<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-K/A
                                (Amendment No. 1)

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

                     For the fiscal year ended July 31, 1996

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

              For the transition period from _________ to _________

                         Commission file number: 0-25554

                           Continental Circuits Corp.
                           __________________________
             (Exact name of registrant as specified in its charter)

              Delaware                                       86-0267198 
              ________                                       __________ 
  (State or other jurisdiction of                         (I.R.S. Employer
   incorporation or organization)                        Identification No.)

   3502 East Roeser Road, Phoenix, Arizona                      85040
   _______________________________________                      _____
   (Address of principal executive offices)                   (Zip Code)

        Registrant's telephone number, including area code: 602-268-3461

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

                          Common Stock, $.01 par value
                          ____________________________
                                (Title of class)

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

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

         As of October 24, 1996, 7,194,725 shares of Common Stock were
outstanding, and the aggregate market value of the Common Stock (based upon the
$11.25 closing sale price on that date in the Nasdaq National Market) held by
nonaffiliates (excludes shares reported as beneficially owned by directors and
officers - does not constitute an admission as to affiliate status) was
approximately $80,940,656.25.

                       DOCUMENTS INCORPORATED BY REFERENCE
<TABLE>
<CAPTION>
                                                                      Part of Form 10-K Into Which Portions of
              Document                                                        Document are Incorporated
              --------                                                        -------------------------
<S>                                                                                   <C>
Annual Report to Shareholders for the fiscal ended year ended July 31, 1996           Part II 
Proxy Statement for 1996 Annual Meeting of Shareholders                               Part III
</TABLE>
<PAGE>   2
                                   PART IV

Item 14.              Exhibits, Financial Statement Schedules, and Reports
                      on Form 8-K.

     (a)              Documents filed:

                      1.       Financial statements.

                               The financial statements required to be filed by
                      Item 8 hereof have been incorporated by reference to the
                      Registrant's 1996 Annual Report to Shareholders and
                      consist of the following:

                               Report of Ernst & Young LLP, Independent Auditors

                               Balance Sheets as of July 31, 1995 and 1996

                               Statements of Income for each of the three years
                               ended July 31, 1994, 1995 and 1996

                               Statements of Shareholders' Equity for each of
                               the three years ended July 31, 1994, 1995 and
                               1996

                               Statements of Cash Flows for each of the three
                               years ended July 31, 1994, 1995 and 1996

                               Notes to Financial Statements

                      2.       Financial statement schedules.

                      All schedules for which provision is made in the
applicable accounting regulation of the Securities and Exchange Commission are
not required under the related instructions or are inapplicable, and therefore
have been omitted.

                      3.       Exhibits.

                      See Exhibit Index included as the last part of this
report, which Index is incorporated herein
by this reference.

     (b)              Reports on Form 8-K:

                      No Current Reports on Form 8-K were filed during the
quarter ended July 31, 1996.


                                       2
<PAGE>   3
                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

CONTINENTAL CIRCUITS CORP.


By /s/  Joseph G. Andersen                               Dated November 12, 1996
  --------------------------------------------
     Joseph G. Andersen
     Vice President - Finance, Chief Financial
       Officer, Secretary and Treasurer
     (principal financial and accounting
     officer)



                                       S-1
<PAGE>   4
                           CONTINENTAL CIRCUITS CORP.

                      Exhibit Index to Report on Form 10-K
                     for the fiscal year ended July 31, 1996

<TABLE>
<CAPTION>
                                                                                                           Filed         Previously
                                                                                                           -----         ----------
Exhibit          Description                                       Incorporated herein by reference        Herewith      Filed
-------          -----------                                       --------------------------------        --------      -----
No.                                                                to:
---                                                                ---
<S>              <C>                                               <C>                                     <C>           <C>

3.1              Articles of Incorporation, as amended             Exhibit 3.1 to Registrant's
                                                                   Registration Statement on Form
                                                                   S-1 declared effective on March
                                                                   14, 1995 (SEC File 33-88368)
                                                                   ("March 1995 S-1")

3.2              By-Laws, as amended                               Exhibit 3.2 to March 1995 S-1

4.1              Article fifth of Certificate of Incorporation     Exhibit 4.1 to March 1995 S-1
                 of Registrant

10.1             Loan Agreement by and between                     Exhibit 10.1 to Registrant's
                 Registrant and Bank One, Arizona, NA              Quarterly Report on From 10-Q
                 dated October 31, 1995 (including                 for the Quarter Ended October
                 Arbitration Resolution and Consent and            31, 1995 ("October 1995 10-Q")
                 Agreement of Guarantor between
                 Continental Circuits Corp. and Bank One
                 Arizona, NA)

10.2             Promissory Note between Registrant and            Exhibit 10.2 to October 1995
                 Bank One, Arizona, NA dated October 31,           10-Q
                 1995

10.3             Revolving Promissory Note between                 Exhibit 10.3 to October 1995
                 Registrant and Bank One, Arizona, NA              10-Q
                 dated October 31, 1995

10.4             Deed of Trust, Assignment of Rents,               Exhibit 10.4 to March 1995 S-1
                 Security Agreement, and Fixture Filing by
                 and among Registrant, Arizona Trust
                 Deed Corporation, an Arizona
                 Corporation, and Bank One, Arizona, NA
                 dated April 28, 1994

10.5             Security Agreement by Registrant in favor         Exhibit 10.5 to March 1995 S-1
                 of Bank One, Arizona, NA dated April 28,
                 1994

10.6             Pledge and Irrevocable Proxy Security             Exhibit 10.6 to March 1995 S-1
                 Agreement by Registrant in favor of Bank
                 One, Arizona, NA dated April 28, 1994
</TABLE>

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

* Management contract or compensatory plan or arrangement required to be filed
pursuant to Item 14(c) of Form 10-K.


                                      EX-1
<PAGE>   5
<TABLE>
<CAPTION>
                                                                                                           Filed         Previously
                                                                                                           -----         ----------
Exhibit          Description                                       Incorporated herein by reference        Herewith      Filed
-------          -----------                                       --------------------------------        --------      -----
No.                                                                to:
---                                                                ---
<S>              <C>                                               <C>                                     <C>           <C>
10.7             Environmental Indemnity Agreement by              Exhibit 10.7 to March 1995 S-1
                 Registrant in favor of Bank One, Arizona,
                 NA dated April 28, 1994

10.8*            Form of Indemnification Agreement for             Exhibit 10.9 to March 1995 S-1
                 Directors and Officers

10.9*            Registrant's 1987 Stock Option Plan               Exhibit 10.10 to March 1995 S-1

10.10*           Form of Letter of Grant of options                Exhibit 10.11 to March 1995 S-1
                 pursuant to Registrant's 1987 Stock
                 Option Plan (including Share Repurchase
                 Agreement and Consent of Spouse)

10.11*           Form of Share Repurchase Agreement                Exhibit 10.12 to March 1995 S-1
                 pursuant to Registrant's 1985 Stock
                 Option Plan (including Consent of
                 Spouse)

10.12*           Form of Letter of Grant of options to             Exhibit 10.13 to March 1995 S-1
                 Frederick G. McNamee, III

10.13*           Compensation Agreement between                    Exhibit 10.14 to March 1995 S-1
                 Registrant and Robert F. Lutz dated June
                 30, 1993

10.14*           Confidentiality and Non-Competition               Exhibit 10.15 to March 1995 S-1
                 Agreement between Registrant and Robert
                 F. Lutz dated January 1, 1995

10.15*           Compensation Agreement between                    Exhibit 10.16 to March 1995 S-1
                 Registrant and Frederick G. McNamee, III
                 dated as of September 12, 1994

10.16*           Separation Agreement and Release                  Exhibit 10.17 to March 1995 S-1
                 between Registrant and Michael O. Flatt
                 dated as of October 2, 1994

10.17*           Compensation Agreement between                    Exhibit 10.18 to March 1995 S-1
                 Registrant and Mark R. Hollinger dated
                 September 26, 1994

10.18*           Termination Agreement between                                                                           X
                 Registrant and Thomas E. Linnen
                 effective as of July 23, 1996

10.19*           Employment Offer Letter for Joseph G.                                                                   X
                 Andersen
</TABLE>


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

* Management contract or compensatory plan or arrangement required to be filed
pursuant to Item 14(c) of Form 10-K.



                                   EX-2
<PAGE>   6
<TABLE>
<CAPTION>
                                                                                                           Filed         Previously
                                                                                                           -----         ----------
Exhibit          Description                                       Incorporated herein by reference        Herewith      Filed
-------          -----------                                       --------------------------------        --------      -----
No.                                                                to:
---                                                                ---
<S>              <C>                                               <C>                                     <C>           <C>
10.20            Letter regarding Agreement to Settle              Exhibit 10.19 to March 1995 S-1
                 Action dated September 20, 1993 by C.W.
                 Jackson and Steven D. Fisher

10.21            Settlement Agreement and Release entered          Exhibit 10.20 to March 1995 S-1
                 into September 30, 1993 by and among
                 C.W. Jackson, Marguerite L. Jackson,
                 Steven D. Fisher, Lynn Ann Fisher, Fisher
                 Research, Inc., an Arizona corporation,
                 Registrant, Robert F. Lutz, Patricia Lutz,
                 Michael O. Flatt, Joanie Flatt, Leo A.
                 Small, Shelle Small, John W. Maddux,
                 Thomas Linnen, Barbara Linnen, Joan
                 Carr and Leatrice Carr

10.22            Registration Rights Agreement dated as of         Exhibit 10.21 to March 1995 S-1
                 October 1, 1993 by and among Registrant,
                 Steven D. Fisher and C.W. Jackson
                 (included as Exhibit D in Exhibit 10.20)

10.23            Standstill Agreement effective as of              Exhibit 10.22 to March 1995 S-1
                 October 1, 1993 by and among Registrant,
                 Steven D. Fisher and C.W. Jackson
                 (included as Exhibit D in Exhibit 10.20)

10.24            Preemptive Rights Agreement dated                 Exhibit 10.23 to March 1995 S-1
                 October 1, 1993 by and among Registrant,
                 C.W. Jackson, Marguerite L. Jackson,
                 Steven D. Fisher, and Lynn An Fisher
                 (included as Exhibit F in Exhibit 10.20)

11.1             Statement re computation of per share                                                                   X
                 earnings

13.1             Annual Report to Shareholders                                                             X

21.1             Subsidiaries of Registrant                        Exhibit 21.1 to March 1995 S-1

23.1             Consent of Ernst & Young LLP                                                              X

27.1             Financial Data Schedule                                                                                 X
</TABLE>


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

* Management contract or compensatory plan or arrangement required to be filed
pursuant to Item 14(c) of Form 10-K.



                                      EX-3