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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-K

(Mark One)

For the fiscal year ended December 31, 2003

or

For the transition period from              to             

Commission File Number 0-23426

REPTRON ELECTRONICS, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (813) 854-2000

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  x    No  ¨

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

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  x    No  ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).

Yes  ¨    No  x

The aggregate market value of shares of the registrant’s common stock held by non-affiliates of the registrant as of June 30, 2003 was approximately $2,438,534.

The number of shares of the registrant’s common stock issued and outstanding as of March 26, 2004 was 5,000,000.

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of Reptron’s definitive proxy statement for the Annual Meeting of Reptron’s Shareholders are incorporated by reference into Part III of this Form 10-K.

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REPTRON ELECTRONICS, INC.

FORM 10-K

Fiscal Year ended December 31, 2003

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PART I

References to “Reptron”, “the Company”, “we”, “us” and “our” refer to Reptron Electronics, Inc., unless the context otherwise requires. This document contains certain forward-looking statements that involve a number of risks and uncertainties. Such forward-looking statements are within the meaning of that term in Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Factors that could cause actual results to differ materially include the following: business conditions and growth in Reptron’s industry and in the general economy; competitive factors; risks due to shifts in market demand; the ability of Reptron to complete acquisitions; and the risk factors listed from time to time in Reptron’s reports filed with the Securities and Exchange Commission as well as assumptions regarding the foregoing. The words “believe”, “plans”, “estimate”, “expect”, “intend”, “anticipate”, and similar expressions and variations thereof identify certain of such forward-looking statements, which speak only as of the dates on which they were made. Reptron undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those indicated in the forward-looking statements as a result of various factors. Readers are cautioned not to place undue reliance on these forward-looking statements.

Item 1. Business

General

We are an electronics manufacturing services (“EMS”) company providing engineering services, display and systems integration services and electronic manufacturing services through our two divisions: Reptron Manufacturing Services (‘RMS”) and Reptron Display and Systems Integration (“RDSI”). RMS offers full electronics manufacturing services including complex circuit board assembly, complete supply chain services and manufacturing engineering services to OEMs in a wide variety of industries including medical, industrial/instrumentation, banking, telecommunications, semiconductor equipment, and office products. RDSI provides value-added display design engineering and system integration services to OEMs primarily in the medical, semiconductor equipment, and industrial/instrumentation industries.

During 2003, we divested two divisions enabling the Company to focus solely on our core competency as an EMS provider. In June, 2003, we sold certain assets and liabilities of our electronic components distribution business, Reptron Distribution Services (“RDS”). In October, 2003, we sold substantially all of the assets and certain liabilities of our memory module division, Reptron Computer Products (“RCP”). RDS and RCP together comprised our electronic components distribution (“ECD”) segment. Descriptions of the ECD segment and its operating results have been included in financial statements and various other documents previously prepared by the Company. However, this annual report and other future reports filed with the Securities and Exchange Commission will focus primarily on our remaining operations in the EMS industry.

Reptron was incorporated under the laws of Michigan in 1973, reincorporated under the laws of Florida in 2003 and reorganized as a Florida corporation under Chapter 11 of the U.S. Bankruptcy Code in 2004. Reptron’s principle executive offices are located at 13700 Reptron Boulevard, Tampa, Florida 33626, and its telephone number is (813) 854-2000.

Reorganization

On February 3, 2004, Reptron implemented its previously announced financial restructuring when its pre-negotiated Plan of Reorganization under Chapter 11 of the U.S. Bankruptcy Code (the “Plan” or “Plan of Reorganization”) became effective. Events occurring during 2003 and through February 3, 2004 related to the Chapter 11 proceedings are summarized below.

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In January 2003, we announced that we were seeking to restructure $76.3 million principal amount of our outstanding 6¾% Convertible Subordinated Notes (the “Convertible Notes”). As part of this initiative, we discontinued all interest payments on the Convertible Notes.

In February 2003, we commenced discussions with certain holders of the Convertible Notes (“Prepetition Noteholder Committee”) to discuss the financial condition of the Company and the proposed restructuring. We engaged in extensive, arms’ length negotiations with the Prepetition Noteholder Committee regarding the terms of the consensual restructuring of Reptron.

On October 28, 2003, we filed a voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code. Under the terms of the Plan, substantially all of our general unsecured creditors (except for holders of the Convertible Notes and certain other creditors) are to receive full payment for all prepetition claims within ninety days subsequent to the Plan’s effective date. The Plan was confirmed by the bankruptcy court on January 14, 2004 and became effective February 3, 2004, resulting in conversion of the $76.3 million of Convertible Notes, $6.4 million of accrued interest and $0.8 million of other liabilities into $30 million of Senior Secured Notes due in 2009 (“New Notes”) and the issuance of 95% of the common stock of the reorganized entity (“New Common Stock”). Previously outstanding common stock is being exchanged for 5% of the New Common Stock. The New Notes carry an interest rate of seven percent per annum during the first two years and eight percent per annum during the remaining three years.

In accordance with the Plan, the Reptron will, among other matters:

Our consolidated balance sheet at December 31, 2003 reflects $76.3 million principal amount of Convertible Notes along with $6.4 million of accrued and unpaid interest thereon, $0.6 million of real property lease liabilities, and $0.2 million of severance liabilities as “Liabilities subject to compromise.” These liabilities are reported at the amount allowed on pre-petition claims in the Chapter 11 proceedings.

Interest expense of approximately $4.3 million on the Convertible Notes was accrued through October 28, 2003, the Chapter 11 petition filing date, even though we discontinued interest payments on such debt. Interest expense for 2003 excludes $0.9 million of stated contractual interest associated with the Convertible Notes between October 28, 2003 and December 31, 2003.

The Company incurred $4.1 million of reorganization costs during 2003, which primarily includes professional fees of approximately $2.0 million, a write-off of debt issuance costs of approximately $1.5 million, and contract settlement and other miscellaneous costs of approximately $0.6 million.

The Company’s emergence from Chapter 11 bankruptcy proceedings on February 3, 2004 will result in a new reporting entity and adoption of fresh start reporting, in accordance with Statement of Position No. 90-7 (SOP 90-7”), “Financial Reporting by Entities in Reorganization Under the Bankruptcy Code.” Although the effective date of the Plan was February 3, 2004, the Company intends to account for the consummation of the Plan as if it occurred on February 1, 2004. The financial statements as of December 31, 2003 do not give effect to any adjustments in the carrying value of assets or the amounts or classification of liabilities that will be recorded upon implementation of the Plan of Reorganization.

The following unaudited pro forma financial information reflects the implementation of the Plan as if the Plan was effective on December 31, 2003. Reorganization adjustments have been estimated in the pro forma

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financial information to reflect the discharge of debt and adoption of fresh start reporting in accordance with SOP 90-7. Accordingly, the estimated reorganization value of the Company as defined in the Plan has been used to allocate the value of the assets and liabilities of the Company in conformity with Statement of Financial Accounting Standards No. 141 (“SFAS 141”), “Business Combinations.”

The allocation of the reorganization value to individual assets and liabilities presented in the pro forma amounts above is preliminary and subject to change based on facts present at the actual effective date of the Plan. Accordingly, actual amounts are expected to vary from these pro forma adjustments.

The Electronic Manufacturing Services Industry

Electronics Manufacturing Services. The EMS industry has experienced rapid changes over the past several years as an increasing number of original equipment manufacturers (“OEMs”) have chosen to outsource printed circuit board assemblies and display product integration and assembly to electronics manufacturing specialists such as Reptron Manufacturing Services and Reptron Display and System Integration. Factors driving OEMs to favor outsourcing to electronics manufacturing specialists include:

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Strategy

Reptron’s principal business objective is to expand its presence as an electronics manufacturing services provider within specific market segments. Reptron has formed a strategy to achieve this objective based upon the following key elements:

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Certain Considerations

Customer Effect from Bankruptcy Filing. During 2001 through 2003, the Company incurred significant financial losses. These losses combined with defaults incurred on our senior secured revolving credit facility (“Credit Agreement”) and Convertible Notes culminated in filing a voluntary petition under Chapter 11 of the U.S. Bankruptcy Code on October 28, 2003. Reptron’s customers engage the Company to produce complex electronic products. These manufacturing engagements require significant investment and planning by both our customers and Reptron. Our inability to perform for our customers for whatever reason would have a significant impact on their business operations. Although the Company has subsequently completed its bankruptcy proceedings, it is possible that our major customers could suspend or terminate business activity with us due to their concerns about the long term financial stability of the Company. This action would have a material adverse effect on the Company.

Supplier Effect from Bankruptcy Filing. Reptron relies on a supply chain comprised of approximately 900 different suppliers. Many of the materials delivered by this supply chain are custom or built to order requiring advanced planning, tooling and significant disengagement costs. Our Plan confirmed by the bankruptcy court provides for the vast majority of the Company’s suppliers to be paid in full for both pre-petition and post-petition shipments. Although our suppliers have been paid in full, it is possible that our bankruptcy filing could result in several adverse actions including: restricting our credit limit and the time allowed to pay outstanding obligations, elimination of all credit lines requiring cash in advance or cash on delivery terms, price increases to compensate for perceived risks and choosing not to supply the Company altogether requiring additional time and investment to resource materials. These actions could have a material adverse effect on the Company.

Bankruptcy Effect on Adding New Customers. Reptron’s future success is greatly dependent upon the Company’s ability to increase sales. The Company’s growth strategy includes maintaining and growing sales from current customers as well as adding new customers. Although the Plan has become effective, our ability to attract new customers could be negatively impacted due to their concerns about the long term financial stability of the Company and the fact that the Company has recently emerged from bankruptcy. Our inability to add new customers could have a material adverse effect on the Company.

Current Adverse Economic Environment. During 2001 through 2003, the United States economy experienced little growth. Many companies in the electronics industry experienced significant contraction due to adverse market conditions. We have continued cost cutting measures, initiated in 2001, that were directed at addressing these market conditions. We sold two unprofitable divisions during 2003. Additionally, we significantly reduced our debt level and related interest costs through a pre-negotiated Chapter 11 filing. There can be no assurance, however, that these combined measures will be effective or adequate to compensate for the significant reductions in our sales and earnings. In addition, the defaults under our Credit Agreement and under our Convertible Notes and our bankruptcy filing have caused some of our suppliers to limit the amount of overall credit extended to us and/or reduce the time for payment of credit putting additional pressure on our overall financial condition. The continuation of current economic conditions for an extended period of time or further weakening of the economy, could have a material adverse effect on our operating results and financial condition.

Customer Concentration and Related Factors Effecting Operating Results. Reptron has certain customers that account for a significant part of total net sales. Our three largest customers accounted for approximately 21% (Diebold), 12% (Datascope), and 6% of total net sales in 2003, respectively, and 20%, 9%, and 8% of total net

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sales in 2002, respectively. The loss of one or more of these major customers, or a reduction in their level of purchasing, could have a material adverse effect on Reptron’s business, results of operations and financial condition. Some of our customers have expressed concern over the large losses we have incurred and the bankruptcy filing. It is possible that our major customers could suspend or terminate business activity with us due to these concerns. This action would have a material adverse effect on our business.

Reptron’s operating results are affected by a number of factors, including fixed plant utilization, price competition, ability to keep pace with technological developments, the degree of automation that can be used in an assembly process, efficiencies that can be achieved by managing inventories and fixed assets, the timing of orders from major customers, the timing of capital expenditures in anticipation of increased sales, incurring substantial start-up costs on new assemblies, customer product delivery requirements and costs and shortages of components and labor. In addition, because of the limited number of customers served and the corresponding concentration of its accounts receivable, the insolvency or other inability or unwillingness of Reptron’s customers to pay for manufacturing services could have a material adverse effect on Reptron’s operating results.

The Volume and Timing of Customer Sales May Vary. The volume and timing of purchase orders placed by our customers are affected by a number of factors, including variation in demand for customers’ products, customer attempts to manage inventory, changes in product design or specifications and changes in the customers’ manufacturing strategies. Reptron typically does not obtain long-term purchase orders or commitments but instead works with its customers to develop nonbinding forecasts of future requirements. Based on such nonbinding forecasts, we make commitments regarding the level of business that we will seek and accept, the timing of production schedules and the levels and utilization of personnel and other resources. A variety of conditions, both specific to each individual customer and generally affecting each customer’s industry, may cause customers to cancel, reduce or delay orders that were either previously made or anticipated. For example, voting equipment has accounted for approximately 11% of Reptron’s net sales in 2003 and 2002. The timing and level of acceptance of the use of electronic voting equipment as opposed to current methods could reduce or delay future orders. Generally, customers may cancel, reduce or delay purchase orders and commitments without penalty, except for payment for services rendered or products completed and, in certain circumstances, payment for materials purchased and charges associated with such cancellation, reduction or delay. Significant or numerous cancellations, reductions or delays in orders by customers, or any inability by customers to pay for services provided by us or to pay for components and materials purchased by us on such customers’ behalf, could have a material adverse effect on our operating results.

Competition. We face substantial competition. We believe that many of our competitors have international operations and significantly greater manufacturing, financial, marketing, research and development resources, and broader name recognition. Reptron competes in a highly fragmented market composed of a diverse group of EMS providers. Reptron believes that the key competitive factors in its markets are manufacturing flexibility, price, manufacturing quality, advanced manufacturing technology and reliable delivery. Additionally, Reptron faces the potential risk that its customers may elect to produce their products internally, thereby eliminating our manufacturing opportunities. There can be no assurance that Reptron will be able to continue to compete effectively with existing or potential competitors.

Availability of Components. We rely on third-party suppliers for electronic components. We believe that component shortages may have a material adverse effect on Reptron’s ability to service its customers. At various times, there have been shortages of components in the electronics industry and from time to time the supply of certain electronic components is subject to limited allocations. If shortages of components should occur, we expect that we may be forced to delay shipment or to purchase components at higher prices (that may not be able to be passed on to our customers), which may have a material adverse effect on customer demand, our ability to service customer needs or our gross margins. We believe that any of these events could have a material adverse effect on our operating results.

Dependence Upon Key Personnel. Reptron is largely dependent on the efforts and abilities of its key managerial and technical employees. The Company has not offered consistent increases in compensation for the

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last three years. Additionally, we have reduced medical and other benefits during this time frame in an effort to reduce operating expenses. The loss of the services of certain key employees or an inability to attract or retain qualified employees could have a material adverse effect on Reptron.

Migration of Electronic Manufacturing to Asia. A growing number of electronic manufacturing service providers have relocated a portion or all of their manufacturing operations to Asia. In particular, the growth rate in China has been very strong in recent years to the detriment of other regions of the world. This trend is driven primarily by high availability of low cost labor. In order for us to remain competitive in the markets we serve and have targeted, we will need to expand a portion of our manufacturing capability to Asia. If we are unable to develop a manufacturing presence in Asia, our ability to effectively compete may be materially and adversely affected. There can be no assurance that we will develop a manufacturing presence in Asia.

Electronic Manufacturing Services (EMS)

Our operations include Reptron Manufacturing Services and Reptron Display and System Integration. We entered into the electronics manufacturing services business through an acquisition in 1986. Reptron Manufacturing Services currently operates from three locations and represents approximately 91% of total 2003 net sales. Reptron Display and System Integration was acquired in 1999 and operates from a single facility. Reptron Display and Systems Integration represents approximately 9% of our total 2003 net sales.

Manufacturing Operations. Reptron Manufacturing Services provides turnkey manufacturing services, including the purchase of customer-specified components from its extensive network of component suppliers, assembly of components on printed circuit boards, performance of post-production testing and in certain instances total box build assembly. Reptron Manufacturing Services attempts to perform as much of a given manufacturing process as is feasible and generally does not perform labor-only, consignment assembly functions unless management believes that such engagements may provide a direct route to turnkey contracts. Typical manufacturing engagements include medium to high volume assembly of complex products.

Reptron Manufacturing Services provides design-for-manufacturability engineering services as well as surface mount technology (“SMT”) conversion from pin through hole (“PTH”) interconnection technologies and printed circuit board layout services for existing products. Reptron Manufacturing Services also provides test process design capabilities that include the design and development of test fixtures and procedures and software for both in-circuit tests and functional tests of circuit boards, components and products.

Reptron Manufacturing Services is able to efficiently manage its materials procurement and inventory management functions. The inherent scheduling and procurement challenges in medium volume production of a large number of different circuit board assemblies require a high level of expertise in material procurement. Reptron Manufacturing Services obtains its electronic components from a wide variety of manufacturers and distributors.

Reptron Display and Systems integration performs product assembly services for products that include flat panel display technology. We provide various forms of engineering, product burn-in, clean room environments and other services. This total service approach tends to produce customer loyalty and higher margins.

Marketing and Customers. Reptron Manufacturing Services follows a well-defined marketing strategy, which includes the following key elements:

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Our marketing cycle for customers meeting these criteria normally spans six-to-twelve months. Additionally, the start-up phase for an engagement may run another six months. Typically, during this phase, significant investments are made by Reptron Manufacturing Services and the customer to successfully launch a high number of different, complex circuit board assemblies. Reptron Manufacturing Services works closely with its customers in all phases of design, start-up and production, and through this cooperative effort develops a close working relationship with the customer. These relationships, and the investments made both in time and financial resources by the customer and Reptron Manufacturing Services, management believes, promotes long-term customer loyalty.

Reptron seeks to maintain diversity within its customer base and industries served. During 2003, Reptron’s largest three EMS customers represented 21%, 12%, and 6%, respectively, of total Reptron EMS net sales. During 2002, Reptron’s largest three EMS customers represented 20%, 9%, and 8%, respectively, of total Reptron EMS net sales. The following table sets forth the principle industries served and the percentage of Reptron’s EMS net sales derived from these industries for 2003 and 2002.

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Manufacturing Facilities. Reptron Manufacturing Services operates three plants. These manufacturing facilities are equipped with advanced SMT assembly equipment and PTH insertion equipment. The Gaylord, Michigan 80,000 square foot manufacturing facility is owned by us and was constructed in 1988. The Tampa, Florida 150,000 square foot manufacturing and corporate headquarters facility is owned by us and was completed in the first quarter of 1997. Reptron Manufacturing Services leases six buildings in Hibbing, Minnesota, which total 127,000 square feet. These buildings are owned in part by four individuals on Reptron Manufacturing’s senior management team. Additionally, we own a 40,300 square foot building in Hibbing, Minnesota which is occupied by Reptron Manufacturing Services. Reptron Display and System Integration operates from a 40,000 square foot leased facility in Fremont, California.

The Hibbing, Minnesota manufacturing plant accounted for approximately 36% of Reptron’s, 2003 EMS net sales, with the Gaylord, Michigan plant totaling approximately 31% of 2003 EMS net sales, the Tampa, Florida manufacturing plant totaling approximately 24% of 2003 EMS net sales and the Fremont, California facility producing the remaining 9% of 2003 EMS net sales.

Competition

We face substantial competition. Many of our competitors have international operations and significantly greater manufacturing, financial, marketing and research and development resources and broader name recognition than we do. Reptron competes in a highly fragmented market composed of a diverse group of EMS providers. Reptron believes that the key competitive factors in its markets are manufacturing flexibility, price, manufacturing quality, advanced manufacturing technology and reliable delivery. Many EMS providers operate extremely high-volume facilities and focus on target markets, such as the computer industry, that Reptron does not seek to serve. Reptron considers its key competitive advantages to include its expertise in medium-to-high volume, flexible batch processing, its provision of value-added services and its material management techniques. We believe that our expertise in flexible, batch processing differentiates us from high-volume competitors because of the relative complexity of economically fulfilling a large number of batch contracts. We also believe that by focusing on medium-to-high volume production runs, Reptron competes effectively.

Reptron Display and System Integration competes in a highly fragmented market composed of a diverse group of display integration companies and electronic component distributors that have strategic alliances with display integration companies. We believe that market reputation combined with a high degree of technical competency, has allowed Reptron Display and System Integration to compete effectively in the marketplace.

Management Information Systems

We have made significant investments in computer hardware, software and management information system (“MIS”) personnel. We employ approximately 18 individuals who are responsible for hardware upgrades, maintenance of current software and related databases and augmenting software packages with custom programming. We currently maintain an internet web page that provides a wide variety of information, as well as, links to vendors and customers. Our expanded use of web based