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FORM 10-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

For the fiscal year ended March 31, 2003

OR

Commission File Number 0-16148

MULTI-COLOR CORPORATION

425 Walnut Street, Suite 1300

Cincinnati, Ohio 45202

(513) 381-1480

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

None

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

Common Stock, no par value

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 registrants 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    ¨.

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $25,503,000 upon the closing market price of $14.30 per share of the Common Stock on the Nasdaq National Market System as of September 30, 2002, the last business day of the registrant’s most recently completed second fiscal quarter.

As of June 10, 2003, 3,979,756 shares of no par value Common Stock were issued and 3,960,556 shares of no par value Common Stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portion of the registrant’s proxy statement to be filed pursuant to Regulation 14A of the Exchange Act for its 2003 Annual Meeting of Shareholders to be held on August 21, 2003 are incorporated by reference into Parts II and III of Form 10-K.

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INDEX TO ANNUAL REPORT ON FORM 10-K

FORWARD-LOOKING STATEMENTS

The Company believes certain statements contained in this report that are not historical facts constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and are intended to be covered by the safe harbors created by that Act. Reliance should not be placed on forward-looking statements because they involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to differ materially from those expressed or implied. Any forward-looking statement speaks only as of the date made. The Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date on which they are made.

Statements concerning expected financial performance, on-going business strategies, and possible future action which the Company intends to pursue in order to achieve strategic objectives constitute forward-looking information. Implementation of these strategies and the achievement of such financial performance are each subject to numerous conditions, uncertainties and risk factors. Factors which could cause actual performance by the Company to differ materially from these forward-looking statements include, without limitation, factors discussed in conjunction with a forward-looking statement; changes in general economic conditions; the success of its significant customers; acceptance of new product offerings; changes in business strategy or plans; quality of management; availability, terms and development of capital; the ability to successfully integrate new acquisitions; cost and availability of raw materials; increase in energy costs; business abilities and judgment of personnel; availability of labor; changes in, or the failure to comply with, government regulations; competition; the ability to achieve cost reductions; increases in general interest rate levels affecting the Company’s interest costs; and terrorism and political unrest. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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PART I

ITEM 1.    BUSINESS

Multi-Color is a premier supplier of decorative label solutions and packaging services to consumer product and food and beverage companies, national retailers and container manufacturers worldwide. The Company’s customers include many of the world’s largest manufacturers of household, fabric and personal care, automotive and lawn care, and food and beverage products representing over 330 of the world’s most well known and respected brands. The Company provides a wide range of products and services for the packaging needs of its customers through two segments. The Company believes that its Decorating Solutions Segment is the world’s largest producer of in-mold labels (IMLs) and heat transfer labels (HTLs) and a major manufacturer of high-end pressure sensitive and shrink sleeve labels. The Decorating Solutions Segment also provides digital graphic and pre-press services, and produces printing cylinders and plates. The Company’s Packaging Services Segment is a leading provider of promotional packaging, assembly and fulfillment services.

The Company is an Ohio corporation that was incorporated in 1985, succeeding to the predecessor business that began producing paper labels in 1918. The Company has maintained customer relationships that have existed since that time. The Company sells its labels in the United States, Canada, Mexico, Central and South America and Asia. Multi-Color currently provides products and services for more than 250 customers. Unless the context otherwise requires, the “Company” and “Multi-Color” refer to Multi-Color Corporation.

The Company’s common stock, no par value, is listed on the Nasdaq National Market System under the symbol “LABL”. See “Item 5 – Market for the Registrant’s Common Stock and Related Stockholder Matters.” The Company also maintains a website (www.multicolorcorp.com) which includes additional information about the Company.

PRODUCTS

The Company operates in two reportable segments. The Company’s label operations and cylinder making operations are contained within the Decorating Solutions Segment. The Company’s promotional packaging, assembling and fulfillment services are contained within the Packaging Services Segment.

Decorating Solutions Segment:

In-Mold labels (IMLs):

In 1980, Multi-Color invented the in-mold label in response to the increasing use of blow-molded plastic containers. Working in conjunction with a customer, the Company and a leading supplier of blow-molded plastic containers developed the in-mold label process which applies a label to a plastic container as the container is being formed in the mold cavity. Multi-Color developed the label and the method of applying the heat-activated adhesive to the label. The in-mold label solves many of the quality problems associated with conventional labels and produces a more attractive labeled container.

IML labels are complex and technically demanding products. The finished IML product is a finely detailed label that performs consistently well for plastic container manufacturers and adds marketing value and product security for consumer product companies. Each component of the label production process requires a special expertise for success. The components include the substrate (the base material for the label), the laser-exposed gravure cylinder, inks-with up to eight colors, overcoats and adhesives. The Company believes that its strength lies in several areas, two of which are the substrates used in the printing process and the production of the gravure cylinder.

Multi-Color has developed proprietary substrates that the Company uses in its printing process and also sells to other printers. There are several critical characteristics of a successful substrate. The material needs a proper coefficient of friction so that the finished label is easily and consistently picked up and applied to the blow-molded container. A second is the ability to hold the label’s inks, including metallics and flourescents, overlay varnishes and adhesives. Still another characteristic is the ability to lay smoothly, without wrinkle or bulge, when applied to a very hot, just molded plastic container that will quickly shrink, along with the label, as its temperature falls.

A new product line that is gaining interest is injection in-mold labeling. Historically, injection molded products have been decorated with pressure sensitive or direct print products. However, several years ago, injection in-mold technology was successfully developed in Europe. Several U.S. injection molding companies are starting to explore IML as a decorating method and the Company intends to be a leading supplier of this technology. The majority of these products are printed using the lithographic printing process which is one of the technologies utilized at the Company’s Batavia, Ohio location.

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Heat Transfer labels (HTLs):

The newly acquired Decorating Technologies (Dec Tech) facility, located in Framingham, MA, has produced heat transfer labels for more than 40 years. The Company acquired Dec Tech from Avery Dennison in January 2003. Therimage^™ is Dec Tech’s pioneer heat transfer label technology developed for plastic containers and Health and Beauty Aid products. The addition of the revolutionary Clear ADvantage^TM brand provides premium graphics on both glass and plastic containers for the Health and Beauty Aid, Beverage, Household Chemical and Promotional markets.

Heat transfer is a labeling technology in which reverse printed labels are transferred off of a special release liner onto a container using heat and pressure. The labels are a composition of inks and lacquers tailored to the customer’s specific application needs. These labels are gravure printed for color flexibility and photographic replication. They are then shipped to blow molders and/or contract decorators who transfer the labels by way of Therimage^TM heat transfer machinery. Once applied, the labels are permanently adhered to the container. The graphics capabilities include fine vignettes, metallic and color change inks, as well as the patented “frost”, giving the appearance of acid-etch. HTLs provide the ultimate “no label” look. Dec Tech maintains 25 patents and continues to meet the needs of the customer through innovative technologies.

Pressure Sensitive labels:

A pressure sensitive label is one that adheres to a surface by press-on contact. The label will usually consist of four elements - a base material, which may include paper, foil or plastic; an adhesive, which may be permanent or removable; a release coating; and a backing material to protect the adhesive against premature contact with other surfaces. When the labels are to be applied to containers or bottles, the release coating and protective backing are removed, which exposes the adhesive, and the label is pressed or rolled into place.

In December 1999, Multi-Color began offering pressure sensitive labels to customers in conjunction with the acquisition of Buriot International, Inc. (“Buriot”). In this acquisition, the Company acquired a two year-old manufacturing facility that is equipped with an offset press and a flexographic press. Both presses are equipped with interstation ultraviolet (UV) drying equipment. The flexographic press is also equipped for hot foil stamping and rotary screen capabilities. In September of 2000, the Company installed a second flexographic press to produce pressure sensitive labels.

The Company expanded its production of pressure sensitive labels through the acquisition of Premiere Labels, Inc. in October 2001. This plant is equipped with five flexographic presses with smaller web widths and is capable of handling smaller runs efficiently.

The pressure sensitive market is the largest single component of the overall label market and represents a significant growth opportunity. The Company’s strategy is to be a premier supplier of pressure sensitive labels in categories that demand high impact graphics or are otherwise technically challenging.

Shrink Sleeve labels:

Shrink sleeve labels are produced in colorful, cutting edge styles and materials; these labels are manufactured as sleeves, slid over glass or plastic bottles and then heated to conform precisely to the contours of the container. In June 2000, Multi-Color began offering shrink sleeve labels and tamper-evident neckbands in conjunction with the acquisition of Uniflex Corporation (“Uniflex”). In this acquisition, the Company acquired a manufacturing facility that is equipped with a gravure press and finishing equipment.

The shrink sleeve market is the fastest growing decorating technology as consumer product companies look for ways to differentiate their products. Dairy, new age beverages, sports drinks, and spirits are among the markets that have adopted this decorating technology. However, there is demand growing in the food and the personal care markets that will broaden the sales opportunities for shrink sleeve labels. The Company has expanded its manufacturing base for these products and is producing shrink sleeve labels in three of its locations.

Graphic Services:

Technology for gravure cylinder and plate-making is another key competitive advantage for the Company. At the Company’s Laser Graphic Systems plant in Erlanger, Kentucky, the Company employs laser-exposing and chemical-engraving technology developed by Think Laboratories of Japan to produce gravure cylinders. Currently, Multi-Color is the only cylinder manufacturer in the United States with this technology. The Think process has many advantages. The process uses a laser to expose the cylinder directly from the computer without ever having to generate films. The cylinders are then chemically etched to produce very fine and highly accurate cells. The process is quicker and less costly than other engraving processes as several process steps are removed since the system is completely digital. Equally important, this technology creates cells with fineness of depth and surface size to eliminate the stairstep edges that have limited the application of gravure printing. It creates smooth and

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feathered patterns of color. It also gives clear definition to ever-smaller type sizes required as companies add more information and more languages to their labels. The Company also uses a copper ballard shell technology that cuts cost and time from cylinder production.

Historically, the Laser Graphic Systems facility has been an integrated supplier of cylinders and plates to the Company’s other facilities. Minimal sales of cylinders and plates were made to outside third parties. In fiscal 2001 and 2002, the Company upgraded the pre-press area of Laser Graphic Systems as well as made improvements in the manufacturing system leading to increased capacity. A number of specialized users of gravure cylinders have been targeted and the special abilities of the Think system are being offered to a select portion of the cylinder market.

Packaging Services Segment:

The Company’s Quick Pak facility, located in Cincinnati, Ohio, is a leading provider of promotional packaging design, sourcing and custom assembly services to major health and beauty brands, consumer product manufacturers and national retailers. Because many of Multi-Color’s customers utilize these types of packaging services, the addition of Quick Pak in May 2002 allows the Company to broaden and deepen its relationship with its current clients while also providing the Company an opportunity to offer label solutions to Quick Pak customers.

In order to provide quick turnaround time in providing custom assembly services to customers, Quick Pak is able to operate over 20 flexible assembly lines per shift. Quick Pak relies on temporary workers as well as a permanent workforce to meet the staffing needs of the assembly lines. The flexible assembly lines can provide a broad range of assembly technologies, including automated shrink wrapping and shrink banding, cartoning and labeling.

Quick Pak also maintains an on-site package design staff with turnkey promotional experience in primary and secondary packaging and original packaging development. The package design staff aids customers in developing unique packaging configurations that meet the needs of the customers.

RESEARCH AND DEVELOPMENT

Multi-Color’s product leadership group is comprised of research and development, product commercialization and technical services personnel. The staff of 13 chemical, packaging and field engineers is responsible for developing and commercializing innovative label and application solutions. Technical service personnel also assist customers and container manufacturers with improving bottle and label performance. In this manner, the Company differentiates itself from its competitors and is often chosen for the most challenging projects

Multi-Color’s research and development expenditures totaled $1,320,000 in fiscal 2003, $554,000 in fiscal 2002 and $301,000 in fiscal 2001.

SALES AND MARKETING

The Company sells to a broad range of consumer product and food and beverage companies located in North and South America. The sales organization is comprised of three sales groups: consumer products, food and beverage and packaging services. In some cases, multi-year agreements are in place and in other cases the customers provide quarterly or annual requirements. Often the Company is the sole supplier of specific brands of products.

Recent acquisitions have allowed the Company to increase its value to both new and existing customers. The sales strategy for the Decorating Solutions Segment is to adopt a consultative selling approach which allows the sales organization to review the requirements of the container to be decorated and then offer a number of alternative decorating methods. Thereby, the Company is viewed as an expert source of material and methods, able to cut across numerous technologies, and offer the best possible cost effective solution. The sales strategy for the Packaging Services Segment is to provide turnkey services in design, packaging and fulfillment needs of customers.

The Company employs a total sales staff of 23 people across both segments. The sales organization includes representatives in Canada and Mexico in order to increase sales in those regions. Multi-national customers are continually searching for companies that are capable of supporting global brands. The Company’s mix of facility locations and the broad range of product offerings drive increased interest in our capabilities.

Approximately 36% of the Company’s sales in fiscal 2003 were to The Procter & Gamble Company (divided among five separate purchasing groups). Another 10% of the Company’s sales were to The Limited (divided among two purchasing groups). The loss or substantial reduction of the business of any of the major customers in a particular year could have a material adverse effect on the Company.

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MANUFACTURING

Multi-Color’s printing equipment in the Decorating Solution Segment consists of four gravure printing presses in its Scottsburg, IN plant, an offset press and two flexographic presses in its Batavia, OH plant, a gravure printing press in its Las Vegas, NV plant, five flexographic presses in its Troy, OH plant, and seven gravure printing presses in its Framingham, MA plant. All of the Company’s presses are capable of multi-color, high-speed and high-quality graphic printing. The Company also has a wide variety of cutting and finishing equipment used to process printed material. The wide range of capabilities and versatility provided by the Company’s equipment permits it to respond rapidly to changing customer needs, including the development of new products. The Company believes it has sufficient capacity to meet any expected growth of its products. At March 31, 2003 and March 31, 2002, the label backlog was approximately $4,900,000 and $4,300,000, respectively. The label backlog represents 3-4 weeks of production volume at current staffing levels.

Multi-Color’s equipment in the Packaging Services Segment consists primarily of 20 flexible assembly lines that include automatic shrink wrap and banding machines. This segment relies primarily on manual labor in order to meet customer’s packaging and fulfillment needs. At March 31, 2003, the backlog was approximately $1,100,000. This backlog represents 3-4 weeks of production volume at current staffing levels.

All backlog is expected to be completed in the next fiscal year.

EMPLOYEES

As of March 31, 2003, the Company had approximately 490 employees. Multi-Color considers its labor relations to be good and has not experienced any work stoppages during the previous ten years. The Company’s Packaging Services Segment relies heavily on temporary labor personnel throughout the year. The Company has favorable relationships with several temporary staffing businesses to meet these needs. All human resource and compensation systems have been developed to align the Company with the goals and objectives of its customers and shareholders.

RAW MATERIALS

Multi-Color purchases proprietary products from a number of printing suppliers which is common in the printing industry. To prevent potential disruptions to its manufacturing facilities, Multi-Color has developed relationships with more than one supply source for each of its critical raw materials. Additionally, its raw material suppliers are major corporations, each demonstrating successful historical performance. Although this should prevent any long term business interruption due to the inability of obtaining raw materials, there could be short term manufacturing disruptions during the customer qualification period for any new raw material source.

ACQUISITIONS

The Company is pursuing acquisitions in order to contribute to the Company’s growth. The Company believes that acquisitions are one method of increasing its presence in existing markets, expanding into new markets, gaining new product offerings and improving operating efficiencies through economies of scale. Through acquisitions, the Company plans to broaden its revenue stream by providing complimentary consumer packaging services that support our customers’ marketing strategies.

The printing industry is highly fragmented and offers many opportunities for acquisitions. During fiscal 2003, the Company completed two acquisitions. In May 2002, the Company completed the acquisition of certain assets and assumption of certain liabilities of Quick Pak, Inc. Quick Pak is based in Cincinnati, Ohio and supplies packaging services to the consumer packaging industry. This acquisition enabled the Company to expand the service component of its business strategy and broaden its revenue stream by providing complimentary consumer packaging services that support its customers’ marketing strategies.

In January 2003, the Company acquired specific assets and assumed certain liabilities of the North and South American Decorating Technologies Division (“Dec Tech”) of Avery Dennison Corporation. Dec Tech is a supplier of heat transfer labels to the health & beauty aids, food and beverage industries.

The Company continually seeks to identify and evaluate potential acquisition candidates and from time to time, engages in discussions with such candidates. Management is currently in the final stages of negotiations with an acquisition candidate. This acquisition will not be a material acquisition for the Company. Completion of this acquisition or future acquisitions may or may not occur.

COMPETITION

The Company has a large number of competitors in the traditional and pressure sensitive label markets and several principal competitors in each of the in-mold, shrink sleeve and heat transfer label markets. Some of these competitors in the

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traditional and pressure sensitive label markets have greater financial and other resources than the Company. The competitors in the in-mold, shrink sleeve and heat transfer label markets are either private companies or subsidiaries of public companies and the Company cannot assess the financial resources of these organizations. Multi-Color could be adversely affected should a competitor develop labels similar or technologically superior to the Company’s in-mold label. Although price is an important competitive factor in the Company’s business, the Company believes competition is principally dependent upon product performance, service and technical support. Customer service, quality and qualification requirements present barriers to new entrants into Multi-Color’s markets.

REGULATION

The Company’s operations are subject to regulation by federal and state environmental protection agencies. To insure ongoing compliance with federal and state environmental protection agency requirements, the Company retains an outside environmental consultant to monitor environmental compliance. Additionally, the Company continues to make capital investments to maintain compliance with federal and state environmental requirements and to improve its existing equipment as part of its ongoing environmental compliance strategy.

The United States Food and Drug Administration regulates the raw materials used in labels for food products. These regulations apply to the consumer product companies for which Multi-Color produces labels. Multi-Color uses materials specified by the consumer product companies in producing labels for food products.

ITEM 2.    PROPERTIES

All of the Company’s properties are in good condition, are well maintained, and are adequate for the Company’s intended uses.

ITEM 3.    LEGAL PROCEEDINGS

None.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None during the fourth quarter of the fiscal year ending March 31, 2003.

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PART II

ITEM 5.    MARKET FOR THE REGISTRANT’S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

The Company’s shares trade in the over-the-counter market under the NASDAQ-NMS symbol LABL. The following table sets forth the high and low sales prices of the Company’s common stock (“Common Stock”) as reported in the NASDAQ National Market System during fiscal years 2002 and 2003. Prices have been adjusted to reflect the Company’s 3 for 2 stock split effective November 30, 2001. The Company’s stock is thinly traded. Accordingly, the prices below may not be indicative of prices at which a large number of shares can be traded or reflective of prices that would prevail in a more active market.

As of June 10, 2003, there were approximately 380 shareholders of record of the Common Stock.

Multi-Color currently intends to retain its earnings to fund the growth of its business and does not anticipate paying any cash dividends on Common Stock in the foreseeable future. The Company’s financing agreements currently prohibit the payment of Common Stock cash dividends.

ITEM 6.    SELECTED FINANCIAL DATA

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ITEM 7.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the Company’s Consolidated Financial Statements and notes thereto appearing elsewhere herein.

RESULTS OF OPERATIONS

The following table shows, for the periods indicated, certain components of the Company’s consolidated statements of income as a percentage of net sales.

Comparison of Fiscal Years Ended