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(Mark One)

Commission File Number 000-12954

Cadmus Communications Corporation

1801 Bayberry Court, Suite 200

      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 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.     o

      As of July 31, 2002, 9,002,092 shares of Registrant’s common stock were outstanding, and the aggregate market value of the Registrant’s common stock held by non-affiliates was approximately $34,486,317 based on the last sale price on July 31, 2002.

Documents Incorporated by Reference:

      Portions of the Registrant’s Annual Report to Shareholders for the fiscal year ended June 30, 2002 are incorporated in Parts I and II of this report. Portions of the Proxy Statement of Registrant for the Annual Meeting of Shareholders to be held on November 7, 2002 are incorporated in Part III of this report.

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INDEX

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PART I

ITEM 1. BUSINESS

Introduction

     Headquartered in Richmond, Virginia, Cadmus Communications Corporation (the “Company” or “Cadmus”) provides end-to-end integrated graphic communications services to professional publishers, not-for-profit societies, and corporations. Cadmus is the world’s largest provider of content management and production services to scientific, technical and medical (“STM”) journal publishers, the fourth largest periodicals printer in North America, and a leading provider of specialty packaging and promotional printing services.

     Cadmus was formed in 1984 through the merger of The William Byrd Press, Incorporated (“Byrd”), a leading regional publications printer in Virginia, and Washburn Graphics, Inc. (“Washburn”), a graphic arts firm based in North Carolina. Since the merger, Cadmus has grown through enhancement of existing products, internal development of new products, and acquisitions. The Company’s principal executive offices are located at 1801 Bayberry Court, Suite 200, Richmond, Virginia 23226, and its telephone number is (804) 287-5680. The Company’s Internet address is http://www.cadmus.com. Unless the context otherwise requires, references herein to Cadmus or the Company shall refer to Cadmus Communications Corporation and its consolidated subsidiaries.

     Cadmus has augmented its core printing and content management competency through a series of strategic mergers and acquisitions. Significant acquisitions have included:

•		in fiscal 1993, the assets of the Waverly Press Division of Waverly, Inc., a division located in Baltimore and Easton, Maryland, engaged in the printing of STM journals;
•		in fiscal 1996, Lancaster Press, Inc. and its subsidiaries, a Pennsylvania-based producer of STM journals; and
•		in fiscal 1999, the Mack Printing group, based in Maryland and Pennsylvania, one of the nation’s largest producers of STM journals, magazines, and soft-cover books.

     Over the course of the past three fiscal years, the Company has focused its operations around the Publisher Services and Specialty Packaging segments. As a result, the Company has exited non-strategic businesses and concentrated its resources on these two segments in an attempt to develop targeted solutions for its customers and to differentiate its products and services from its competitors. The information that follows will further describe the specific actions the Company took during this time.

     During the first quarter of fiscal 2000, the Company adopted a restructuring plan intended to (1) effect planned synergies in connection with its April 1999 acquisition of the Mack Printing group (“Mack”) and (2) to focus the Company’s resources on the markets within the Publisher Services and Specialty Packaging segments. These actions, which are substantially completed, included:

•		closing the Atlanta-based Cadmus Point of Purchase (“POP”) business unit in October 1999;
•		integrating the workflows of two composition facilities in Lancaster, Pennsylvania;
•		closing the Richmond-based marketing agency in July 1999, and divesting the Charlotte-based agency in September 1999; and
•		consolidating corporate functions and overhead, including eliminating certain overhead within Publisher Services and eliminating overhead costs associated with the former Marketing Communications Group.

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     The Company took additional restructuring and other actions in fiscal 2001 as a result of its continuing efforts to sharpen its focus on the Company’s core businesses, and to address changes in demand prompted by a general downturn in the economy. These actions, which the Company expects to be substantially completed by September 30, 2002, included:

•		consolidating the Company’s Charlotte and Atlanta-based technology-related logistics operations;
•		consolidating two Richmond-based commercial and magazine printing operations;
•		continuing the consolidation of duplicate facilities in the Publisher Services segment; and
•		settling certain post-closing contingencies and other facility closure costs associated with the sale of the Company’s Dynamic Diagrams subsidiary.

     In the third quarter of fiscal 2002, the Company sold its Atlanta-based Cadmus Creative Marketing Division to a strategic consultancy firm headquartered in Richmond, Virginia.

Organizational Structure and Product Lines

     The Company is focused around its Publisher Services segment, which provides products and services to both not-for-profit and commercial publishers under the division names of Cadmus Professional Communications, Cadmus Specialty Publications (formerly CadmusMack), and Cadmus Port City Press. In addition, the Company provides high quality specialty packaging services , under the division name of Cadmus Whitehall.

Publisher Services

     Publisher Services provides a full range of content management, editorial, prepress, printing, warehousing and distribution services to not-for-profit and commercial publishers in three primary product lines: STM journals, special interest and trade magazines, and books and directories. STM services includes electronic peer review, editing, content processing, content management, production, distribution, and reprint services for publishers in the STM markets. Special interest magazine services includes ad and digital content management, short- to medium-run publication production and delivery services for special interest and business-to-business publishers. Professional books and directories services include book and directory database management, composition, production, distribution, and fulfillment services for the association, legal, STM, and specialty directory markets. Publisher Services generated approximately 88% of the Company’s net sales in fiscal 2002.

Specialty Packaging

     Specialty Packaging provides services to its customers with high quality folding carton production, web and sheet-fed promotional printing, assembly, fulfillment and distribution for the telecommunications, software, apparel/fashion, healthcare, and financial services markets. Specialty Packaging generated approximately 12% of the Company’s net sales in fiscal 2002.

Seasonal Fluctuations

     Seasonal fluctuations occur in the overall demand for the Company’s services. Services associated with both periodicals for the educational and scholarly market and promotional materials tends to decline in the summer months. Consumer publications tend to peak before Christmas and before Easter. Specialty packaging tends to increase prior to the Christmas shopping season and decline during the summer months. All of these factors combine to give Cadmus a seasonal pattern with the months October through June typically being stronger than the months July through September.

Raw Materials

     The principal raw material used in Cadmus’ business is paper. Paper stock inventories are maintained in the Publisher Services business, where a supply of roll paper stock is required to operate the web presses. The Company’s other operations generally purchase paper on a direct order basis for specific jobs with minimal inventory requirements. Cadmus purchases its paper requirements under agreements that guarantee tonnage and provide short-range price protection for three- to six-month intervals. The price of paper charged to customers is subject to adjustment so that usually Cadmus does not have exposure to changes in the cost of paper.

     The Company uses a variety of other raw materials including ink, film, offset plates, chemicals and solvents, glue, wire, and subcontracted components. In general, the Company has not experienced any significant difficulty in obtaining raw materials.

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Competition

     Cadmus competes with a large number of companies, some of which have greater resources and capacity. In recent years, there has been excess capacity in the printing industry that has increased competition. Rapid technological changes as well as a more global market place, both in terms of supply and demand, have also brought new competitors to the market place. The markets served by Cadmus face competition based on a combination of factors including quality, service levels, and price. To lessen exposure to larger competitors with greater resources, Cadmus focuses generally on specialized markets with small- to medium-sized print run requirements where the Company can achieve market differentiation and gain competitive advantages through knowledge of the market and the ability to offer high quality solutions to customers.

Employees

     Cadmus employs approximately 3,000 persons, approximately 24% of whom are currently covered by collective bargaining agreements. Cadmus believes its relationship with its employees is good. In addition, the Company believes that no single collective bargaining agreement is material to the operations taken as a whole.

Regulation

     Cadmus’ operations are subject to federal, state and local environmental laws and regulations relating to, among other things: air emissions; waste generation, handling, management and disposal; wastewater treatment and discharge; and remediation of soil and groundwater contamination. Cadmus believes that it is in substantial compliance with environmental laws and regulations.

Certain Financial Information

     Information with respect to Cadmus’ sales, operating profits, and financial condition for each of its past five years appears in the “Selected Financial Data” referred to in Item 6 of this report on Form 10-K.

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ITEM 2. PROPERTIES

     The Company considers all of its properties and the related machinery and equipment contained therein, to be well maintained, in good operating condition, and adequate for its present needs. The Company may expand as necessary for the continued development of its operations. The following table contains information regarding the Company’s primary facilities as of June 30, 2002.

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ITEM 3. LEGAL PROCEEDINGS

     The Company is a party to various legal actions that are ordinary and incidental to its business. Additionally, in connection with divestiture actions, the Company guaranteed certain real estate lease obligations through 2003. Accruals for claims or lawsuits have been provided for to the extent that losses are deemed probable and can be reasonably estimated. While the outcome of legal actions cannot be predicted with certainty, management believes the outcome of any of these proceedings, or all of them combined, will not have a materially adverse effect on its consolidated financial position or results of operations.

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

     None.

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EXECUTIVE OFFICERS OF THE REGISTRANT

     The executive officers of Cadmus are elected by the Board of Directors (“Board”) of the Company to serve one-year terms. The following table contains information about the executive officers of Cadmus:

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“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995

Statements in this annual report on Form 10-K relating to Cadmus’ future prospects and performance are “forward-looking statements” that are subject to risks and uncertainties, both known and unknown, that could cause actual results to differ materially from those expressed or implied by such statements. Factors that could cause actual results to differ materially from management’s projections, forecasts, estimates and expectations may include factors that are beyond Cadmus’ ability to control or estimate precisely, such as estimates of future market conditions and the behavior of other market participants. Other potential risks and uncertainties include but are not limited to: (1) the overall economic environment in North America, (2) our ability to develop and market new capabilities and services to take advantage of technology changes in the publishing process, especially for scientific, technical and medical journals, (3) significant price pressure in the markets in which we compete, (4) the loss of significant customers or the decrease in demand from customers, (5) our ability to continue to obtain improved efficiencies and lower production costs, (6) adverse changes in our product sales mix, (7) the impact of industry consolidation among key customers, (8) our ability to successfully complete certain consolidation initiatives and effect other restructuring actions, and (9) our ability to operate profitably and effectively with high levels of indebtedness. Other risk factors are detailed from time to time in our Securities and Exchange Commission filings. The information provided in this report is provided only as of the date of this report, and we undertake no obligation to update any forward-looking statements made herein.

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PART II

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

     Cadmus common stock is traded in the over-the-counter market and is quoted through the NASDAQ National Market System under the symbol “CDMS.” Information with respect to market prices is presented on page F-1 of the 2002 Annual Report to Shareholders and is incorporated herein by reference.

     As of August 31, 2002, the approximate number of beneficial holders of Cadmus common stock was 3,000, which includes stockholders recorded on security position listings.

     On August 14, 2002, Cadmus declared a regular quarterly cash dividend of $0.05 per share, payable on September 10, 2002, to shareholders of record as of August 26, 2002. Additional information with respect to dividends declared is presented on page F-1 of the 2002 Annual Report to Shareholders and is incorporated herein by reference.

     The amount of any future dividends will depend on general business conditions encountered by Cadmus, as well as the financial condition, earnings and capital requirements of Cadmus, and such other factors as the Board of Directors may deem relevant. For additional information regarding restrictions on payment of dividends, see the Notes to Consolidated Financial Statements referenced in Item 8 of this report on Form 10-K.

ITEM 6. SELECTED FINANCIAL DATA

     The information presented under the caption “Selected Financial Data” on page F-1 of the 2002 Annual Report to Shareholders is incorporated herein by reference.

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

     The information presented under the caption “Management’s Discussion and Analysis” on pages F-2 through F-9 of the 2002 Annual Report to Shareholders is incorporated herein by reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     For quantitative and qualitative disclosures about market risk, see the Notes to Consolidated Financial Statements (Note 7) referenced in Item 8 of this report on Form 10-K, and the information presented under the captions “Management’s Discussion and Analysis — Liquidity and Capital Resources” and “Management’s Discussion and Analysis — Market Risk” on pages F-8 through F-9 of the 2002 Annual Report to Shareholders, incorporated herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The consolidated financial statements of Cadmus and subsidiaries contained on pages F-11 through F-29 of the 2002 Annual Report to Shareholders are incorporated herein by reference.

     The supplementary data regarding quarterly results presented under the caption “Selected Quarterly Data” on page F-10 of the 2002 Annual Report to Shareholders is incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

     The information presented under the caption “Change in Certifying Accountant” on page 26 of the Proxy Statement is incorporated herein by reference.

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PART III

     Except as otherwise indicated, information called for by the following items under Part III is contained in the Proxy Statement for the Annual Meeting of Cadmus Stockholders (“Proxy Statement”) to be mailed to the Stockholders on or about October 7, 2002.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Information on the directors of Cadmus is contained on pages 7 through 10 of the Proxy Statement and is incorporated herein by reference.

Executive Officers

     For information regarding the executive officers of Cadmus, see “Executive Officers of the Registrant” at the end of Part I of this report on Form 10-K.

ITEM 11. EXECUTIVE COMPENSATION

     Information on Executive Compensation is contained on pages 13 through 24 of the Proxy Statement and is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     Information on Security Ownership of Certain Beneficial Owners and Management is contained on pages 2 through 5 of the Proxy Statement and is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Information on Certain Relationships and Related Transactions is contained on pages 11 through 13 of the Proxy Statement and is incorporated herein by reference.

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PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) Financial Statements and Schedules

     The financial statements incorporated by reference into Item 8 of this report and the financial statement schedule filed as part of this report are listed in the Index to Financial Statements and Schedules on page 16 hereof.

(b) Reports on Form 8-K

     On April 9, 2002, the Company filed a Form 8-K to report that it had terminated the engagement of Arthur Andersen LLP and retained Ernst & Young LLP as its independent public accountants with respect to the audit of Cadmus’ consolidated financial statements for its fiscal year ending June 30, 2002.

     On April 26, 2002, the Company filed a Form 8-K that included its April 25, 2002 press release announcing fiscal 2002 third quarter financial results, as well as a copy of the prepared notes used for remarks made during a conference call to analysts on the same date.

     On June 6, 2002, the Company filed a Form 8-K to report an amendment to the Company’s 1990 Long Term Incentive Stock Plan, extending the term of the plan until June 30, 2003.

     On June 25, 2002, the Company filed a Form 8-K that included its June 24, 2002 press release announcing an amendment to Cadmus’ amended and restated senior bank credit agreement.

(c) Exhibits

     The Exhibits listed in the accompanying “Index of Exhibits” on pages 18 through 21 hereof are filed or incorporated by reference as a part of this report.

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Signatures

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, as of the 26th day of September, 2002.

     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated, as of the 26th day of September 2002.

Certification of CEO/CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 enclosed separately as correspondence with this filing.

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CERTIFICATION

I, Bruce V. Thomas, certify that:

1.     I have reviewed this annual report on Form 10-K of Cadmus Communications Corporation;

2.     Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; and

3.     Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report.

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CERTIFICATION

I, Stephen E. Hare, certify that:

1.     I have reviewed this annual report on Form 10-K of Cadmus Communications Corporation;

2.     Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; and

3.     Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report.

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INDEX TO FINANCIAL STATEMENTS AND SCHEDULES

     The Consolidated Balance Sheets of Cadmus Communications Corporation and Subsidiaries as of June 30, 2002 and 2001, and the related Consolidated Statements of Operations, Cash Flows, and Shareholders’ Equity for each of the three years in the period ended June 30, 2002, including the notes thereto, are included on pages F-11 through F-29 of Cadmus’ 2002 Annual Report to Shareholders and are incorporated herein by reference. With the exception of the information incorporated by reference in numbered Items 5, 6, 7 and 8, no other data appearing in the 2002 Annual Report to Shareholders is deemed to be “filed” as part of this Form 10-K. The following additional financial data should be read in conjunction with these consolidated financial statements.

     All other schedules have been omitted because they are not applicable, because the required information is not present in amounts sufficient to require submission of the schedules, or because the information required is included in the consolidated financial statements, including the notes thereto.

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SCHEDULE II

CADMUS COMMUNICATIONS CORPORATION
VALUATION AND QUALIFYING ACCOUNTS
(in thousands)

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INDEX OF EXHIBITS

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18.		Incorporated by reference to Exhibit 10.24 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2000 (Commission File No. 0-12954).
19.		Incorporated by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2000 (Commission File No. 0-12954).
20.		Incorporated by reference to Exhibit 10.26 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2000 (Commission File No. 0-12954).
21.		Incorporated by reference to Exhibit 10.28 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2001 (Commission File No. 0-12954).
22.		Incorporated by reference to Exhibit 10.28 to the Company’s Current Report on Form 8-K dated July 13, 2001 (Commission File No. 0-12954).
23.		Incorporated by reference to Exhibit 10.30 to the Company’s Current Report on Form 8-K dated July 13, 2001 (Commission File No. 0-12954).
24.		Incorporated by reference to Exhibit 10.29 to the Company’s Current Report on Form 8-K dated July 13, 2001 (Commission File No. 0-12954).
25.		Incorporated by reference to Exhibit 10.31.1 to the Company’s Current Report on Form 8-K dated June 21, 2002 (Commission File No. 0-12954).
26.		Incorporated by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2001 (Commission File No. 0-12954).
27.		Incorporated by reference to Exhibit 10.33 to the Company’s Current Report on Form 8-K dated July 13, 2001 (Commission File No. 0-12954).
28.		Incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2000 (Commission File No. 0-12954).
29.		Incorporated by reference to Exhibit 99 to the Company’s Registration Statement on Form S-8 filed March 15, 2002 (Commission File No. 333-84390).

Copies of exhibits listed above may be obtained by writing to Stephen E. Hare, Executive Vice President and Chief Financial Officer, at 1801 Bayberry Court, Suite 200, Richmond, Virginia 23226.

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