UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------- FORM 10-K/A ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2003 OR 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 0-21917 ----------- POINT.360 (Exact name of registrant as specified in its charter) California 95-4272619 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 7083 Hollywood Boulevard, Suite 200, Hollywood, CA 90028 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (323) 957-7990 Securities registered pursuant to Section 12(b) of the Act None Securities registered pursuant to Section 12(g) of the Act Common Stock, no par value. ----------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ___ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of 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 checkmark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes ___ No X The aggregate market value of the voting common equity held by non-affiliates of the registrant was approximately $17,837,000 computed by reference to the price at which the common equity was last sold on the last business day of the registrant's most recently completed second fiscal quarter, June 30, 2003. As of March 31, 2004, there were 9,199,894 shares of Common Stock outstanding. Total number of pages in this report: 4 EXPLANATORY NOTE The purpose of this amendment is to include the consent of independent public accountants for the fiscal year ended December 31, 2001 which was omitted from the Company's Form 10-K originally filed on March 22, 2004. CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Forms S-8 (Nos. 333-69174 and 333-69168) of Point.360 of our report dated February 25, 2002 , except for Notes 2 and 6, as to which the date is October 28, 2002 , relating to the financial statements, which appear in this Annual Report on Form 10-K. We also consent to the incorporation by reference of our report dated February 25, 2002, except for Notes 2 and 6, as to which the date is October 28, 2002, relating to the financial statement schedule, which appears in this Form 10-K. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Los Angeles, California June 25, 2005 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. POINT.360 DATE: June 25, 2004 BY: /s/ Alan R. Steel ------------------------------ Alan R. Steel Executive Vice President, Finance and Administration and Chief Financial Officer (duly authorized officer and principal financial officer)