |       
|----------------------------------- |  | ------------------ | ----- | - | ---- | - | ----- | ------
|                                    |  | June 30,           |       |   | $    |   | %     |       
|                                    |  | 2003               |       |   | 2002 |   |       | Change
|Selling, General and Administrative |  |                    |       |   |      |   |       |       
|Consolidated SGA                    |  | $                  | 2,468 |   |      | $ | 1,669 |       
|% of Sales                          |  |                    | 8     | % |      |   | 8     | %     



Selling, general and
administrative expenses increased due to the Companys continued investment in sales and marketing programs as well as the respective expenses of Dec Tech and Quick Pak. As a percentage of sales, selling, general and administrative expenses
remained unchanged at 8% for the three months ended June 30, 2003 as compared to the same period last year.



|                 |  | Three Months Ended |  |         |   |  |         | 
|---------------- |  | ------------------ |  | ------- | - |  | ------- | 
|                 |  | June 30,           |  |         | $ |  | %       | 
|                 |  | 2003               |  | 2002    |   |  | Change  | 
|Interest Expense |  |                    |  |         |   |  |         | 
|Interest Expense |  | $   369            |  | $   335 |   |  | $    34 | 



Interest expense
increased slightly as compared to the same period in the prior year as a result of an increase in long-term debt.



|                   |  | Three Months Ended |  |         |   |  |        | 
|------------------ |  | ------------------ |  | ------- | - |  | ------ | 
|                   |  | June 30,           |  |         | $ |  | %      | 
|                   |  | 2003               |  | 2002    |   |  | Change | 
|Income Tax         |  |                    |  |         |   |  |        | 
|Income Tax Expense |  | $1,024             |  | $   806 |   |  | $218   | 



Income tax expense
increased $218 as compared to the same period in the prior year primarily due to the related increase in net income. The effective tax rate for the three months ended June 30, 2003 remained unchanged at 39% as compared to the same period in the
prior year.



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##### Table of Contents

|Item 2. |  | Managements Discussion and Analysis of Financial Condition and Results of Operations (Amounts in Thousands) (continued)
|------- |  | ------------------------------------------------------------------------------------------------------------------------



Liquidity and Capital Resources



Through the three months ended June 30, 2003, net cash used in operating
activities was $1,395 as compared to $1,034 through the same period of the prior year. The change is due primarily to the increase in accounts receivable as well as a pay down of accounts payable. The accounts receivable increase is a result of
increased sales during the three months ended June 30, 2003 and the acquisition of Dec Tech.



The Company intends to make capital expenditures of approximately $4,000 during fiscal 2004, consisting primarily of plant equipment and the installation of a new business enterprise system. The Company believes that
cash flow from operations and availability under the revolving line of credit are sufficient to meet its capital requirements and debt service requirements for the next twelve months. From time to time the Company has reviewed potential acquisitions
of businesses. Such acquisitions may require the Company to issue additional equity or incur additional debt.



The Company has available under its Revolving Credit Agreement $6,000 at June 30, 2003 to provide for additional cash needs. The Company entered into its
current credit agreement with PNC Bank, Key Bank, LaSalle Bank and Harris Trust and Savings Bank on July 12, 2002. The credit agreement provides for a revolving line of credit up to a maximum of $6,000 and an acquisition facility of $15,000, which
was partially utilized in July 2002, in connection with the acquisition of Quick Pak. The acquisition facility which expired in July 2003, is currently being renewed with the bank group. Under the terms of the credit agreement, the Company is
subject to several financial covenants. The financial covenants require the Company to maintain certain leverage and fixed charge ratios as well as maintain a minimum tangible net worth. The Company is prohibited from declaring dividends on the
common stock of the Company under the agreement. The credit agreement expires in July 2005.



The Company believes it has both sufficient short and long term liquidity financing. The Company had a working capital position of $7,983 and $(785) at June 30, 2003 and 2002, respectively. At June 30, 2003, the
Company was in compliance with its loan covenants and current in its principal and interest payments on all debt.



The following table summarizes the Companys contractual obligations as of June 30, 2003:



Contractual Obligations ($ in thousands)



Aggregated Information about Contractual Obligations and Other Commitments:



|June 30, 2003                            |  | Total |        | Year 1 |   | Year 2 |  | Year 3 |       | Year 4 |   | Year 5 |  | More than 5 Years
|---------------------------------------- |  | ----- | ------ | ------ | - | ------ |  | ------ | ----- | ------ | - | ------ |  | -----------------
|                                         |  |       |        |        |   |       
|                                         |  |       |        |        |   |       
|Long-Term Debt                           |  | $     | 22,404 |        | $ | 5,731  |  | $      | 5,581 |        | $ | 2,659  |  | $                
|Rent due under Capital Lease Obligations |  |       | 12,352 |        |   | 585    |  |        | 557   |        |   | 554    |  |                  
|Rent due under Operating Leases          |  |       | 9,807  |        |   | 1,483  |  |        | 1,304 |        |   | 1,242  |  |                  
|Other Long-Term Obligations              |  |       | 369    |        |   |        |  |        |       |        |   |        |  |                  
|Unconditional Purchase Obligations       |  |       | None   |        |   |        |  |        |       |        |   |        |  |                  
|                                         |  |       |        |        |   |        |  |        |       |        |   |        |  |                  
|Total Contractual Cash Obligations       |  | $     | 44,932 |        | $ | 7,799  |  | $      | 7,442 |        | $ | 4,455  |  | $                
|                                         |  |       |        |        |   |        |  |        |       |        |   |        |  |                  



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##### Table of Contents

|Item 3. |  | Quantitative and Qualitative Disclosures About Market Risk
|------- |  | ----------------------------------------------------------



The Company has no material changes to the disclosure made on this matter in the Companys Form 10-K for the year ended March 31, 2003.



|Item 4. |  | Controls and Procedures
|------- |  | -----------------------



The Companys chief executive officer and chief financial officer evaluated the Companys disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15(e) and 15d-15(e) of the
Securities Exchange Act of 1934. Their evaluation concluded that the disclosure controls and procedures are effective in connection with the filing of this Quarterly Report on Form 10-Q for the quarter ended June 30, 2003.



There have been no significant changes in the Companys internal
controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any significant deficiencies or material weaknesses of internal controls that would require corrective action.



Forward Looking Statements



Forward-looking statements in this release including, without limitations,
statements relating to the Companys plans, strategies, objectives, expectations, intentions and adequacy of resources, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the 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. These factors include, among others, the following: general economic and business conditions; the ability to integrate acquisitions; the success of its significant customers; competition;
acceptance of new product offerings; changes in business strategy or plans; quality of management; availability, terms and development of capital; availability of raw materials; business abilities and judgement of personnel; changes in, or the
failure to comply with, government regulations, and other factors. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.



Part IIOther Information



|Item 1. |  | Legal Proceedings  None.
|------- |  | -------------------------



|Item 2. |  | Changes in Securities  None.
|------- |  | -----------------------------



|Item 3. |  | Defaults upon Senior Securities  None.
|------- |  | ---------------------------------------



|Item 4. |  | Submission of Matters to a Vote of Security Holders  None.
|------- |  | -----------------------------------------------------------



|Item 5. |  | Other Information  None.
|------- |  | -------------------------



|Item 6. |  | Exhibits and Reports on Form 8-K 
|------- |  | ----------------------------------



(a) Exhibits:



|     | 
|---- | 
|31.1 | 
|     | 
|31.2 | 



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##### Table of Contents

|Item 6. |  | Exhibits and Reports on Form 8-K (continued) 
|------- |  | ----------------------------------------------



|     | 
|---- | 
|32.1 | 
|     | 
|32.2 | 



(b) Reports on Form
8-K:



| | 1. |  | A report pursuant to Item 12 of Form 8-K was filed on May 6, 2003, to announce its results of operations for the fourth quarter and fiscal year ending March 31, 2003.
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

Signature



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.



|                      |  |  |  | MULTI-COLOR CORPORATION (Registrant)
|--------------------- |  |  |  | ------------------------------------
|                      |  |  | 
|Date: August 13, 2003 |  |  |  | By:                                 
|                      |  |  |  |                                     
|                      |  |  |  |                                     





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