CONTINENTAL CIRCUITS CORP
SC 13G/A, 1998-02-17
PRINTED CIRCUIT BOARDS
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                                (Amendment No. 2)



                           CONTINENTAL CIRCUITS CORP.
                                (Name of Issuer)



                                  COMMON STOCK
                         (Title of Class of Securities)



                                   211213 10 3
                                 (CUSIP Number)



*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).



                        (Continued on following page(s))


                                Page 1 of 6 Pages
<PAGE>   2
CUSIP NO. 292166 10 5                   13G                   Page 2 of 6 Pages

   1      NAME OF REPORTING PERSONS
          S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

            Michael O. Flatt

   2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*              (a) [ ]
                                                                         (b) [ ]

   3      SEC USE ONLY


   4     CITIZENSHIP OR PLACE OF ORGANIZATION

            United States

                                     5     SOLE VOTING POWER
              NUMBER OF
                SHARES               6     SHARED VOTING POWER
             BENEFICIALLY
               OWNED BY                         293,066
                 EACH
              REPORTING              7     SOLE DISPOSITIVE POWER
                PERSON
                 WITH                8     SHARED DISPOSITIVE POWER

                                                 293,066

   9      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

             293,066

   10     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
   
                                                                             [ ]
                                                                                
   11     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

            4.0%

   12     TYPE OF REPORTING PERSON*

            IN


                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


                                Page 2 of 6 Pages
<PAGE>   3
CUSIP NO. 292166 10 5                    13G                   Page 3 of 6 Pages

   1      NAME OF REPORTING PERSONS
          S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

            Joanie L. Flatt

   2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*              (a) [ ]
                                                                         (b) [ ]

   3      SEC USE ONLY


   4      CITIZENSHIP OR PLACE OF ORGANIZATION

            United States

                                            5     SOLE VOTING POWER
              NUMBER OF
                SHARES                      6     SHARED VOTING POWER
             BENEFICIALLY               
               OWNED BY                                293,066
                 EACH                   
              REPORTING                     7     SOLE DISPOSITIVE POWER
                PERSON                  
                 WITH                       8     SHARED DISPOSITIVE POWER

                                                        293,066

   9      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

            293,066

   10     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

                                                                             [ ]

   11     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

            4.0%

   12     TYPE OF REPORTING PERSON*

            IN

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


                                Page 3 of 6 Pages
<PAGE>   4
Item 1(a)         NAME OF ISSUER:

                  Continental Circuits Corp.

Item 1(b)         ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

                  3502 East Roeser Road
                  Phoenix, Arizona  85040

                  Telephone:  (602) 268-3461

Item 2(a)         NAME OF PERSON FILING:

                  Michael O. Flatt and Joanie L. Flatt

Item 2(b)         ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

                  1242 North Norwalk
                  Mesa, Arizona  85205

Item 2(c)         CITIZENSHIP:

                  United States

Item 2(d)         TITLE OF CLASS OF SECURITIES:

                  Common Stock

Item 2(e)         CUSIP NUMBER:

                  211213 10 3

Item 3            IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), 
                  OR 13d-2(b), CHECK WHETHER THE PERSON FILING IS A:

                  Not Applicable.

Item 4            OWNERSHIP (as of December 31, 1997):

                  (a) Amount Beneficially owned: 293,066 by Michael O. Flatt and
                                                 293,066 by Joanie L. Flatt
                  (b) Percent of Class:     4.0% by Michael O. Flatt and
                                            4.0% by Joanie L. Flatt
                  (c) See items 5-8 on cover page


                                Page 4 of 6 Pages
<PAGE>   5
Item 5   OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

                  Not Applicable

Item 6   OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

                  293,066 shares held directly by the Flatt Family Trust for
                  which Michael O. Flatt and Joanie L. Flatt are trustees.

Item 7   IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
         ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
         COMPANY:

                  Not Applicable

Item 8   IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:

                  Not Applicable

Item 9   NOTICE OF DISSOLUTION OF GROUP:

                  Not Applicable

Item 10  CERTIFICATION:

                  Not Applicable

After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.


February 13, 1998                      February 13, 1998
- ----------------------------------     -----------------------------------------
Date                                   Date


/S/      Michael O. Flatt              /S/      Joanie L. Flatt
- ----------------------------------     -----------------------------------------
Signature                              Signature


         Michael O. Flatt                       Joanie L. Flatt
- ----------------------------------     -----------------------------------------
Name                                   Name




                                Page 5 of 6 Pages
<PAGE>   6
                                     EXHIBIT


                     CERTIFICATION REGARDING JOINT FILING OF
                     SCHEDULE 13G PURSUANT TO RULE 13d-l(f)
                    OF THE SECURITIES AND EXCHANGE COMMISSION


         Michael O. Flatt and Joanie L. Flatt do hereby certify that the
Schedule 13G to which this certification is attached as an Exhibit is being
filed with the Securities and Exchange Commission on behalf of each of the
undersigned.



Dated: February 13, 1998
- ------------------------------------


                                        /s/ Michael O. Flatt
                                        ----------------------------------------
                                                    Michael O. Flatt




                                        /s/ Joanie L. Flatt
                                        ----------------------------------------
                                                   Joanie L. Flatt




                                Page 6 of 6 Pages


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