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

                         FORM 10-K/A AMENDMENT NO. 1*

                       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. 1 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 the Report and Add Items 10-13.
<PAGE>
 
                                    PART III
                                    --------

Item 10.  Directors and Executive Officers of the Registrant.
------------------------------------------------------------ 

Directors

     The Board of Directors currently consists of Robert C. Fisher, Jr., Rodger
L. Johnson, Richard W. Oliver, Peter A. Schober and Ronald C. Warrington.  The
terms of each member of the Company's Board of Directors expire upon the
election and qualification of the directors that will be elected at the 1997
Annual Meeting of Shareholders (the "Annual Meeting").

     Set forth below is certain information furnished to the Company by each
director.

ROBERT C. FISHER, JR.
Age:  38

     ROBERT C. FISHER, JR. has served as a director of the Company since April
1991.  In February 1985, Mr. Fisher joined Massey Burch Investment Group, Inc.,
a Nashville, Tennessee based venture capital firm, and served as an officer of
that firm from July 1987 to July 1995.  Since July 1995, Mr. Fisher has served
as the Chief Operating Officer of Corporate Supply Network, Inc., a company that
operates a network linking office supply dealers and manufacturers.  Mr. Fisher
also serves on the board of directors of PMT Services, Inc., a publicly-held
credit card payment processor.

RODGER L. JOHNSON
Age:  49

     RODGER L. JOHNSON was named as the Company's President and Chief Executive
Officer and appointed to the Board of Directors on November 6, 1995.  Prior to
joining the Company, Mr. Johnson served as the President and Chief Executive
Officer of JKC Holdings, Inc., a consulting company providing advice to the
information processing industry.  In that capacity, Mr. Johnson also served as
the Chief Operating Officer of Infomed Systems, Inc., a publicly-held medical
software manufacturer.  Before founding JKC Holdings, Inc., Mr. Johnson served
for approximately eight years as the President and Chief Operating Officer and
as the President and Chief Executive Officer of Brock Control Systems, Inc., a
publicly-held sales and marketing software provider.

RICHARD W. OLIVER
Age:  51

     RICHARD W. OLIVER has served as a director of the Company since October
1993 and served as the Company's Interim Chief Executive Officer from May 1995
to August 1995.  Since January 1992, Mr. Oliver has been a Professor of
Management at the Owen Graduate School of Management, Vanderbilt University,
Nashville, Tennessee. From May 1976 to January 1992, Mr. Oliver served in a
series of marketing capacities with Northern Telecom,
<PAGE>
 
including Vice President, Business and Residential Services, Vice President,
Corporate Marketing and as a special assistant to the Chairman and Chief
Executive Officer. Mr. Oliver serves on the boards of directors of Applied
Innovations Inc., Symmetricom and First Union National Bank of Tennessee.

PETER A. SCHOBER
Age:  38

     PETER A. SCHOBER has served as a director of the Company since April 1991
and served as the Company's Interim Chief Executive Officer from September 1995
to November 6, 1995.  Mr. Schober is a founding General Partner of MVP Ventures,
which was formed in January 1989, and Milk Street Ventures, formed in 1997.  MVP
Ventures and Milk Street Ventures are venture capital firms with a focus on
companies in the information technology field, including the wireless and
services sectors.  From September 1986 to December 1988, Mr. Schober was an
associate with TVM Techno Venture Management, a technology-oriented venture
capital firm with offices in Munich, Germany and Boston, Massachusetts.

RONALD C. WARRINGTON
Age:  38

     RONALD C. WARRINGTON has served as a director of the Company since October
1993. Since 1996, Mr. Warrington has been a principal of Energy and
Environmental Economics, Inc. From June 1995 to 1996, Mr. Warrington was a
principal of New Health Ventures, an affiliate of Blue Cross/Blue Shield of
Massachusetts that makes investments in technology-based companies in the
healthcare industry. From August 1993 to June 1995, Mr. Warrington was a
consultant for CSC/Index, a consulting firm with top tier clients in
telecommunications and other industries. Previously Mr. Warrington served as
President and Chief Operating Officer of United States Public Communications,
Inc., whose assets were acquired by the Company in 1992. From 1987 to 1991, Mr.
Warrington was President of Warrington Development Corporation, a private
investment and development firm. From 1983 to 1987, Mr. Warrington served in
various positions for the Chase Manhattan Bank, New York, New York.

Executive Officers

     The executive officers of the Company serve at the discretion of the Board
of Directors and presently include Mr. Johnson, Robert E. Bowling, C. Douglas
McKeever, Anthony J. Palermo and Barry E. Selvidge.  Set forth below is certain
information furnished by each of Messrs. Bowling, McKeever, Palermo and
Selvidge.  See "Director Nominee Biographical Information" for information about
Mr. Johnson.
<PAGE>
 
ROBERT E. BOWLING
Age: 40

     ROBERT E. BOWLING has served as the Company's Vice President, Operations
since April 25, 1996, and General Manager InVision since October 1995.  Mr.
Bowling has been with the Company since August, 1994 and has been involved in
the telecommunications industry since 1975.  Prior to joining the Company, Mr.
Bowling served as the Executive Vice President of InVision Telecommunications,
Inc., an inmate telephone provider whose assets were acquired by the Company in
1994.  Mr. Bowling previously served as the Vice President of Operations for
Americall Systems and also held positions with Contel of Kentucky and Advanced
Telecommunications Corporation.  Mr. Bowling's experience includes network
design, planning and management and switching operations.  In connection with
the sale of the Company's inmate division to Talton Holdings, Inc., Mr.
Bowling's employment with the Company and InVision will terminate on or before
90 days from October 1, 1997.


C. DOUGLAS McKEEVER
Age:  52

     C. DOUGLAS MCKEEVER has served as the Company's Vice President, Finance
since February 1996.  Prior to joining the Company, Mr. McKeever's career
encompassed various financial positions, including more than 20 years with
NationsBank of Georgia, N.A., where he served as the Senior Vice President
Commercial Lending and directed the bank's Technology Financing Group.  From
February 1994 through November 1995, Mr. McKeever served as the Internal
Financial Officer of Harry's Farmers Market.  Mr. McKeever also served as the
Chairman of the Finance Committee and as a Board Member of Scitrek from 1989
through 1991.

ANTHONY J. PALERMO
Age:  43

     ANTHONY J. PALERMO has served as the Company's Vice President of Sales and
Marketing since February 1996.  Prior to joining the Company, Mr. Palermo served
as the Managing Partner of Interactive Advisory Corporation from November 1994
to December 1995.  From February 1989 to November 1994, Mr. Palermo served in
various capacities at Brock Control Systems, Inc., including Chief Operating
Officer, Executive Vice President, Services, and Vice President, Sales and
Marketing. From May 1985 to February 1989, Mr. Palermo served as the Vice
President, Marketing for Interactive Financial Services, Inc.

BARRY E. SELVIDGE
Age:  39

     BARRY E. SELVIDGE served as the Company's General Counsel from August 1991
to December 1993 and has served as Vice President, Regulatory Affairs and
General Counsel since December 1993. In July 1995, he was named the Company's
Secretary. From January
<PAGE>
 
1989 to August 1991, he was a member of the law firm of Messer, Vickers,
Caparello, French, Madsen & Lewis of Tallahassee, Florida, where he practiced
administrative and appellate law and represented the American Public
Communications Council ("APCC"), the Florida Pay Telephone Association and
various other telecommunications clients. The APCC is an organization, of which
CCI is a member, that is comprised of companies that manufacture, sell and
manage payphone products and services in competition with the LECs. From August
1995 through April 1997, Mr. Selvidge served as Chairman of the Board of
Directors of the APCC, and is currently Chairman of its Legal Committee. Mr.
Selvidge also founded, and from 1986 to 1988 served in various executive
capacities with, Payphone Exchange Magazine, which covered the public        
                 --------------------------                          
communications market.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Company's directors, executive officers and persons who own
beneficially more than 10% of the Company's Common Stock to file reports of
ownership and changes in ownership of such stock with the Securities and
Exchange Commission (the "SEC") and the NASDAQ Stock Market.  Directors,
executive officers and greater than 10% shareholders are required by SEC
regulations to furnish the Company with copies of all such forms they file.  To
the Company's knowledge, based solely on a review of the copies of such reports
furnished to the Company and written representations that no other reports were
required, the Company's directors, executive officers and greater than 10%
shareholders complied during fiscal 1997 with all applicable Section 16(a)
filing requirements.
<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 $100,000 during fiscal 1997 and were serving as executive officers at
the end of fiscal 1997.  Such executive officers are hereinafter referred to as
the Company's "Named Executive Officers."
<TABLE>
<CAPTION>
                                                                             Long Term
                                                                             ----------
                                                                            Compensation
                                         Annual Compensation                   Awards
                                         -------------------                   ------
                                                                             Securities
                                                                             Underlying            All Other
                                   Fiscal       Salary        Bonus         Options/SAS          Compensation
Name and Position                   Year          ($)          ($)              (#)                   ($)
-----------------                   ----        -----         ----            -----                 ----- 
<S>                                <C>          <C>           <C>           <C>                  <C> 
RODGER L. JOHNSON                   1997        228,000        --               --                  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,                   1996         72,500      37,500             --                   --          
  Operations of CCI, and            1995         44,369        --              5,000/5/              --          
  General Manager, 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 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 
<PAGE>
 
         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 options 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 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. The option
         vests as to the remaining 24,000 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.

    /4/  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. The option vests as to the
         remaining 36,000 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.

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


<PAGE>
 
                    TABLE II - Option Grants in Fiscal 1997

          The following table presents information regarding options to purchase
shares of the Company's Common Stock granted to the Company's Named Executive
Officers during fiscal 1997.  The Company has no outstanding stock appreciation
rights ("SARs").  In accordance with SEC rules, the table shows the hypothetical
"gains" or "option spreads" that would exist for the respective options based on
assumed rates of annual compound stock price appreciation of 5% and 10% from the
date the options were granted over the full option term.

<TABLE>
<CAPTION>
                                                                                               
                                                                                    Potential Realizable
                                          Individual Grants                           Value at Assumed   
                                          -----------------                                Annual        
                                                                                    Rates of Stock Price    
                           No. of        % of Total                                 Appreciation for the 
                         Securities       Options        Exercise                        Option Term     
                         Underlying      Granted to      or Base                         -----------     
                          Options        Employees        Price       Expiration     5%             10%
Name                      Granted       During Year     ($/Share)        Date        ($)            ($)
----                      -------       -----------     ---------        ----        ---            ---
<S>                      <C>            <C>             <C>           <C>            <C>            <C> 
Mr. Johnson                 N/A             N/A            N/A            N/A        N/A            N/A
Mr. McKeever                N/A             N/A            N/A            N/A        N/A            N/A
Mr. Palermo                 N/A             N/A            N/A            N/A        N/A            N/A
Mr. Bowling               15,000/1/         27%          $6.13          8/15/06    $57,827       $146,545
</TABLE>


          /1/   All of the shares listed for Mr. Bowling represent shares
                subject to currently exercisable options.
<PAGE>
 
       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>
                                                          Number of                        Value of Unexercised
                      Shares                             Unexercised                       In-the-Money Options
                    Acquired           Value             Options at                            at Year-End     
                 on Exercise        Realized           Year-End (#)/1/                            ($)/2/       
Name                     (#)             ($)           ---------------                            ------      
----                     ---             ---     Exercisable       Unexercisable       Exercisable     Unexercisable
                                                 -----------       -------------       -----------     -------------
<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         35,250/4/          $142,312      $  185,438
Mr. Palermo          0                 $0.00              37,125         52,875/5/          $241,312      $  343,687
Mr. Bowling          0                 $0.00               7,664/6/      18,836/6/          $ 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 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 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 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
<PAGE>
 
                   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.

          /4/      The options 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 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. The option vests as to
                   the remaining 24,000 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.

          /5/      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. The option vests
                   as to the remaining 36,000 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.
 
          /6/      Effective as of October 1, 1997, all of the shares listed for
                   Mr. Bowling represent shares subject to currently exercisable
                   options.
<PAGE>
 
Director Compensation

     During fiscal 1997, all directors of the Company except Mr. Johnson were
considered non-employee directors and received an annual retainer of $15,000, a
fee of $3,000 for each day on which they attended a Board meeting in person and
$500 for each committee or telephonic Board meeting they participated in. All
directors are reimbursed for expenses incurred in connection with attendance at
Board and committee meetings. During fiscal 1994, 1995 and 1996, the Company had
implemented the Communications Central Inc. Stock Option Plan for Directors (the
"Directors Plan") that permitted non-employee directors to elect to receive
their annual director compensation in the form of cash or options to purchase
shares of Common Stock of the Company at an exercise price equal to 50% of the
current fair market value of a share. The Directors Plan was terminated by the
Board of Directors effective for fiscal year beginning July 1, 1996.

Employment Agreement

     On November 6, 1995, Communications Central of Georgia, Inc. ("CCG"), a
wholly-owned subsidiary of the Company, entered into an Employment Agreement
with Mr. Johnson pursuant to which Mr. Johnson serves as the President and Chief
Executive Officer of CCG and the Company. The Employment Agreement provides that
Mr. Johnson will serve for a period of two years, with automatic successive one
year renewal periods thereafter unless the Employment Agreement is terminated by
CCG or Mr. Johnson. Mr. Johnson receives a base salary of $228,000 per year,
subject to periodic increases at the discretion of the Compensation Committee of
the Board of Directors, and will be eligible to receive an annual bonus equal to
a percentage of his base salary. The Employment Agreement may be terminated by
CCG at any time for cause or for any reason upon 60 days prior written notice.
Mr. Johnson may terminate the Employment Agreement at any time if his health
should become seriously impaired or for any reason upon 60 days prior written
notice.

     If Mr. Johnson fails to perform his duties as a result of disability or
incapacity, he shall continue to receive his base salary until his employment
with the Company is terminated. Following termination as a result of disability
or incapacity, Mr. Johnson shall be paid pursuant to the Company's disability
insurance policies then in effect, as well as a pro rata portion of any Bonus
that he would have been paid had his employment not been terminated. If Mr.
Johnson's employment is terminated for Cause, or if Mr. Johnson terminates his
employment for reasons other than disability, the Company shall pay Mr. Johnson
his base salary through the date of termination. Should Mr. Johnson die during
the term of his Employment Agreement, the Company shall pay Mr. Johnson's estate
his base salary for ninety (90) days after the date of his death, as well as any
amounts payable pursuant to the Company's life insurance policies then in
effect, and a pro rata portion of any Bonus that he would have been paid. If Mr.
Johnson's employment shall be terminated as a result of a Change of Control,
subject to certain limitations, the Company shall pay Mr. Johnson his base
salary less $28,000, plus the average of any Bonus payments for the Company's
most recent two fiscal years preceding termination, payable monthly until the
later of either one year from the date of termination or November 5, 1998.

     In connection with the execution of the Employment Agreement described
above, the Company entered into a Stock Option Agreement dated as of November 6,
1995 with Mr. Johnson pursuant to which Mr. Johnson was granted an option to
purchase up to 500,000 shares of the Company's Common Stock at an exercise price
of $6.50 per share. 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 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 on
November 6, 2000, if Mr. Johnson is still employed by the Company. The option
terminates on November 6, 2005, or, if
<PAGE>
 
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.

Compensation Committee Interlocks and Insider Participation

     The Compensation Committee of the Board of Directors is comprised of
Messrs. Fisher and Warrington, with Mr. Warrington serving as Chairman. During
fiscal 1997, the Compensation Committee did not include any member of the Board
of Directors who at that time served as an officer or employee of the Company.
The Company's Chief Executive Officer, Mr. Johnson, is not a member of the
Compensation Committee, but typically provides information to the Committee
concerning the performance of the Company's executive officers and makes
recommendations concerning proposed adjustments to their compensation. During
fiscal 1997, no executive officer of the Company served as a member of the board
of directors of any entity which had executive officers who served on the
Company's Board of Directors during that year.
<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          Percent of
Beneficial Owner                                                 Ownership          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                  7.5% 
Entities affiliated with MVP Ventures Group/5/.........           432,661                  6.8%         
Robert C. Fisher, Jr./6/...............................             9,748                    *
Richard W. Oliver/7/...................................            24,862                    *
Peter A. Schober/8/....................................             9,711                    *
Ronald C. Warrington/9/................................            24,398                    *
Rodger L. Johnson/10/..................................           256,249                  4.0%
C. Douglas McKeever/11/................................            29,250                    *
Anthony J. Palermo/12/.................................            43,875                    *
Robert E. Bowling/13/..................................            26,500                    *
All current directors, director nominees and
  current executive officers as a group
  (10 persons).........................................           424,593                  6.7%
</TABLE>
-----------------------------

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


     /4/  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 8,467 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.


<PAGE>
 
      /9/ All of the shares listed for Mr. Warrington represent shares subject
          to currently exercisable options.
 
     /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.  The
          option vests as to the remaining 24,000 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/ 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. The option
          vests as to the remaining 36,000 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/ All of the shares listed for Mr. Bowling represent shares subject to
          currently exercisable options.
<PAGE>
 
Item 13.  Certain Relationships and Related Transactions.
-------------------------------------------------------- 
See Item 11 "Executive Compensation - Compensation Committee Interlocks and
Insider Participation" herein.

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

                                  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:  October 27, 1997           By: /s/ Rodger L. Johnson
                                      ---------------------
                                      Rodger L. Johnson
                                      Chief Executive Officer
                                      (principal executive officer)

Date:  October 27, 1997           By: /s/ C. Douglas McKeever
                                      -----------------------
                                      C. Douglas McKeever
                                      Chief Financial Officer and Director
                                      (principal financial and accounting 
                                       officer)

Date:  October 27, 1997           By: /s/ Robert C. Fisher, Jr.
                                      -------------------------
                                      Robert C. Fisher, Jr.
                                      Director

Date:  October 27, 1997           By: /s/ Richard W. Oliver
                                      -------------------------
                                      Richard W. Oliver
                                      Director

Date:  October 27, 1997           By: /s/ Ronald C. Warrington
                                      -------------------------
                                      Ronald C. Warrington
                                      Director

Date:  October 27, 1997           By: /s/ Peter A. Schober
                                      -------------------------
                                      Peter A. Schober
                                      Director