UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported)          July 3, 2002
                                                 -------------------------------


                                   POINT.360
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             (Exact name of registrant as specified in its charter)


                                   California
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                 (State or other jurisdiction of incorporation)


         0-21917                                  95-4272619
- -------------------------------   ----------------------------------------------
   (Commission File Number)           (IRS Employer Identification No.)


  7083 Hollywood Boulevard, Suite 200, Hollywood, CA       90028
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   (Address of principal executive offices)              (Zip Code)


                                 (323) 957-7990
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              (Registrant's telephone number, including area code)


          ----------------------------------------------------------
         (Former name or former address, if changed since last report)





Item 5. OTHER EVENTS.

        On July 3,  2002,  Point.360  (the  "Company")  entered  into an  Option
Agreement  ("Agreement") with Alliance Atlantis Communications Inc. ("Alliance")
whereby  the  Company  acquired  an option to  purchase  all of the  issued  and
outstanding  shares of Tattersall  Casablanca Sound Inc., Calibre Digital Design
Inc. and Salter Street Digital  Limited,  wholly-owned  subsidiaries of Alliance
("Subsidiaries").   The  Company  may   exercise  the  option  to  purchase  the
Subsidiaries at any time prior to December 31, 2002.

        In  consideration  for the  Agreement,  the Company  granted  Alliance a
warrant to purchase  500,000  shares of the Company's  common stock at $2.00 per
share.  The warrant is  exercisable  on the earlier of (i) the date on which the
Company purchases the Subsidiaries, or (ii) the date on which the Company allows
the option to expire.  The warrant  expires on July 3, 2007,  or July 3, 2005 if
the Company does not exercise its option to acquire the Subsidiaries.


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Item 7. FINANCIAL STATEMENTS AND EXHIBITS.

   (c)  Exhibits.

   10.1 Option Agreement dated July 3, 2002 between the Company and Alliance.

   10.2 Warrant for the Purchase of 500,000 Shares of Common Stock of Point.360.




                                   SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                                    Point.360
                                        ----------------------------------
                                                  (Registrant)


      Date: July 15, 2002           By: /s/ Alan R. Steel
                                        ----------------------------------
                                            Alan R. Steel
                                            Executive Vice President,
                                            Finance and Administration,
                                            Chief Financial Officer







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