<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                         FORM 10-K/A AMENDMENT NO. 2*

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

(Mark One)
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 [FEE REQUIRED]
     For the fiscal year ended June 30, 1997.

                                      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:  0-22730
                                                -------

                          COMMUNICATIONS CENTRAL INC.
                          ---------------------------
            (Exact name of registrant as specified in its charter)

       GEORGIA                                                   58-1804173
--------------------------------------------------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)
          

1150 NORTHMEADOW PARKWAY, SUITE 118, ROSWELL, GEORGIA               30076
--------------------------------------------------------------------------------
(Address of principal executive offices)                         (Zip Code)

      Registrant's telephone number, including area code: (770) 442-7300
                                                          --------------
       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 the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

     Aggregate market value of the voting stock held by non-affiliates of the
Registrant as of September 25, 1997:  $51,866,817.75.

     Number of shares of Common Stock outstanding as of October 24, 1997:
6,285,987.

  *  The purpose of this Amendment No. 2 on Form 10-K/A to the Annual Report on
     Form 10-K ("the Report") of Communications Central Inc., ("CCI or the
     Company") is to amend (i) tables I and III of Item 11 and (ii) Item 12 of
     the Report.
<PAGE>
 
Item 11.  Executive Compensation.
-------------------------------- 

                     Table I - Summary Compensation Table

     The following table sets forth certain information required by the SEC
relating to various forms of compensation awarded to, earned by or paid to all
individuals serving as the Company's Chief Executive Officer during fiscal 1997
and the executive officers other than the Chief Executive Officer who earned
more than $100,000 during fiscal 1997 and who were serving as executive officers
at the end of fiscal 1997. Such executive officers are hereinafter referred to
as the Company's "Named Executive Officers."

<TABLE>
<CAPTION>
                                                                             LONG TERM
                                                                             ---------
                                                                            COMPENSATION
                                   ANNUAL COMPENSATION                        AWARDS
                                   -------------------                        ------
                                                                            SECURITIES
                                                                            UNDERLYING            ALL OTHER
                                   FISCAL        SALARY       BONUS         OPTIONS/SAS          COMPENSATION
NAME AND POSITION                   YEAR           ($)         ($)              (#)                   ($)
-----------------                  ------        ------       -----         -----------          ------------
<S>                                <C>           <C>         <C>            <C>                  <C>
Rodger L. Johnson                   1997         228,000     114,000 /6/             --                3,000 /1/      
  President and Chief               1996         152,000          --            500,000 /2/            2,010 /1/      
  Executive Officer                                                                                             
                                                                                                                
C. DOUGLAS MCKEEVER                 1997         130,000          --                 --                   --      
  Vice President, Finance           1996          54,167          --             60,000 /3/               --      
                                                                                                                
ANTHONY J. PALERMO                  1997         175,000          --                 --                   --      
Vice President,                     1996          87,500          --             90,000 /4/               --      
Sales and Marketing                                                                                             
                                                                                                                
Robert E. Bowling                   1997          95,000      12,500             15,000 /5/               --      
Vice President, Operations          1996          72,500      37,500                 --                   --      
of CCI, and General Manager,        1995          44,369          --              5,000 /5/               --      
InVision                                                                          6,500 /5/  
</TABLE>

    /1/   Represents payment for a life insurance policy on behalf of Mr.
          Johnson.
 
    /2/   The options granted to Mr. Johnson vested as to 74,999 shares on
          November 6, 1996, and as to 43,750 shares (in monthly increments of
          6,250) from December 1, 1996 through June 1997. The options granted to
          Mr. Johnson will vest as to 181,250 shares in monthly increments of
          6,250 continuing through November 1, 1999. Additionally, 50,000 shares
          vested on March 9, 1997, and 50,000 shares vested on June 6, 1997, as
          a result of the price of the Company's Common Stock reaching certain
          established target levels. The

                                       2
<PAGE>
 
          option vests as to the remaining 100,000 shares if the price of the
          Company's Common Stock reaches and maintains certain established
          target levels or on November 6, 2000, if Mr. Johnson is still employed
          by the Company. The option terminates on November 6, 2005, or, if
          earlier, three months after the termination of Mr. Johnson's
          employment, except in the case of his disability or death, in which
          cases the options terminate one year after Mr. Johnson's retirement
          from the Company or his death, respectively.

     /3/  The option granted to Mr. McKeever vested as to 9,000 shares on
          January 15, 1997, and as to 3,750 shares (in monthly increments of
          750) from February 1, 1997 through June 1997. The option granted to
          Mr. McKeever will vest as to 23,250 shares in monthly increments of
          750 from July, 1997 and continuing through January 1, 2000.
          Additionally, 6,000 shares vested on March 5, 1997 and 6,000 shares
          vested on June 9, 1997 as a result of the price of the Company's
          Common Stock reaching certain established levels. The option vests as
          to the remaining 12,000 shares if the price of the Company's Common
          Stock reaches and maintains certain established target levels or, if
          later, on January 15, 2001, if Mr. McKeever is still employed by the
          Company. The option terminates on January 15, 2006, or, if earlier,
          three months after the termination of Mr. McKeever's employment,
          except in the case of his disability or death, in which cases the
          option terminates one year after Mr. McKeever's retirement from the
          Company or his death, respectively.

    /4/   The option granted to Mr. Palermo vested as to 13,500 shares on
          January 2, 1997, and as to 5,625 shares (in monthly increments of
          1,125) from February 1, 1997 through June 1997. The option granted to
          Mr. Palermo will vest as to 6,750 shares in monthly increments of
          1,125 from July, 1997 and continuing through December 1, 1997, and
          will vest as to 28,125 shares in monthly increments of 1,125 from
          January 1, 1998 and continuing through January 1, 2000. Additionally,
          9,000 shares vested on May 3, 1996 and 9,000 shares vested on June 9,
          1997 as a result of the price of the Company's Common Stock reaching
          certain established levels. The option vests as to the remaining
          18,000 shares if the price of the Company's Common Stock reaches and
          maintains certain established target levels or, if later, on January
          2, 2001, if Mr. Palermo is still employed by the Company. The option
          terminates on January 2, 2006, or, if earlier, three months after the
          termination of Mr. Palermo's employment, except in the case of his
          disability or death, in which cases the option terminates one year
          after Mr. Palermo's retirement from the Company or his death,
          respectively.

     /5/  All of the shares listed for Mr. Bowling represent shares subject to
          currently exercisable options.

     /6/  Pursuant to the terms of Mr. Johnson's employment agreement with the
          Company, Mr. Johnson earned such Bonus as a result of meeting certain

                                       3
<PAGE>
 
         performance target goals.  Such Bonus was granted after the end of
         fiscal 1997.

       TABLE III - AGGREGATED OPTION EXERCISES IN FISCAL 1997 AND FISCAL
                  Year-End Option Values for such Fiscal Year

         None of the Company's Named Executive Officers exercised any stock
     options during fiscal 1997. The following table shows the number of shares
     of Common Stock subject to exercisable and unexercisable stock options held
     by each of the Named Executive Officers as of June 30, 1997. The table also
     reflects the values of such options based on the positive spread between
     the exercise price of such options and $11.00, which was the closing sales
     price of a share of the Company's Common Stock reported on the Nasdaq Stock
     Market on June 30, 1997.

<TABLE>
<CAPTION> 
                                                                                   
                                                                                  VALUE OF UNEXERCISED      
                                                  NUMBER OF                      IN-THE-MONEY OPTIONS  
                  SHARES                         UNEXERCISED                        AT YEAR-END              
                ACQUIRED        VALUE             OPTIONS AT                           ($)2/          
                                                                                       -----
             ON EXERCISE     REALIZED           YEAR-END (#)1/                                    
                     (#)          ($)          ----------------            EXERCISABLE           UNEXERCISABLE          
                     ---         ----                                      -----------           -------------
                                        EXERCISABLE         UNEXERCISABLE   
                                        -----------         ------------- 
NAME                                    
---- 
<S>          <C>             <C>        <C>                 <C>            <C>                   <C>         
Mr. Johnson       0           $0.00          218,749           281,251 /3/      $984,370           $1,265,629
Mr. McKeever      0           $0.00           24,750            32,250 /4/      $142,312           $  185,438
Mr. Palermo       0           $0.00           37,125            52,875 /5/      $241,312           $  343,687
Mr. Bowling       0           $0.00             7664 /6/         18836 /6/      $ 44,083           $   95,166
</TABLE>
                                                                                


     /1/  Includes options granted prior to fiscal 1997.
 
     /2/  The value of unexercised in-the-money options as of June 30, 1997 is
          calculated as follows: [(Per Share Closing Sale Price as of June 30,
          1997) - (Per Share Exercise Price)] x Number of Shares Subject to
          Unexercised Options. The closing sale price reported by the NASDAQ
          National Market of the Company's Common Stock as of June 30, 1997 was
          $11.00 per share.

     /3/  The option granted to Mr. Johnson vested as to 74,999 shares on
          November 6, 1996, and as to 43,750 shares (in monthly increments of
          6,250) from December 1, 1996 through June 1997. The option granted to
          Mr. Johnson will vest as to 181,250 shares in monthly increments of
          6,250 continuing through November 1, 1999. Additionally, 50,000 shares
          vested on March 9, 1997, and 50,000 shares vested on June 10, 1997, as
          a result of the price of the Company's Common Stock reaching certain
          established target levels. The option vests as to the remaining
          100,000 shares if the price of the Company's Common Stock reaches and
          maintains certain established target levels or, if later, on November
          6, 2000, if Mr. Johnson is still employed by the Company. 

                                       4
<PAGE>
 
          The option terminates on November 6, 2005, or, earlier, three months
          after the termination of Mr. Johnson's employment with the Company,
          except in the case of his disability or death, in which cases the
          option terminates one year after Mr. Johnson's retirement from the
          Company or his death, respectively.

     /4/  The option granted to Mr. McKeever vested as to 9,000 shares on
          January 15, 1997, and as to 3750 shares (in monthly increments of 750)
          from February 1, 1997 through June 1997. The option granted to Mr.
          McKeever will vest as to 23,250 shares in monthly increments of 750
          from July, 1997 and continuing through January 1, 2000. Additionally,
          6,000 shares vested on March 5, 1997 and 6,000 shares vested on June
          9, 1997 as a result of the price of the Company's Common Stock
          reaching certain established levels. The option vests as to the
          remaining 12,000 shares if the price of the Company's Common Stock
          reaches and maintains certain established target levels or, if later,
          on January 15, 2001, if Mr. McKeever is still employed by the Company.
          The option terminates on January 15, 2006, or, if earlier, three
          months after the termination of Mr. McKeever's employment with the
          Company, except in the case of his disability or death, in which cases
          the option terminates one year after Mr. McKeever's retirement from
          the Company or his death, respectively.

     /5/  The option granted to Mr. Palermo vested as to 13,500 shares on
          January 2, 1997, and as to 5,625 shares (in monthly increments of
          1,125) from February 1, 1997 through June 1997. The option granted to
          Mr. Palermo will vest as to 6,750 shares in monthly increments of
          1,125 from July, 1997 and continuing through December 1, 1997, and
          will vest as to 28,125 shares in monthly increments of 1,125 from
          January 1, 1998 and continuing through January 1, 2000. Additionally,
          9,000 shares vested on May 3, 1996 and 9,000 shares vested on June 9,
          1997 as a result of the price of the Company's Common Stock reaching
          certain established levels. The option vests as to the remaining
          18,000 shares if the price of the Company's Common Stock reaches and
          maintains certain established target levels or, if later, on January
          2, 2001, if Mr. Palermo is still employed by the Company. The option
          terminates on January 2, 2006, or, if earlier, three months after the
          termination of Mr. Palermo's employment with the Company, except in
          the case of his disability or death, in which cases the option
          terminates one year after Mr. Palermo's retirement from the Company or
          his death, respectively .

     /6/  Effective as of October 1, 1997, all of the shares listed for Mr.
          Bowling represent shares subject to currently exercisable options.

                                       5
<PAGE>
 
     ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
     ------------------------------------------------------------------------ 

          The following table sets forth information concerning (i) those
     persons known by management of the Company to own beneficially more
     than 5% of the Company's outstanding Common Stock, (ii) the directors
     and director nominees of the Company, (iii) the executive officers
     named in the Summary Compensation Table included elsewhere herein and
     (iv) all directors and executive officers of the Company as a group.
     Except as otherwise indicated in the footnotes below, such information
     is provided as of October 24, 1997. According to rules adopted by the
     SEC, a person is the "beneficial owner" of securities if he or she has
     or shares the power to vote them or to direct their investment or has
     the right to acquire beneficial ownership of such securities within 60
     days through the exercise of an option, warrant or right, the
     conversion of a security or otherwise. Except as otherwise noted, the
     indicated owners have sole voting and investment power with respect to
     shares beneficially owned. An asterisk in the percent of class column
     indicates beneficial ownership of less than 1% of the outstanding
     Common Stock.

<TABLE>
<CAPTION>
                                                            AMOUNT AND NATURE OF
NAME OF                                                         BENEFICIAL
Beneficial Owner                                                 Ownership               PERCENT OF
----------------                                                -----------              Class
                                                                                         ----- 
<S>                                                         <C>                          <C>
RIT Capital Partners plc /1/............................          981,880                 15.6%
Entities affiliated with Goldman, Sachs, & Co. /2/                655,000                 10.4%
Heartland Advisors, Inc. /3/                                      573,400                  9.1%
Entities affiliated with Brinson Partners, Inc. /4/               476,448                  7.6%
Entities affiliated with MVP Ventures Group /5/.........          432,661                  6.9%
Robert C. Fisher, Jr. /6/...............................            9,748                   *
Richard W. Oliver /7/...................................           24,862                   *
Peter A. Schober /8/....................................           10,900                   *
Ronald C. Warrington /9/................................           24,398                   *
Rodger L. Johnson /10/..................................          256,249                  4.0%
C. Douglas McKeever /11/................................           29,250                   *
Anthony J.  Palermo /12/................................           46,875                   *
Robert E. Bowling /13/..................................           30,838                   *
All current directors, director nominees and
  current executive officers as a group
  (9 persons)...........................................          448,952                  7.1%
</TABLE>

________________
     /1/  The business address of RIT Capital Partners Plc is 27 St. James's
          Place, London, England SWIA INR.

     /2/  The business address of Goldman, Sachs, & Co. and related entities is
          85 Broad Street, New York, New York 10004. Entities whose shares are
          included with Goldman, Sachs & Co.'s shares above include the parent 

                                       6
<PAGE>
 
          holding company The Goldman Sachs Group, L.P.  The numbers reported
          were derived from a Schedule 13G executed by Goldman, Sachs, & Co. on
          February 10, 1997, and filed with the Securities and Exchange
          Commission on February 10, 1997.

     /3/  The business address of Heartland Advisors, Inc. is 790 North
          Milwaukee Street, Milwaukee, Wisconsin 53202. The numbers reported
          were derived from a Schedule 13G executed by Heartland Advisors, Inc.
          on February 12, 1997, and filed with the Securities and Exchange
          Commission on February 14, 1997.

     14/  The business address of Brinson Partners, Inc. and related entities is
          209 South LaSalle, Chicago, Illinois 60604-1295.  Entities whose
          shares are included with Brinson Partners, Inc.'s shares above
          include: (i) Brinson Trust Company; (ii) Brinson Holdings, Inc.; (iii)
          SBC Holding (USA), Inc.; and (iv) Swiss Bank Corporation.  The numbers
          reported were derived from a Schedule 13G executed by Brinson
          Partners, Inc. on February 12, 1997, and filed with the Securities and
          Exchange Commission on February 13, 1997.

     /5/  The business address of MVP Ventures Group ("MVP") and related
          entities is 45 Milk Street, Boston, Massachusetts 02109. Entities
          whose shares are included with MVP's shares above include: (i)
          Chestnut III Ltd. Partnership (54,997 shares held of record); (ii)
          Chestnut Capital International III (73,177 shares held of record);
          (iii) Late Stage Fund 1990 Limited Partnership (218,856 shares held of
          record); (iv) Late Stage Fund 1991 Limited Partnership (84,787 shares
          held of record); and (v) MVP Investors Limited Partnership (844 shares
          held of record).

     /6/  All of the shares listed for Mr. Fisher represent shares subject to
          currently exercisable options.

     /7/  Shares beneficially owned by Mr. Oliver include 2,000 shares owned by
          him directly and 22,862 shares subject to currently exercisable
          options.
 
     /8/  Shares beneficially owned by Mr. Schober include 9,656 shares subject
          to currently exercisable options, 400 shares held of record by William
          Schober, Mr. Schober's son, and 844 shares beneficially owned by MVP.
          While Mr. Schober may be deemed to be an "affiliate" of MVP, he
          disclaims beneficial ownership of such shares.

     /9/  All of the shares listed for Mr. Warrington represent shares subject
          to currently exercisable options.
 
                                       7
<PAGE>
 
     /10/ All of the shares listed for Mr. Johnson are exercisable within 60
          days. See " Employment Agreement" for vesting terms.

     /11/ The options granted to Mr. McKeever vested as to 9,000 shares on
          January 15, 1997, and as to 3,750 shares (in monthly increments of
          750) from February 1, 1997 through June 1997.  The options granted to
          Mr. McKeever will vest as to 23,250 shares in monthly increments of
          750 from July, 1997 and continuing through January 1, 2000.
          Additionally, 6,000 shares vested on March 5, 1997 and 6,000 shares
          vested on June 9, 1997 as a result of the price of the Company's
          Common Stock reaching certain established levels.  The option vests as
          to the remaining 12,000 shares if the price of the Company's Common
          Stock reaches and maintains certain established target levels or on
          January 15, 2001, if Mr. McKeever is still employed by the Company.
          The option terminates on January 15, 2006, or, if earlier, three
          months after the termination of Mr. McKeever's employment, except in
          the case of his disability or death, in which cases the options
          terminate one year after Mr. McKeever's retirement from the Company or
          his death, respectively.

     /12/ Shares beneficially owned by Mr. Palermo include 3000 shares owned by
          him directly and 43,875 shares subject to currently exercisable
          options.  The options granted to Mr. Palermo vested as to 13,500
          shares on January 2, 1997, and as to 5,625 shares (in monthly
          increments of 1,125) from February 1, 1997 through June 1997.  The
          options granted to Mr. Palermo will vest as to 6,750 shares in monthly
          increments of 1,125 from July, 1997 and continuing through December 1,
          1997, and will vest as to 28,125 shares in monthly increments of 1,125
          from January 1, 1998 and continuing through January 1, 2000.
          Additionally, 9,000 shares vested on May 3, 1996 and 9,000 shares
          vested on June 9, 1997 as a result of the price of the Company's
          Common Stock reaching certain established levels.  The option vests as
          to the remaining 18,000 shares if the price of the Company's Common
          Stock reaches and maintains certain established target levels or on
          January 2, 2001, if Mr. Palermo is still employed by the Company.  The
          option terminates on January 2, 2006, or, if earlier, three months
          after the termination of Mr. Palermo's employment, except in the case
          of his disability or death, in which cases the options terminate one
          year after Mr. Palermo's retirement from the Company or his death,
          respectively.

     /13/ Shares beneficially owned by Mr. Bowling include 4,338 shares owned by
          him directly and 26,500 shares subject to currently exercisable
          options.

                                      8 
<PAGE>
 
                                   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.

                                   Communications Central Inc.



Date: December 15, 1997            /s/ Rodger L. Johnson
                                   ---------------------
                                   Rodger L. Johnson
                                   Chief Executive Officer and Director
                                   (principal executive officer)

                                       9