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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-K/A

|(Mark One)                                   |                                                                                          
|-------------------------------------------- | -----------------------------------------------------------------------------------------
|ý                                            | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|For the fiscal year ended September 30, 2002
|or                                          
|o                                            | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|For the transition period from
to           

Commission File Number (1-8328)

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Anacomp, Inc.(Exact Name of Registrant as Specified in Its Charter)

|Indiana(State or Other Jurisdiction of Incorporation or Organization) |  | 35-1144230(I.R.S. Employer Identification No.)
|--------------------------------------------------------------------- |  | ----------------------------------------------

15378 Avenue of Science, San Diego, California 92128-3407
(858) 716-3400(Address, Including Zip Code, and Telephone Number, Including Area Code, of Principal Executive Office)

Securities
registered pursuant to Section 12(b) of the Act:NoneSecurities registered pursuant to Section 12(g) of the Act:

Title of each class
Class A Common Stock, $0.01 par value
Class B Common Stock $0.01 par value
Class B Common Stock Warrants

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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, and (2) has been subject to such filing requirements for the past
90 days. Yes ý    No o

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.  ý

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

Indicate
by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent
to the distribution of securities under a plan confirmed by a
court. Yes ý    No o

The
aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $62,078,940 as of March 29, 2002 (based upon the closing
price for shares of the registrant's common stock as reported by the OTC Bulletin Board for March 29, 2002, the last business day of the registrant's most recently completed second fiscal
quarter) and $12,352,580 as of December 19, 2002 (based upon the closing price for shares of the registrant's common stock as reported by the OTC Bulletin Board for December 19, 2002).
Shares of common stock held by each of the registrant's executive officers, directors and stockholders whose ownership exceeds 10% of our common stock outstanding at March 29, 2002 and
December 19, 2002, respectively, have been excluded in that such persons may be deemed to be affiliates of the registrant. However, this determination of affiliate status is not necessarily a
conclusive determination for any other purpose.

As
of December 19, 2002, the number of outstanding shares of the registrant's Class A Common Stock, $0.01 par value, was 4,032,000 and the number of outstanding shares of
the registrant's Class B Common Stock, $0.01 par value, was 4,034.

EXPLANATORY NOTE

The undersigned registrant hereby amends Part III of its Annual Report on Form 10-K for the fiscal year ended September 30, 2002 on Form 10-K as set forth
in the pages attached hereto.

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PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFCIERS OF THE REGISTRANT

The following table sets forth nominees for director to be elected at the meeting of shareholders to be held on February 25, 2003, information with respect to
their ages and backgrounds.

|Name                  |  | Position With the Company          |  | Age |  | Director Since  
|--------------------- |  | ---------------------------------- |  | --- |  | ----------------
|Edward P. Smoot       |  | Chairman of the Board of Directors |  | 65  |  | November 2, 2001
|Jeffrey R. Cramer     |  | President and CEO                  |  | 49  |  | N/A             
|David E. Orr          |  | Director                           |  | 51  |  | January 1, 2002 
|Ralph B. Bunje, Jr.   |  | Director                           |  | 62  |  | January 1, 2002 
|Gary J. Fernandes     |  | Director                           |  | 59  |  | N/A             
|Fred G. Jager         |  | Director                           |  | 64  |  | N/A             
|Michael E. Tennenbaum |  | Director                           |  | 67  |  | N/A             

Edward P. Smootwas elected Chairman of the Board on November 2, 2001, and President and Chief Executive Officer of Anacomp on
August 10, 2000. Mr. Smoot resigned from his position as President effective March 18, 2002 and from his position as Chief Executive Officer effective as of September 30,
2002. Prior to joining Anacomp, Mr. Smoot was President and Chief Executive Officer of Nelco International from 1993 until 1999.

Jeffrey R. Cramerwas elected Chief Executive Officer on October 1, 2002 and President on March 18, 2002. Prior to that, he
was our Senior Vice President-Technical Services since August 13, 1997. Mr. Cramer joined Anacomp in July 1996 with Anacomp's acquisition of COM Products, Inc., referred to
as CPI, and served as Senior Vice President-Business Development from February to August 1997. Mr. Cramer had served as President of CPI since March 1987.

David E. Orris the President and Chief Executive Officer of Metro-Optix, a privately held telecommunications equipment company in Allen,
Texas. He has held this position since January 16, 2002. From April 1997 through July 2001, Mr. Orr was the Chief Executive Officer of Pliant Systems, Inc. (formerly
known as Broadband Technologies). In May 2001, Pliant filed for protection from its creditors in the United States Bankruptcy Court for the Eastern District of North Carolina. From 1991 through
March 1997 Mr. Orr was President and CEO Of Alcatel Network Systems, a wholly owned subsidiary of Alcatel s.a., a French telecommunications equipment manufacturer. Prior to joining
Alcatel, Mr. Orr was Vice President and General Manager of Rockwell International's Transmission Systems division.

Ralph B. Bunje, Jr.,CPA, is cofounder and partner of Bunje Lloyd & Co., a financial and real estate consulting practice in San
Francisco since 1978. He is a cofounder and, since 1980, has served as President of Independent Exchange Services, Inc. a Qualified Intermediary for tax-deferred exchanges under
Section 1031 of the Internal Revenue Code of 1986, as amended. In January 2001, he became a co-founder and President of Reverse Exchange Services, Inc., an exchange
accommodation titleholder for Section 1031 reverse exchanges. He is the immediate Past President and a Member of the Board of Directors of the Federation of Exchange Accommodators and has
served on the Board of Directors of Wedgwood Technology Corp. from 1985 until its merger with Endress & Hauser in 2001. Mr. Bunje was formerly a CPA with Deloitte & Touche, and an
Account Executive with Dean Witter & Co., Inc. and Bache & Co. Inc.

Gary J. Fernandesretired as Vice Chairman of Electronic Data Systems Corporation ("EDS"), a global information technology services
company, in 1998, after serving as Senior Vice President and

1

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Director from 1984 to 1996 and 1981 to 1998, respectively, and as Chairman of EDS' A.T.Kearney management consulting services subsidiary from 1995 to 1998. After retiring from EDS,
Mr. Fernandes founded Convergent Partners, Ltd., a venture capital partnership, and was a partner of Convergent from January to December 1999. He has served from 2000 to
July 2002 as Chairman of GroceryWorks and since 2001 as Advisory Director of MHT Partners and as Chairman of FLF Real Estate Ventures. In 1999 Mr. Fernandes founded Voyagers The Travel
Store Holdings, Inc., a chain travel agencies, and was president and sole shareholder of Voyagers. As a result of a down turn in travel after September 11, 2001, Voyagers filed Chapter 7
bankruptcy in the Northern District of Texas on October 4, 2001. Mr. Fernandes currently serves on the Board of Directors of 7-eleven, Inc., a worldwide operator,
franchisor and licensor of convenience stores, BancTec, Inc., a privately held systems integration, manufacturing and services company, and webMethods, Inc, a Nasdaq listed company that
provides software and services for end-to-end integration solutions.

Fred G. Jageris founder, President and Chief Executive Officer of Hunter Wise Financial Group LLC and Hunter Wise Securities, LLC, a NASD
broker-dealer, from April 1999 to present. From 1998 until 1999, Mr. Jager was Executive Vice President of Shoreline Pacific Equity, Ltd., an investment banking firm. From 1986 to
1998, he was employed in various executive capacities with Geneva Corporate Finance Inc., serving the last three years there as President. Mr. Jager also founded Jager &
Company, Inc., a regional investment banker based in Denver. Mr. Jager currently serves on the Board of Directors of Intermarket Trading Company LLC, International Corporate Finance
Group, International Business Brokers Association, Mission Energy L.L.C. and Structural Capital Markets L.L.C.

Michael E. Tennenbaumhas been the Managing Member of Tennenbaum & Co., LLC, a private investment firm, since its inception in
June 1996 and is the Senior Managing Partner of Tennenbaum Capital Partners, LLC. Mr. Tennenbaum currently serves as the Chairman of the Board of Pemco Aviation Group, Inc., an
aircraft maintenance and modification company, and as Vice Chairman of Party City Corporation, a retailer of party goods and supplies, and several privately held companies. From February 1993
until June 1996, Mr. Tennenbaum was a Senior Managing Director of Bear, Stearns & Co., Inc. and also held the position of Vice Chairman, Investment Banking.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors and persons who beneficially own more than 10% of our
Common Stock to file initial reports of beneficial ownership and reports of changes in beneficial ownership with the SEC. Such persons are required by SEC regulations to furnish us with copies of all
Section 16(a) forms filed by such person.

Based
solely on our review of such forms furnished to us and written representations from certain reporting persons, we believes that all filing requirements applicable to our executive
officers, directors and greater-than-10% shareholders were complied with.

ITEM 11. EXECUTIVE COMPENSATION

The following Summary Compensation Table sets forth as to Anacomp's Chief Executive Officer and the other five most highly compensated Executive Officers all
compensation awarded to, earned by, or paid to the executive officers for all services rendered in all capacities to Anacomp and our subsidiaries for the fiscal years ended September 30, 2002,
2001 and 2000, except as may otherwise be specifically noted.

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SUMMARY COMPENSATION TABLE

|                                                                                     |  |                |  | Annual Compensation     |  | Long-Term
Compensation
Awards |  |                |       
|------------------------------------------------------------------------------------ |  | -------------- |  | ----------------------- |  | ----------------------------- |  | -------------- | ------
|
|Edward P. Smoot
Chairman of the Board of Directors, President(4)                     |  | 2002
2001
2000 |  | 328,167
400,090
70,184  |  | 328,077
414,000
             |  | 18,789
7,860
 | (5)(6)
|Jeffrey R Cramer
President and Chief Executive Officer
(effective 10/01/02)          |  | 2002
2001
2000 |  | 230,769
195,385
162,539 |  | 156,500
98,600
12,737         |  | 

          |       
|Linster W. Fox
Director, Executive Vice President, And Chief Financial Officer       |  | 2002
2001
2000 |  | 189,423
170,962
139,490 |  | 95,000
84,248
7,588           |  | 

          |       
|Richard V. Keele
Executive Vice President, Global Marketing and Sales                |  | 2002
2001
2000 |  | 185,000
172,882
142,426 |  | 92,500
105,852
21,165         |  | 

          |       
|Paul J. Najar
Executive Vice PresidentAdministration, General Counsel and Secretary |  | 2002
2001
2000 |  | 184,615
172,115
143,035 |  | 92,500
77,748
               |  | 

          |       
|David B. Hiatt
Executive Vice President and Chief Operating Officer(11)              |  | 2002
2001
2000 |  | 163,250
260,000
225,385 |  | 
117,102
9,450               |  | 

          |       

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The following table provides the specified information concerning grants of options to purchase our Class A Common Stock made during the fiscal year ended
September 30, 2002 to the persons named in the Summary Compensation Table:

OPTION GRANTS IN LAST FISCAL YEAR

|                  |  |        |     |      |   |   |       |  |        | Potential Realized Value
at Assumed Annual Rates
of Stock Price
Appreciation for Option
Term(1)
|----------------- |  | ------ | --- | ---- | - | - | ----- |  | ------ | -----------------------------------------------------------------------------------------------
|
|
|
|
|Edward P. Smoot   |  | 25,000 | (4) | 11.9 | % | $ | 26.00 |  | 8/1/12 |                                                                                                
|Jeffrey R. Cramer |  | 50,000 |     | 23.8 | % | $ | 26.00 |  | 8/1/12 |                                                                                                
|Linster W. Fox    |  | 30,000 |     | 14.3 | % | $ | 26.00 |  | 8/1/12 |                                                                                                
|Richard V. Keele  |  | 30,000 |     | 14.3 | % | $ | 26.00 |  | 8/1/12 |                                                                                                
|Paul J. Najar     |  | 30,000 |     | 14.3 | % | $ | 26.00 |  | 8/1/12 |                                                                                                
|Former Officers:  |  |        |     |      |   |   |       |  |        |                                                                                                
|David B. Hiatt    |  |       |     |     |   |   |      |  |       |                                                                                                

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The following table provides the specified information concerning exercises of options to purchase our Common Stock in the fiscal year ended September 30,
2002, and unexercised options held as of September 30, 2002, by the persons named in the Summary Compensation Table above. A portion of the shares subject to these options are not yet vested,
and therefore not exercisable. There were no exercises of options by any of the officers named in the Summary Compensation Table during the fiscal year ended September 30, 2002.

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AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR  AND FISCAL YEAR-END VALUES

|                  |  | Number of Shares Underlying Unexercised Options at Fiscal Year End |  | Value of Unexercised In-the-Money Options at Fiscal Year End(1)
|----------------- |  | ------------------------------------------------------------------ |  | ---------------------------------------------------------------
|
|
|Edward P. Smoot   |  |                                                                   |  | 25,000                                                         
|Jeffrey R. Cramer |  |                                                                   |  | 50,000                                                         
|Linster W. Fox    |  |                                                                   |  | 30,000                                                         
|Richard V. Keele  |  |                                                                   |  | 30,000                                                         
|Paul J. Najar     |  |                                                                   |  | 30,000                                                         
|Former Officers:  |  |                                                                    |  |                                                                
|David B. Hiatt    |  |                                                                   |  |                                                               

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Employment Contracts and Termination of Employment and Change of Control Arrangements.

Of the Executive Officers, only Jeffrey R. Cramer is currently a party to an employment agreement with Anacomp. However, David B. Hiatt was party to an employment
agreement with Anacomp that
was superceded in fiscal year 2002 by an agreement terminating his employment. Set forth below is a brief description of each such employment or termination agreement.

Jeffrey R. Cramer.Mr. Cramer entered into an employment agreement with Anacomp, dated August 21, 2000, which
provides for an initial term of one year and which is automatically renewable thereafter for additional one-year terms. As a part of that employment agreement, Mr. Cramer also
entered into a covenant not to compete with us while an employee or as a consultant to us after any termination of employment, and not to solicit our customers for a period of two years following any
termination of employment.

David B. Hiatt.Mr. Hiatt entered into an employment agreement with Anacomp, dated April 12, 1999, which
provided for an initial term of two years and which was automatically renewable thereafter for additional one-year terms. In April 2002, Mr. Hiatt and Anacomp entered into an
agreement pursuant to which the parties agreed to terminate Mr. Hiatt's employment agreement, effective April 19, 2002. In connection therewith, Anacomp agreed, among other matters:
(a) to pay Mr. Hiatt the equivalent of his cash compensation over the prior 12-month period, including regular incentive bonuses, and (b) to pay Mr. Hiatt's and
his eligible family members group health care coverage for the twelve-month period following the Effective Date of the agreement. In connection with his departure from Anacomp, Mr. Hiatt agreed
to honor the confidentiality, non-compete, and employee and customer non-solicitation clauses in his employment agreement.

All
options granted to date pursuant to the 2001 Stock Option Plan contain provisions pursuant to which unvested portion of outstanding options become fully vested (i) upon change
of control if the options are not assumed by the acquiring corporation or (ii) termination after change of control.

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Our non-employee directors currently receive $750 for each meeting of the Board of Directors they attend and $500 for each committee meeting they
attend. During the 2002 fiscal year, each of our non-employee directors also received a grant of 1,000 shares of stock under our 2002 Outside Director Restricted Stock Plan except for
Mr. Barr who received 500 shares reflecting a partial year of service following his election in during the middle of the year. Anacomp directors who are also employees of Anacomp did not
receive any compensation for their services as members of the Board of Directors.

EQUITY COMPENSATION PLAN INFORMATION

We currently maintain two compensation plans that provide for the issuance of our Class A Common Stock to officers and other employees, directors and
consultants. These consist of the 2001 Stock Option Plan, which has been approved by shareholders, and the 2002 Outside Director Restricted Stock Plan (the "2002 Plan"), which has not been approved by
shareholders. The following table sets forth information regarding outstanding options and shares reserved for future issuance under the foregoing plans as of September 30, 2002:

|Plan Category                                             |       | Number of shares to be issued upon exercise of outstanding options, warrants and rights
(a) |         | Weighted-average exercise price of outstanding options, warrants and rights
(b) |       | Number of shares remaining available for future issuance under equity compensation plans (excluding shares reflected in column (a))
(c)
|--------------------------------------------------------- | ----- | ------------------------------------------------------------------------------------------- | ------- | ------------------------------------------------------------------------------- | ----- | ---------------------------------------------------------------------------------------------------------------------------------------
|Equity compensation plans approved by shareholders        |       | 210,000                                                                                     |         | $                                                                               | 26.00 |                                                                                                                                        
|Equity compensation plans not approved by shareholders(1) |       | 2,000                                                                                       |         |                                                                                 | N/A   |                                                                                                                                        
|                                                          |       |                                                                                             |         |                                                                                 |       |                                                                                                                                        
|                                                          | Total |                                                                                             | 212,000 |                                                                                 |       |                                                                                                                                        

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Material Features of the 2002 Outside Director Restricted Stock Plan

As of September 30, 2002, we had reserved 5,000 shares of Class A Common Stock for issuance under the 2002 Plan. The 2002 Plan provides for the
granting of restricted shares of Class A Common Stock to outside directors, the consideration for which shall be services actually rendered to Anacomp for its benefit. Shares granted under the
2002 Plan may be made subject to vesting conditioned upon the
satisfaction of service requirements, conditions, restrictions or performance criteria, as shall be established by the Board. Some of the shares that have been granted under the 2002 Plan are subject
to full acceleration of vesting in the event of a change of control of Anacomp.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No member of the Compensation Committee, during fiscal year ended September 30, 2002, was an officer or employee of Anacomp or any of its subsidiaries, or
was formerly an officer of Anacomp or any of its subsidiaries, or had any relationships requiring disclosure by Anacomp.

REPORT OF THE COMPENSATION COMMITTEE  ON EXECUTIVE COMPENSATION

The Compensation Committee of the Board of Directors is comprised of non-employee directors. The members of the Compensation Committee during fiscal
year 2002 were David E. Orr, Lloyd I.

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Miller and Wayne Barr, Jr. The Compensation Committee is responsible for setting and administering the policies governing annual compensation of the executive officers of Anacomp. The Compensation
Committee reviews the performance and compensation levels for executive officers and sets salary levels.

The
goals of Anacomp's Executive Officer Compensation Policies are to attract, retain and reward executive officers who contribute to Anacomp's success, to align executive officer
compensation with Anacomp's performance and to motivate executive officers to achieve Anacomp's business objectives. Anacomp uses salary, bonus compensation and option grants to attain these goals. As
more fully set forth in the Compensation Committee Charter, the Compensation Committee is responsible for setting and administrating policies governing compensation of executive officers. The
Committee reviews the performance and compensation levels for executive officers, sets salaries and bonus levels and approves option grants. The Compensation Committee reviews various available data,
including compensation surveys, to enable the Compensation Committee to compare Anacomp's compensation package with that of other technology companies of similar size and growth rates in Anacomp's
geographic area.

The
Compensation Committee sets salaries for each executive officer with reference to a range of salaries for comparable positions among technology companies of similar size, growth rate
and location. The Compensation Committee considers the achievements of individual executive officers during the prior fiscal year as measured against key company-wide objectives, as well
as the executive officer's performance of his or her individual responsibilities. The Compensation Committee also considers relative levels of responsibility among the executive officers in attempting
to reach equitable and appropriate projected compensation levels. For executive officers other than the CEO, the Compensation Committee obtains recommendations from the CEO. Salaries are typically set
with a
target of having a significant portion of executive officer cash compensation being based on company and individual performance. As such, base salaries are set below comparable positions in other
companies, and executive officers can bring their compensation levels up to the average for other companies only if they achieve the objectives that will result in receipt of a bonus.

Executive
officers participate in a bonus plan. The Compensation Committee determines the amount of an individual's bonus based on objective performance factors relating to Anacomp's
financial performance and the achievement of established goals within each officer's area of responsibility. If the goals are met or exceeded, cash bonuses will cause the total cash compensation
package to be comparable to the middle of the range of salary and bonus packages for comparable companies.

Anacomp
also believes that equity ownership by executive officers provides incentives to build shareholder value and aligns the interests of executive officers with the shareholders. To
achieve this, Anacomp grants stock options to its executive officers. The size of an initial option grant to an executive officer has generally been determined with reference to comparable equity
compensation offered by similarly sized technology companies for similar positions, the expected future contributions of the executive officer, and recruitment considerations. In determining the size
of any subsequent grants, the Compensation Committee considers the individual executive officer's performance during the previous fiscal year(s), expected contributions during the coming year, the
amount of options already held and the level of recent grants.

The
Compensation Committee has approved an Incentive Compensation Plan (the "Incentive Plan") to formally link cash bonuses for executive officers to Anacomp's operating performance.
Pursuant to the Incentive Plan, the amount of bonuses paid is dependent upon Anacomp meeting appropriate business targets. The Compensation Committee believes that this type of bonus program, in which
bonuses are based on Anacomp's attaining established financial targets, properly align the interests of Anacomp's executive officers with the interests of shareholders. The Compensation Committee
establishes for each executive officer an amount that may be awarded to such executive officer if the Corporate Performance Goal is met (a "Target Award"). Each executive officer's Target

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Award is an amount equal to such percentage of the base salary paid to such executive officer as the Compensation Committee determines. In addition to bonuses paid in connection with corporate
performance, the Compensation Committee, in its discretion, may provide a bonus based on individual achievement of individual performance goals, established at the beginning of the year. The
Compensation Committee has established cash performance goals as the basis for payment of bonuses and profit sharing under the Incentive Plan. The cash performance goals include a combination of
earnings before interest, other income, reorganization items, restructuring charges, taxes, depreciation and amortization, asset impairment charges and extraordinary items (EBITDA) less capital
expenditures. In fiscal year 2002, we achieved the established cash performance goals.

The
Compensation Committee approved Mr. Smoot's compensation as President and Chief Executive Officer, including his base salary of $400,000.00 and bonus. The Committee considered
this level of payment appropriate in view of Mr. Smoot's tremendous success in the financial restructuring of the Company and returning it to a position of financial viability. The Committee
also considered the
compensation practices and performances of other similar companies that are most likely to compete with the Company for the services of a Chief Executive Officer. In January 2002, the Committee
approved Mr. Smoot's request to lower his salary and bonus upon Mr. Cramer's promotion to the position of President. The Committee decided to grant Mr. Smoot's request as
reflected in the Summary Compensation Table. Mr. Smoot's bonus was based upon the Company's achievement of established cash performance goals as the basis for payment of bonuses and profit
sharing under the Incentive Plan for Senior Executives. The cash performance goals include a combination of EBITDA less capital expenditures. The Committee also awarded Mr. Smoot an option
grant of 25,000 shares with a vesting on August 1, 2003 to recognize his effectiveness in leading the Company through its reorganization, to compensate him for transitioning his
responsibilities to Mr. Cramer and to provide for him a significant incentive to enhance shareowners' value. In addition, the Board entered in a part-time employment agreement with
Mr. Smoot for Fiscal Year 2003 which requires Mr. Smoot, when requested by the Company, to be available to work on special projects for the Company. Mr. Smoot will receive an
annual salary of $50,000.00 for a one year period.

| |  |  | COMPENSATION COMMITTEE                      
| |  |  | --------------------------------------------
| |  |  | David E. Orr
Lloyd I. Miller
Wayne Barr, Jr.

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COMPARISON OF SHAREHOLDER RETURN

On October 19, 2001, we filed a voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code, together with a prepackaged plan of
reorganization, and we emerged from bankruptcy effective December 31, 2001. As a result, all shares of common stock outstanding on December 31, 2001 were cancelled on such date and new
common stock was issued. Pursuant to the plan of reorganization, new Class A Common Stock was distributed to the holders of the outstanding subordinated notes and new Class B Common
Stock was issued and distributed to holders of previously existing Anacomp common stock. As of January 1, 2003, Class B Common Stock represents approximately 0.1% of the total issued and
outstanding capital stock of Anacomp and is not actively traded. Therefore, set forth below is a line graph comparing the monthly percentage change in the cumulative total return on our Class A
Common Stock with the cumulative total returns of the CRSP Total Return Index for the Nasdaq Stock Market and the NASDAQ Computer and Data Processing Index for the period commencing on
February 11, 2002 (the first day of trading after the emergence from Chapter 11 bankruptcy) and ending on September 30, 2002, our fiscal year-end.(1)

Comparison of Cumulative Total Return From February 11, 2002 through September 30, 2002(1):  Anacomp, CRSP Total Return Index for the Nasdaq Stock Market  and NASDAQ Computer and Data Processing
Index

LOGO

|                       |  | 02/11/02 |     | 02/28/02 |   | 03/28/02 |  | 04/30/02 |         | 05/31/02 |   | 06/28/02 |  | 07/31/02 |         | 08/30/02 |   | 09/30/02
|---------------------- |  | -------- | --- | -------- | - | -------- |  | -------- | ------- | -------- | - | -------- |  | -------- | ------- | -------- | - | --------
|Anacomp                |  | $        | 100 |          | $ | 121.591  |  | $        | 122.727 |          | $ | 129.545  |  | $        | 131.818 |          | $ | 118.182 
|Nasdaq Stock Market    |  | $        | 100 |          | $ | 93.888   |  | $        | 99.960  |          | $ | 91.658   |  | $        | 87.615  |          | $ | 79.679  
|Nasdaq Computer & Data |  | $        | 100 |          | $ | 95.191   |  | $        | 97.987  |          | $ | 82.957   |  | $        | 77.656  |          | $ | 77.877  

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth, as of January 1, 2003, certain information with respect to the beneficial ownership of Anacomp's Common Stock by
(i) each shareholder known by Anacomp to be the beneficial owner of more than 5% of Anacomp's Common Stock, (ii) each director and director-nominee of Anacomp, (iii) each
executive officer named in the compensation table below, and (iv) all directors and executive officers of Anacomp as a group.

Except
as otherwise noted, the address of each person listed in the table is c/o Anacomp, Inc., 15378 Avenue of Science, San Diego, CA 92128. Beneficial ownership is determined in
accordance with the rules of the Securities and Exchange Commission and includes voting and investment power with respect to shares. Except in cases where community property laws apply or as indicated
in the footnotes to this table, Anacomp believes that each shareholder identified in the table possesses sole voting and investment power with respect to all shares of common stock shown as
beneficially owned by such shareholder. The applicable percentage of ownership for each shareholder is based on 4,034,500 shares of Class A Common Stock and 4,034 shares of Class B
Common Stock issued and outstanding as of January 1, 2003. To our knowledge there are no 5% beneficial holders of our Class B Stock.

Directors and Executive Officers

|Name                                                         |  | Shares of Class A
Common Stock
Beneficially Owned |     | Shares of Class B
Common Stock
Beneficially Owned |  | Percent of
Class A
Common Stock |   | Percent of
Class B
Common Stock
|------------------------------------------------------------ |  | ------------------------------------------------- | --- | ------------------------------------------------- |  | ------------------------------- | - | -------------------------------
|Wayne Barr, Jr.                                              |  | 500                                               |     |                                                  |  | *                               |   | *                              
|Ralph B. Bunje, Jr                                           |  | 1,000                                             |     |                                                  |  | *                               |   | *                              
|Gary J. Fernandes                                            |  |                                                  |     |                                                  |  | *                               |   | *                              
|Fred G. Jager                                                |  |                                                  |     |                                                  |  | *                               |   | *                              
|Lloyd I. Miller                                              |  | 468,870                                           | (1) |                                                  |  | 11.6                            | % | *                              
|David E. Orr                                                 |  | 1,000                                             |     |                                                  |  | *                               |   | *                              
|Charles M. Taylor                                            |  | 1,000                                             |     |                                                  |  | *                               |   | *                              
|Michael E. Tennenbaum                                        |  | 1,115,185                                         | (2) |                                                  |  | 27.6                            | % | *                              
|Edward P. Smoot                                              |  |                                                  |     |                                                  |  | *                               |   | *                              
|Jeffrey R. Cramer                                            |  |                                                  |     | 0.72                                              |  | *                               |   | *                              
|Linster W. Fox                                               |  |                                                  |     |                                                  |  | *                               |   | *                              
|Richard V. Keele                                             |  |                                                  |     |                                                  |  | *                               |   | *                              
|Paul J. Najar                                                |  |                                                  |     |                                                  |  | *                               |   | *                              
|David B. Hiatt                                               |  |                                                  |     |                                                  |  | *                               |   | *                              
|All directors and executive officers as a group (14 persons) |  | 1,587,555                                         |     | 0.72                                              |  | 39.3                            | % | *                              

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Other Beneficial Holders of Common Stock

The information set forth in the table below is based upon information provided to us by third parties. We have not been able to independently verify the
information.

|Shareholders*                                              |  | Address                                                 |  | Class A Shares |  | %    |  
|---------------------------------------------------------- |  | ------------------------------------------------------- |  | -------------- |  | ---- | -
|Franklin Advisors, Inc.(1)                                 |  | 777 Mariner's Island Blvd.
San Mateo, CA 94404          |  | 1,316,900      |  | 32.6 | %
|Special Value Investment
Management, LLC(2)                |  | 1100 Santa Monica Blvd., Ste. 210
Los Angeles, CA 90025 |  | 1,115,185      |  | 27.6 | %
|Morgan Stanley Dean Witter & Co.
and MSDW Advisors Inc.(3) |  | 1585 Broadway
New York, NY 10036                        |  | 554,450        |  | 13.7 | %
|Lloyd I. Miller, III(4)                                    |  | 4550 Gordon Drive
Naples, FL 34102                      |  | 468,870        |  | 11.6 | %

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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Effective May 15, 2002, Steven G. Singer resigned from Anacomp's Board of Directors. In consideration for Mr. Singer's contribution to Anacomp prior
to and during his tenure as a board member and for consulting services as needed by the Company, we agreed to pay Mr. Singer $100,000, in the aggregate, payable in cash in three equal
installments for a period of three years from the effective date of his resignation. The first payment was made in May 2002 and the two remaining payments will be made on May 15, 2003
and May 15, 2004, respectively.

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SIGNATURES

Pursuant to the requirements of Section 13 and 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized on January 28, 2003.

| |  | ANACOMP, INC.
| |  | -------------
| |  | By:          

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