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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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)

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: None
Securities 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

        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 Item 11, Item 12 and Item 13 of Part III of its Annual Report on Form 10-K for the fiscal year ended September 30, 2002 previously filed on Form 10-K/A as set forth in the pages attached hereto.

PART III

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.

SUMMARY COMPENSATION TABLE

		Annual Compensation				Long-Term Compensation Awards
Name and Principal Position	Fiscal Year	Base Salary ($)	Bonus ($)	Other Annual Compensation ($)(1)		Securities Underlying Options (#)(2)	All Other Compensation ($)(3)
Edward P. Smoot Chairman of the Board of Directors, President(4)	2002 2001 2000	328,167 400,090 70,184	328,077 414,000 —	15,136 7,860 —	(5) (6)	25,000 — —	6,264 2,772 246
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	— — —		50,000 — —	3,329 2,850 880	(7) (8)
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	— — —		30,000 — —	6,810 4,390 6,396	(7) (9)
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	— — —		30,000 — —	3,038 372 413	(7)
Paul J. Najar Executive Vice President—Administration, General Counsel and Secretary	2002 2001 2000	184,615 172,115 143,035	92,500 77,748 —	— — —		30,000 — —	2,645 891 90	(7) (10)
David B. Hiatt Executive Vice President and Chief Operating Officer(11)	2002 2001 2000	163,250 260,000 225,385	— 117,102 9,450	— — —		— — —	374,586 6,864 3,054	(7)(12) (13)

⁽¹⁾

Except as noted below, the aggregate amount of perquisites and other personal benefits, securities or property, given to each executive officer named above valued on the basis of aggregate incremental cost to the Company did not exceed the lesser of $50,000 or 10% of the total of annual salary and bonus for each such officer during fiscal 2002, 2001 and 2000.

⁽²⁾

As a result of the confirmation of our plan of reorganization, effective December 31, 2001, all unexercised options outstanding prior to such date were cancelled and our prior stock option plans were terminated. In addition, any shares of restricted stock issued to any executives named above were cancelled. Anacomp adopted a new stock option plan, the 2001 Stock Option Plan, pursuant to which options were granted in the fiscal year 2002.

⁽³⁾

For each executive officer named above, includes reimbursement of medical expenses, as well as premiums paid by the Company on a group term life insurance policy for the benefit of each such person.

⁽⁴⁾

Mr. Smoot was appointed as the Company's Chief Executive Officer on March 18, 2002 and resigned from such position on September 30, 2002.

⁽⁵⁾

Represents $9,922 in temporary living expenses and $5,214 in income tax assistance for temporary living expense reimbursements.

⁽⁶⁾

Represents $3,981 in temporary living expenses and $3,879 in income tax assistance for temporary living expense reimbursements.

⁽⁷⁾

Includes a $2,500 contribution made by the Company to the Anacomp Savings Plus (or 401(k)) Plan.

1

⁽⁸⁾

Includes a $2,337 contribution made by the Company to the Anacomp Savings Plus (or 401(k)) Plan.

⁽⁹⁾

Includes a $674 contribution made by the Company to the Anacomp Savings Plus (or 401(k)) Plan.

⁽¹⁰⁾

Includes a $774 contribution made by the Company to the Anacomp Savings Plus (or 401(k)) Plan.

⁽¹¹⁾

Mr. Hiatt resigned as the Company's Executive Vice President and Chief Operating Officer effective on April 30, 2002.

⁽¹²⁾

Includes $369,274 in severance and related payments paid during fiscal 2002.

⁽¹³⁾

Includes a $2,140 contribution made by the Company to the Anacomp Savings Plus (or 401(k)) Plan.

Stock Options Granted in Fiscal Year 2002

        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)
	Individual Grants
	Number of Shares Underlying Options Granted(2)		% of Total Options Granted to Employees in Fiscal Year
Name					Exercise Price Per Share(3)		Expiration Date
								5%		10%
Edward P. Smoot	25,000	(4)	11.9	%	$	26.00	8/1/12	$	408,782	$	1,035,932
Jeffrey R. Cramer	50,000		23.8	%	$	26.00	8/1/12	$	817,563	$	2,071,865
Linster W. Fox	30,000		14.3	%	$	26.00	8/1/12	$	490,537	$	1,243,119
Richard V. Keele	30,000		14.3	%	$	26.00	8/1/12	$	490,537	$	1,243,119
Paul J. Najar	30,000		14.3	%	$	26.00	8/1/12	$	490,537	$	1,243,119
Former Officers:
David B. Hiatt	—		—			—	—		—		—

(1)

Potential gains are net of exercise price, but before taxes associated with exercise. These amounts represent certain assumed rates of appreciation only, based on SEC rules. Actual gains, if any, on stock option exercises are dependent on the future performance of the Common Stock, overall market conditions and the option holders' continued employment through the vesting period. The amounts reflected in this table may not necessarily be achieved.

(2)

All options granted under the 2001 Stock Option Plan are exercisable upon vesting and are not subject to repurchase by Anacomp. Except as described in footnote 4 below, shares generally vest at the rate of ¹/4 on the first anniversary of the date of grant and ¹/4 for each full year of continuous employment. Under the 2001 Stock Option Plan, the Board retains discretion to modify the terms, including the prices, of outstanding options. For additional information regarding options, see "Report of the Compensation Committee on Executive Compensation" below.

(3)

All options were granted at market value on the date of grant.

(4)

Mr. Smoot's options vest on the first anniversary date of grant.

Option Exercises and Fiscal Year Year-End Values

        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

2

exercises of options by any of the officers named in the Summary Compensation Table during the fiscal year ended September 30, 2002.

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)
Name
	Exercisable(2)	Unexercisable	Exercisable(2)	Unexercisable
Edward P. Smoot	—	25,000	—	$	18,750
Jeffrey R. Cramer	—	50,000	—	$	37,500
Linster W. Fox	—	30,000	—	$	22,500
Richard V. Keele	—	30,000	—	$	22,500
Paul J. Najar	—	30,000	—	$	22,500
Former Officers:
David B. Hiatt	—	—	—		—

(1)

Based on market value of $26.75, the closing price of our Class A Common Stock on September 30, 2002, as reported by OTC BB.

(2)

The options are exercisable upon vesting and not subject to repurchase by Anacomp. None of the options shares vested as of September 30, 2002.

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. The agreement also provides for the following severance benefits if we terminate Mr. Cramer's employment without cause or advance notice: (a) biweekly base pay for a period of one year from the date of termination, such payments to be made on the Company's regular paydays and (b) continuation of his health insurance benefits on our plan pursuant to an election of COBRA by Mr. Cramer paid by the Company for one year.

        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

3

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.

Compensation of Directors

        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	193,400
Equity compensation plans not approved by shareholders(1)		2,000		N/A	3,000
	Total	212,000			196,400

⁽¹⁾

Consists of shares that are outstanding, and shares available for future issuance, under the 2002 Plan. The material features of the 2002 Plan are described below.

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.

4

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. 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. Many of the policies, plans, bonus targets and employment arrangements were established by members of the previous Compensation Committee who ceased serving as directors upon Anacomp's emergence from its Chapter 11 bankruptcy proceedings.

        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

5

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 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 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 for a one year period and if he works in excess of a certain number of hours in a pay period, Mr. Smoot will be paid for such excess hours at an hourly rate commensurate with his bi-weekly weekly pay in effect prior to his part-time employment.

COMPENSATION COMMITTEE

David E. Orr
Lloyd I. Miller
Wayne Barr, Jr.

6

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

	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	$	118.182	$	100.00	$	109.091
Nasdaq Stock Market	$	100	$	93.888	$	99.960	$	91.658	$	87.615	$	79.679	$	72.404	$	71.637	$	63.927
Nasdaq Computer & Data	$	100	$	95.191	$	97.987	$	82.957	$	77.656	$	77.877	$	68.401	$	68.740	$	60.278

(1)

Assumes that all dividends have been reinvested. No cash dividends have been declared on our Class A Common Stock. Shareholder returns over the indicated period should not be considered indicative of future shareholder returns.

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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	%	*

(1)

The 467,897 shares are held as follows: (i) 100,932 shares held by the Milfam II, L.P.; (ii) 73,047 shares held by Lloyd Miller III, MIL GRATT; (iii) 126,347 share held by Milfam I, L.P.; (iv) 123,097 share held by Lloyd Miller III Trust A-4; and (v) 45,447 shares held directly by Mr. Miller. Mr. Miller disclaims beneficial ownership of all the securities described in this note except those held directly by him.

(2)

Mr. Tennenbaum beneficially owns 1,115,185 shares of Class A Common Stock over which he shares voting and dispositive power with Tennenbaum & Co., LLC, SVIM/MSM, LLC, SVIM/MSMII, LLC and SVAR/MM, LLC.

*

less than 1%.

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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	%

*

None of the shareholders in the above table own any Class B Common Stock.

⁽¹⁾

Based on Schedule 13G filed on March 12, 2002.

⁽²⁾

Based on Schedule 13D filed on December 31, 2002. Includes shares held of record by Special Value Bond Fund LLC, Special Value Bond Fund II LLC, and Special Value Absolute Return Fund LLC, which are beneficially owned by Special Value Investment Management LLC, SVIM/MSM II LLC, Mr. Tennebaum and Tennebaum & Co., LLC.

⁽³⁾

Based on Schedule 13G filed on March 11, 2002.

⁽⁴⁾

Based on Schedule 13D filed on February 21, 2002 and 1,000 shares of stock issued to Mr. Miller by the Company under our 2002 Outside Directors Restricted Stock Plan.

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.

        Effective September 30, 2002, Edward P. Smoot resigned as Chief Executive Officer. He remains as Chairman of the Board. Mr. Smoot will remain as a part-time employee of the Company to work on special projects for the Company for one year. We agreed to pay Mr. Smoot $50,000 for his part-time services for one year and if he works in excess of a certain number of hours in a pay period, Mr. Smoot will be paid for such excess hours at an hourly rate commensurate with his bi-weekly pay in effect prior to his part-time employment.

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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 31, 2003.

ANACOMP, INC.
By:	/s/  EDWARD P. SMOOT Edward P. Smoot Chairman of the Board

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QuickLinks

PART III
SUMMARY COMPENSATION TABLE
OPTION GRANTS IN LAST FISCAL YEAR
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END VALUES
Employment Contracts and Termination of Employment and Change of Control Arrangements.
EQUITY COMPENSATION PLAN INFORMATION
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
COMPARISON OF SHAREHOLDER RETURN
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
Directors and Executive Officers
Other Beneficial Holders of Common Stock
SIGNATURES