<PAGE>   1

     As filed with the Securities and Exchange Commission on October 8, 1999
================================================================================
                                                     Registration No. 333-______
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                          ----------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          ----------------------------
                          APACHE MEDICAL SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                                 <C>
            Delaware                                                      23-2476415
            --------                                                      ----------
(State or Other Jurisdiction of                                       (I.R.S. Employer
 Incorporation or Organization)                                      Identification No.)
</TABLE>

                        1650 Tysons Boulevard, Suite 300
                                McLean, VA 22102
                                 (703) 847-1400
                    (Address of Principal Executive Offices)

                          ----------------------------
                 AMENDED AND RESTATED EMPLOYEE STOCK OPTION PLAN
                         OF APACHE MEDICAL SYSTEMS, INC.
                            (Full Title of the Plan)

                          ----------------------------
                                  Peter Gladkin
                      President and Chief Executive Officer
                        1650 Tysons Boulevard, Suite 300
                                McLean, VA 22102
                     (Name and Address of Agent for Service)

                                 (703) 847-1400
                                 --------------
          (Telephone Number, Including Area Code, of Agent for Service)
                                   Copies to:
                              Daniel J. Ramos, Esq.
                                 Shaw Pittman
                               2300 N Street, N.W.
                             Washington, D.C. 20037
                                 (202) 663-8000

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                           Proposed Maximum           Proposed Maximum           Amount Of
 Title Of Securities To Be         Amount To Be           Aggregate Offering         Aggregate Offering        Registration
         Registered                 Registered             Price Per Share                  Price                   Fee
-------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                    <C>                        <C>                       <C>
Common Stock,                       500,000(1)                $1.297(2)                  $648,500(2)             $181
$.01 par value
per share
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

 (1)       AMOUNT REPRESENTS THE NUMBER OF SHARES ISSUABLE PURSUANT TO THE
           AMENDED AND RESTATED EMPLOYEE STOCK OPTION PLAN OF APACHE MEDICAL
           SYSTEMS, INC. IN ADDITION TO THE 1,696,589 SHARES REGISTERED ON
           REGISTRATION STATEMENT NO. 333-23731 AND THE 500,000 SHARES
           REGISTERED ON REGISTRATION STATEMENT NO. 333-36423. THIS REGISTRATION
           STATEMENT SHALL ALSO COVER ANY ADDITIONAL SHARES OF COMMON STOCK
           WHICH MAY BECOME ISSUABLE BY REASON OF ANY STOCK DIVIDEND, STOCK
           SPLIT, RECAPITALIZATION OR OTHER SIMILAR TRANSACTIONS IN ACCORDANCE
           WITH RULE 416 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

(2)        ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE
           PURSUANT TO RULE 457(c) AND RULE 457(h) UNDER THE SECURITIES ACT OF
           1933, AS AMENDED, BASED UPON THE AVERAGE HIGH AND LOW PRICES OF THE
           COMMON STOCK AS REPORTED ON THE NASDAQ STOCK MARKED AS OF
           October 6, 1999.


<PAGE>   2


              INTRODUCTORY STATEMENT NOT FORMING PART OF PROSPECTUS

           This Registration Statement relates to the registration of additional
shares under the Amended and Restated Employee Stock Option Plan of APACHE
Medical Systems, Inc. Shares to be issued pursuant to that plan were registered
pursuant to registration statements on Form S-8 (File No. 333-23731 and File No.
333-36423), the contents of which are hereby incorporated by reference into this
registration statement to the extent they present information not otherwise
presented herein.



                                       2
<PAGE>   3


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

           The following documents filed by APACHE Medical Systems, Inc. (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by this reference and made a part hereof:

           (a) Annual Report on Form 10-K for the year ended December 31, 1998.

           (b) Proxy Statement in connection with the Registrant's 1999 Annual
               Meeting of Stockholders.

           (c) Quarterly Report on Form 10-Q for the fiscal quarter ended March
               31, 1999.

           (d) Quarterly Report on Form 10-Q for the fiscal quarter ended June
               30, 1999.

           (e) The description of the Registrant's Common Stock contained in
               the Registrant's Registration Statement on Form 8-A filed with
               the Commission on June 4, 1996, to register the Common Stock of
               the Registrant under Section 12(g) of the Securities Exchange
               Act of 1934, as amended (the "Exchange Act"), including any
               amendment or report filed for the purposes of updating such
               description.

           In addition, all documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof,
and prior to the filing of a post-effective amendment to this Registration
Statement which indicates that all securities offered have been sold or which
de-registers all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.

ITEM 8.  EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number    Description of Exhibit
--------------------------------
<S>       <C>
4.1        Amended and Restated Certificate of Incorporation of the Registrant
           (incorporated by reference to the Registrant's Report on Form 10-Q
           for the quarter ended June 30, 1997 (File No. 0-20805)).

4.2        Bylaws of the Registrant, as amended (incorporated by reference to
           the Registrant's Registration Statement on Form S-1
           (File No. 333-04106)).

4.3        Specimen common stock certificate (incorporated by reference to the
           Registrant's Registration Statement on Form S-1 (File No.
           333-04106)).

5.1        Form of opinion of Shaw Pittman as to the legality of the securities
           being registered (filed herewith).

23.1       Consent of Shaw Pittman (filed herewith as part of Exhibit 5.1).

23.2       Consent of Ernst & Young LLP (filed herewith).

23.3       Consent of Arthur Andersen, LLP (filed herewith).

23.4       Consent of KPMG LLP (filed herewith).

24.1       Powers of Attorney (included on signature page).
</TABLE>


                                       3
<PAGE>   4

<TABLE>
<S>       <C>
99.1       Amended and Restated Employee Stock Option Plan of the Registrant
           (incorporated by reference to Exhibit 10.20 to the Registrant's
           Quarterly Report on Form 10-Q for the quarter ended March 31, 1999
           (File No. 0-20805)).
</TABLE>


                                       4
<PAGE>   5


                                   SIGNATURES

           Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in McLean, Virginia, on this 8th day of October, 1999.


                              APACHE MEDICAL SYSTEMS, INC.
                              (Registrant)


                              /s/ PETER GLADKIN
                              -----------------------
                              Peter Gladkin
                              President and Chief Executive Officer


                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Peter Gladkin and Karen C. Miller, each acting
individually, his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
and on the date indicated.

<TABLE>
<CAPTION>
Name                                                    Title                               Date
----                                                    -----                               ----
<S>                                                    <C>                                 <C>
                                                        President and Chief Executive
/s/ Peter Gladkin                                       Officer  (Principal Executive       October 8, 1999
----------------------------------                      Officer)
Peter Gladkin


                                                        Vice President, Finance and
/s/ Karen C. Miller                                     Chief Financial Officer             October 8, 1999
----------------------------------                      (Principal Financial and
Karen C. Miller                                         Accounting Officer)

</TABLE>


                                       5
<PAGE>   6


<TABLE>
<S>                                                    <C>                                 <C>
/s/ Gerald E. Bisbee, Jr., Ph.D.                        Director                            October 8, 1999
----------------------------------
Gerald E. Bisbee


/s/ Edward J. Connors                                   Director                            October 8, 1999
----------------------------------
Edward J. Connors


/s/ Richard Dessimoz                                    Director                            October 8, 1999
----------------------------------
Richard Dessimoz


/s/ .Thomas W. Hodson                                   Director                            October 8, 1999
----------------------------------
Thomas W. Hodson


/s/ William A. Knaus, M.D.
----------------------------------
William A. Knaus, M.D.                                  Director                            October 8, 1999


/s/ Lawrence S. Lewin
----------------------------------
Lawrence S. Lewin                                       Director                            October 8, 1999
</TABLE>



                                       6
<PAGE>   7



                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
-----------------------------
<S>      <C>
4.1        Amended and Restated Certificate of Incorporation of the Registrant
           (incorporated by reference to the Registrant's Report on Form 10-Q
           for the quarter ended June 30, 1997 (File No. 0-20805)).

4.2        Bylaws of the Registrant, as amended (incorporated by reference to
           the Registrant's Registration Statement on Form S-1 (File No.
           333-04106)).

4.3        Specimen common stock certificate (incorporated by reference to the
           Registrant's Registration Statement on Form S-1 (File No.
           333-04106)).

5.1        Form of opinion of Shaw Pittman as to the legality of the securities
           being registered (filed herewith).

23.1       Consent of Shaw Pittman (filed herewith as part of Exhibit 5.1).

23.2       Consent of Ernst & Young LLP (filed herewith).

23.3       Consent of Arthur Andersen, LLP (filed herewith).

23.4       Consent of KPMG LLP (filed herewith).

24.1       Powers of Attorney (included on signature page).

99.1       Amended and Restated Employee Stock Option Plan of the Registrant
           (incorporated by reference to Exhibit 10.20 to the Registrant's
           Quarterly Report on Form 10-Q for the quarter ended March 31, 1999
           (File No. 0-20805)).
</TABLE>

                                       7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 13939}]
{"company-data": {"conformed-name": "APACHE MEDICAL SYSTEMS INC", "cik": "0000883697", "assigned-sic": "7373", "irs-number": "232476415", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-88745", "film-number": "99725897"}, "business-address": {"street1": "1650 TYSONS BLVD", "city": "MCLEAN", "state": "VA", "zip": "22102", "phone": "7038471400"}, "mail-address": {"street1": "1650 TYSONS BLVD", "city": "MCLEAN", "state": "VA", "zip": "22102"}}
1

     As filed with the Securities and Exchange Commission on October 8, 1999
================================================================================
                                                     Registration No. 333-______
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                          ----------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          ----------------------------
                          APACHE MEDICAL SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)
Delaware                                                      23-2476415
            --------                                                      ----------
(State or Other Jurisdiction of                                       (I.R.S. Employer
 Incorporation or Organization)                                      Identification No.)
1650 Tysons Boulevard, Suite 300
                                McLean, VA 22102
                                 (703) 847-1400
                    (Address of Principal Executive Offices)

                          ----------------------------
                 AMENDED AND RESTATED EMPLOYEE STOCK OPTION PLAN
                         OF APACHE MEDICAL SYSTEMS, INC.
                            (Full Title of the Plan)

                          ----------------------------
                                  Peter Gladkin
                      President and Chief Executive Officer
                        1650 Tysons Boulevard, Suite 300
                                McLean, VA 22102
                     (Name and Address of Agent for Service)

                                 (703) 847-1400
                                 --------------
          (Telephone Number, Including Area Code, of Agent for Service)
                                   Copies to:
                              Daniel J. Ramos, Esq.
                                 Shaw Pittman
                               2300 N Street, N.W.
                             Washington, D.C. 20037
                                 (202) 663-8000

                         CALCULATION OF REGISTRATION FEE
Proposed Maximum           Proposed Maximum           Amount Of
 Title Of Securities To Be         Amount To Be           Aggregate Offering         Aggregate Offering        Registration
         Registered                 Registered             Price Per Share                  Price                   Fee
-------------------------------------------------------------------------------------------------------------------------------
Common Stock,                       500,000(1)                $1.297(2)                  $648,500(2)             $181
$.01 par value
per share
-------------------------------------------------------------------------------------------------------------------------------
(1)       AMOUNT REPRESENTS THE NUMBER OF SHARES ISSUABLE PURSUANT TO THE
           AMENDED AND RESTATED EMPLOYEE STOCK OPTION PLAN OF APACHE MEDICAL
           SYSTEMS, INC. IN ADDITION TO THE 1,696,589 SHARES REGISTERED ON
           REGISTRATION STATEMENT NO. 333-23731 AND THE 500,000 SHARES
           REGISTERED ON REGISTRATION STATEMENT NO. 333-36423. THIS REGISTRATION
           STATEMENT SHALL ALSO COVER ANY ADDITIONAL SHARES OF COMMON STOCK
           WHICH MAY BECOME ISSUABLE BY REASON OF ANY STOCK DIVIDEND, STOCK
           SPLIT, RECAPITALIZATION OR OTHER SIMILAR TRANSACTIONS IN ACCORDANCE
           WITH RULE 416 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

(2)        ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE
           PURSUANT TO RULE 457(c) AND RULE 457(h) UNDER THE SECURITIES ACT OF
           1933, AS AMENDED, BASED UPON THE AVERAGE HIGH AND LOW PRICES OF THE
           COMMON STOCK AS REPORTED ON THE NASDAQ STOCK MARKED AS OF
           October 6, 1999.
2

              INTRODUCTORY STATEMENT NOT FORMING PART OF PROSPECTUS

           This Registration Statement relates to the registration of additional
shares under the Amended and Restated Employee Stock Option Plan of APACHE
Medical Systems, Inc. Shares to be issued pursuant to that plan were registered
pursuant to registration statements on Form S-8 (File No. 333-23731 and File No.
333-36423), the contents of which are hereby incorporated by reference into this
registration statement to the extent they present information not otherwise
presented herein.

                                       2
3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

           The following documents filed by APACHE Medical Systems, Inc. (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by this reference and made a part hereof:

           (a) Annual Report on Form 10-K for the year ended December 31, 1998.

           (b) Proxy Statement in connection with the Registrant's 1999 Annual
               Meeting of Stockholders.

           (c) Quarterly Report on Form 10-Q for the fiscal quarter ended March
               31, 1999.

           (d) Quarterly Report on Form 10-Q for the fiscal quarter ended June
               30, 1999.

           (e) The description of the Registrant's Common Stock contained in
               the Registrant's Registration Statement on Form 8-A filed with
               the Commission on June 4, 1996, to register the Common Stock of
               the Registrant under Section 12(g) of the Securities Exchange
               Act of 1934, as amended (the "Exchange Act"), including any
               amendment or report filed for the purposes of updating such
               description.

           In addition, all documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof,
and prior to the filing of a post-effective amendment to this Registration
Statement which indicates that all securities offered have been sold or which
de-registers all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.

ITEM 8.  EXHIBITS.
Exhibit
Number    Description of Exhibit
--------------------------------
4.1        Amended and Restated Certificate of Incorporation of the Registrant
           (incorporated by reference to the Registrant's Report on Form 10-Q
           for the quarter ended June 30, 1997 (File No. 0-20805)).

4.2        Bylaws of the Registrant, as amended (incorporated by reference to
           the Registrant's Registration Statement on Form S-1
           (File No. 333-04106)).

4.3        Specimen common stock certificate (incorporated by reference to the
           Registrant's Registration Statement on Form S-1 (File No.
           333-04106)).

5.1        Form of opinion of Shaw Pittman as to the legality of the securities
           being registered (filed herewith).

23.1       Consent of Shaw Pittman (filed herewith as part of Exhibit 5.1).

23.2       Consent of Ernst & Young LLP (filed herewith).

23.3       Consent of Arthur Andersen, LLP (filed herewith).

23.4       Consent of KPMG LLP (filed herewith).

24.1       Powers of Attorney (included on signature page).
3
4
99.1       Amended and Restated Employee Stock Option Plan of the Registrant
           (incorporated by reference to Exhibit 10.20 to the Registrant's
           Quarterly Report on Form 10-Q for the quarter ended March 31, 1999
           (File No. 0-20805)).
4
5

                                   SIGNATURES

           Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in McLean, Virginia, on this 8th day of October, 1999.

                              APACHE MEDICAL SYSTEMS, INC.
                              (Registrant)

                              /s/ PETER GLADKIN
                              -----------------------
                              Peter Gladkin
                              President and Chief Executive Officer

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Peter Gladkin and Karen C. Miller, each acting
individually, his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
and on the date indicated.
Name                                                    Title                               Date
----                                                    -----                               ----
President and Chief Executive
/s/ Peter Gladkin                                       Officer  (Principal Executive       October 8, 1999
----------------------------------                      Officer)
Peter Gladkin

                                                        Vice President, Finance and
/s/ Karen C. Miller                                     Chief Financial Officer             October 8, 1999
----------------------------------                      (Principal Financial and
Karen C. Miller                                         Accounting Officer)
5
6
/s/ Gerald E. Bisbee, Jr., Ph.D.                        Director                            October 8, 1999
----------------------------------
Gerald E. Bisbee

/s/ Edward J. Connors                                   Director                            October 8, 1999
----------------------------------
Edward J. Connors

/s/ Richard Dessimoz                                    Director                            October 8, 1999
----------------------------------
Richard Dessimoz

/s/ .Thomas W. Hodson                                   Director                            October 8, 1999
----------------------------------
Thomas W. Hodson

/s/ William A. Knaus, M.D.
----------------------------------
William A. Knaus, M.D.                                  Director                            October 8, 1999

/s/ Lawrence S. Lewin
----------------------------------
Lawrence S. Lewin                                       Director                            October 8, 1999
6
7

                                  EXHIBIT INDEX
Exhibit
Number Description of Exhibit
-----------------------------
4.1        Amended and Restated Certificate of Incorporation of the Registrant
           (incorporated by reference to the Registrant's Report on Form 10-Q
           for the quarter ended June 30, 1997 (File No. 0-20805)).

4.2        Bylaws of the Registrant, as amended (incorporated by reference to
           the Registrant's Registration Statement on Form S-1 (File No.
           333-04106)).

4.3        Specimen common stock certificate (incorporated by reference to the
           Registrant's Registration Statement on Form S-1 (File No.
           333-04106)).

5.1        Form of opinion of Shaw Pittman as to the legality of the securities
           being registered (filed herewith).

23.1       Consent of Shaw Pittman (filed herewith as part of Exhibit 5.1).

23.2       Consent of Ernst & Young LLP (filed herewith).

23.3       Consent of Arthur Andersen, LLP (filed herewith).

23.4       Consent of KPMG LLP (filed herewith).

24.1       Powers of Attorney (included on signature page).

99.1       Amended and Restated Employee Stock Option Plan of the Registrant
           (incorporated by reference to Exhibit 10.20 to the Registrant's
           Quarterly Report on Form 10-Q for the quarter ended March 31, 1999
           (File No. 0-20805)).
7