<PAGE>   1

   As filed with the Securities and Exchange Commission on February 17, 1999
                                                            NO. ________________

--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                              --------------------

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

                              --------------------

                                  SPARTA, INC.
             (Exact name of registrant as specified in its charter)

                              --------------------

           DELAWARE                                          63-0775889
(State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                          Identification No.)


                     23041 AVENIDA DE LA CARLOTA, SUITE 325
                         LAGUNA HILLS, CALIFORNIA 92653
                (Address of Principal Executive Office)(Zip Code)

                        SPARTA, INC. PROFIT SHARING PLAN
                            (Full title of the plan)

                                 WAYNE R. WINTON
                     23041 AVENIDA DE LA CARLOTA, SUITE 325
                         LAGUNA HILLS, CALIFORNIA 92653
                     (Name and address of agent for service)

                                 (949) 768-8161
          (Telephone number, including area code, of agent for service)

                              --------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================
                                                                            PROPOSED
                                                      PROPOSED              MAXIMUM 
TITLE OF SECURITIES TO       AMOUNT TO BE         MAXIMUM OFFERING      AGGREGATE OFFERING         AMOUNT OF
   BE REGISTERED(1)           REGISTERED         PRICE PER SHARE(2)         PRICE(2)           REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------
<S>                        <C>                   <C>                    <C>                    <C>
Common Stock, $.01
par value                  1,500,000 shares             $9.71               $14,565,000             $4,049
------------------------------------------------------------------------------------------------------------------
       Total Fee                                                                                    $4,049
==================================================================================================================
</TABLE>

(1) In addition, pursuant to Rule 416(c), this Registration Statement also
    covers an indeterminate amount of interests to be offered or sold
    pursuant to the employee benefit plan described herein.

(2) These figures are estimates made solely for the purpose of calculating the
    registration fee pursuant to Rule 457(h).

================================================================================


<PAGE>   2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

        This Registration Statement is being filed for the purpose of
registering additional securities of the same class as other securities for
which a Registration Statement on Form S-8 (Registration No. 33-45915) relating
to the Registrant's Profit Sharing Plan is effective (the "Prior Registration
Statement"). Pursuant to General Instruction E to Form S-8, the Registrant
hereby incorporates herein the contents of the Prior Registration Statement,
with the exception of Item 4 thereof.

Item 4. Description of Securities

        General

        Holders of shares of Common Stock are entitled to one vote per share on
all matters to be voted on by stockholders and are entitled to cumulate their
votes for the election of directors. Cumulative voting entitles each stockholder
to cast the number of votes that equals the number of shares of Common Stock
held by such stockholder multiplied by the number of directors to be elected.
Under cumulative voting, the stockholder may cast all of such votes for a single
nominee or may distribute them among any two or more nominees as such
stockholder sees fit. Holders of Common Stock are entitled to receive ratably
dividends, out of funds legally available therefor, when and as declared by the
Board of Directors. Holders of Common Stock have no preemptive, redemption,
subscription or conversion rights. All shares of Common Stock presently
outstanding are, and the shares offered hereby upon full payment therefor will
be, fully paid and nonassessable.

        Distributions Upon Liquidation, Dissolution or Winding Up

        In the event of any liquidation, dissolution or winding up of the 
Registrant, prior to the distribution of any amount to the holders of the 
Registrant's Common Stock, the holders of the Registrant's Preferred Stock are 
entitled to receive an amount per share equal to the weighted average price per 
share paid to the Registrant upon the initial issuance of all of the then 
outstanding Preferred Stock (the "Liquidation Preference"). After payment to 
the holders of the Preferred Stock of the Liquidation Preference, prior to any 
further distribution to the holders of the Preferred Stock, the holders of the 
Registrant's Common Stock are entitled to receive, out of any remaining funds 
legally available therefor, if any, an amount per share equal to the 
Liquidation Preference. If, after the distributions referred to in the two 
immediately preceding sentences, there are any funds remaining which are 
legally available for distribution to the Registrant's stockholders, the same 
will be distributed ratably to the holders of the Registrant's Common Stock 
and Preferred Stock.

        Restrictions on the Common Stock

        All shares of the Registrant's Common Stock are subject to certain
restrictions (including restrictions on their transferability and rights of the
Registrant to repurchase the same under certain circumstances) set forth in the
Registrant's Certificate of Incorporation. The following is a summary of those
restrictions.

        Right of Repurchase Upon Termination of Association. In the event of an
employee's or director's termination of association with the Registrant (a
"Terminated Stockholder") for any reason whatsoever, including but not limited
to death, disability, voluntary resignation or involuntary termination, with or
without cause, then (i) all shares of the Registrant's stock which are owned,
beneficially or of record by the Terminated Stockholder, including, without
limitation, any shares held of record by any trustee for the benefit or account
of the Terminated Stockholder under any benefit plan adopted and maintained by
the Registrant, (ii) all shares which the Terminated Stockholder has the right
to acquire subsequent to such termination of association under any employee
benefit plan adopted and maintained by the Registrant or pursuant to any stock
option which was outstanding on the date of the termination of association, and
(iii) all shares of the Registrant's stock previously transferred by the


                                        2

<PAGE>   3

Terminated Stockholder (collectively, "Stock of the Terminated Stockholder"),
are subject to the rights of the Registrant and the remaining stockholders of
the Registrant to repurchase all of such shares.

        The Registrant has the first option to repurchase any shares of the
Stock of the Terminated Stockholder at any time within thirty days following the
date of termination of association. Notwithstanding the foregoing, the
Registrant's right to repurchase any shares of Stock of the Terminated
Stockholder which are acquired by any person subsequent to his or her
termination of association upon the exercise of any stock option held by such
person on the date of the termination of association may be exercised by the
Registrant at any time within thirty days following the exercise of the stock
option.

        In the event that the Registrant does not elect to repurchase all of the
shares of Stock of the Terminated Stockholder, the Board of Directors of the
Registrant may, in its discretion, cause the Registrant to so notify each other
holder of record of the Registrant's then outstanding Common Stock (i) who is
then a director of the Registrant or an employee of the Registrant or any
subsidiary of the Registrant, or (ii) whose termination of association with the
Registrant occurred prior to January 19, 1999 (collectively, the "Remaining
Stockholders"). If such notification is given, each Remaining Stockholder
thereupon has the right to purchase (or, if the Remaining Stockholder is a
participant in the Profit Sharing Plan, to direct the Special Trustee of the
Profit Sharing Plan to purchase for the account of such Remaining Stockholder)
all of the shares of Stock of the Terminated Stockholder which the Registrant
has not elected to repurchase. The Remaining Stockholders' right to purchase is
exercisable at any time within sixty days following the date of termination of
association; provided however, that the Remaining Stockholders' right to
repurchase any shares of Common Stock which are acquired by a Terminated
Stockholder subsequent to his or her termination of association upon the
exercise of any stock option may be exercised by the Remaining Stockholders at
any time within sixty days following the exercise of the stock option. The
option to purchase granted to the Remaining Stockholders may be exercised by
them pro rata, based on the ratio which the number of shares of the Registrant's
Common Stock held by each Remaining Stockholder bears to the total number of
shares of the Common Stock held by all Remaining Stockholders electing to
purchase. If any Remaining Stockholder fails to exercise such option, the
Remaining Stockholders who have elected to purchase have the option for a
further period of ten days to purchase, on a pro rata basis, in one or more
successive allocations on the same principle, the shares of the Common Stock not
so purchased by the declining Remaining Stockholder. The Registrant and/or the
Remaining Stockholders may require a Terminated Stockholder to sell his or her
stock to the Registrant and/or the Remaining Stockholders only if the Registrant
and/or the Remaining Stockholders elect to purchase all of the Stock of the
Terminated Stockholder, unless the Terminated Stockholder agrees to the purchase
by the Registrant and/or the Remaining Stockholders of less than all of such
shares.

        In the event that the Registrant and/or the Remaining Stockholders elect
to exercise their purchase rights described above, the price per share of Common
Stock is the price per share as of the date of the termination of association
giving rise to such purchase and sale determined using the formula which has
been adopted by the Registrant's Board of Directors for the purpose of valuing
the Registrant's Common Stock (the "Formula Price"). Notwithstanding the
foregoing, however, if the Terminated Stockholder shall have theretofore taken a
leave of absence in excess of ninety days and shall not have completed one full
year of service with the Registrant subsequent to the end of such leave of
absence, the price per share is the lesser of (i) the Formula Price of the
Registrant's Common


                                        3

<PAGE>   4

Stock as of the date of the termination of association, or (ii) the Formula
Price of the Registrant's Common Stock as of the date of commencement of such
leave of absence.

        The purchase price for shares of Common Stock repurchased by the
Registrant or the Remaining Stockholders from a Terminated Stockholder upon
exercise of the option to do so which is described above is generally paid in
cash and/or cancellation of indebtedness owed to the Registrant by the
Terminated Stockholder, unless the Terminated Stockholder agrees to accept the
Registrant's interest bearing, non-negotiable promissory note in lieu of cash
for all or a portion of the purchase price. However, with respect to shares of
Common Stock (i) of a Terminated Stockholder who was, immediately prior to the
termination of association of the Terminated Stockholder, an officer or director
of the Registrant, or (ii) which were not originally issued by the Registrant
pursuant to the Registrant's 1997 Stock Plan, the Registrant's 1987 Nonqualified
Stock Option Plan or the Registrant's Profit Sharing Plan, if payment for the
same in cash would cause the Registrant to violate any applicable laws governing
the right of the Registrant to purchase its own shares or to violate the
Repurchase Limitation (as defined below), the Registrant may pay cash for those
of such shares which it can purchase for cash without violating such
restrictions, and deliver a non-negotiable promissory note for the remaining
shares (unless the delivery of such note would itself cause the repurchase to
violate applicable law). Subject to the provisions of any agreement establishing
the terms of any such promissory note entered into between the payee thereof and
the Registrant, each such promissory note has such term, not exceeding seven
years, as the Registrant's Board of Directors determines.

        Under the Registrant's Certificate of Incorporation, the Registrant may
not repurchase shares of its stock if and to the extent that such repurchases
would exceed a limitation established from time to time by the Registrant's
Board of Directors (the "Repurchase Limitation"), which is intended to ensure
that repurchases by the Registrant of its stock do not have a material adverse
effect on the Registrant's financial condition.

        Restrictions on Transferability. No holder of shares of Common Stock may
sell, pledge, or in any way dispose of any such shares, or any interest therein,
whether voluntarily or by operation of law, except (i) transfers to such
holder's account in the Profit Sharing Plan, or (ii) transfers to the
Registrant, or (iii) transfers to Remaining Stockholders (or to the accounts of
the Remaining Stockholders in the Profit Sharing Plan) pursuant to their
repurchase rights described above, or (iv) hypothecation to any lender which has
been specifically designated by the Registrant's Board of Directors, provided
that the loan program to which such hypothecation relates has been specifically
approved by the Registrant's Board of Directors and includes the right of the
Registrant to repurchase such shares in the event of default under the loan to
which the hypothecation relates, or (v) transfers to a trust for the benefit of
the holder and/or the holder's spouse and/or issue. Any shares so transferred in
trust remain subject to all of the provisions and restrictions of the
Certificate of Incorporation, including the restrictions on further transfer and
the rights of the Registrant and/or Remaining Stockholders to purchase such
shares upon the termination of association of the transferring holder. Further,
as a condition to agreeing to such a transfer, the Registrant may require that
the trustee execute and deliver to the Registrant a written agreement
acknowledging those restrictions.

        In the event that any stockholder of the Registrant desires to sell or
otherwise transfer all or any portion of the same other than as described in the
immediately preceding paragraph, he or she may do so provided that he or she
first shall have offered such shares (the "Offered Shares") to the


                                        4

<PAGE>   5

Registrant as described below. At least thirty days prior to any proposed sale
or other transfer, the holder of the Offered Shares must give written notice
(the "Notice") of the proposed transfer to the Registrant. The Notice must set
forth the name of the proposed transferee, the number of shares to be
transferred, the price per share, and all other terms and conditions of the
proposed transfer, and must state that the same constitutes a bona fide, good
faith transaction. The Notice constitutes the grant of an option to the
Registrant to purchase the Offered Shares. The Registrant thereupon, for a
period of thirty days following receipt of the Notice, has the right to purchase
all, but not less than all, of the Offered Shares for a price equal to the price
specified in the Notice. The terms of payment are, at the Registrant's election,
(A) cash, or (B) as provided in the Notice (with the Registrant paying the
equivalent value of any non-cash consideration as mutually agreed upon by the
Registrant and the holder of the Offered Shares).

        In the event that the Registrant does not elect to purchase all of the
Offered Shares within thirty days after its receipt of the Notice, the holder of
the Offered Shares may transfer the Offered Shares within thirty days to the
person, at the price, and on the terms specified in the Notice. If the Offered
Shares have not been transferred within such thirty day period, the Offered
Shares again become subject to all of the restrictions on transfer and rights of
first refusal described above. Any of the Offered Shares which have been
transferred by an employee of the Registrant or any subsidiary of the Registrant
or by a director of the Registrant shall, in the hands of the transferee and any
successive transferee, be and remain subject to all of the provisions and
restrictions contained in the Registrant's Certificate of Incorporation,
including but not limited to the Registrant's and Remaining Stockholders' rights
to repurchase such shares upon the termination of association of the employee or
director with the Registrant.

        Termination of Transfer Restrictions and Repurchase Rights. The
foregoing transfer restrictions and repurchase rights of the Registrant will
automatically terminate upon the earlier to occur of either of the following:

            (i) the closing of the first underwritten public offering of any
class of the Registrant's equity securities pursuant to an effective
registration statement under the Securities Act of 1933, as amended; or

            (ii) the listing by the Registrant of any class of its equity
securities for trading on the National Association of Securities Dealers
Automated Quotation System or on any securities exchange.

Item 8.  Exhibits

       Exhibit
       Number                       Description
       -------                      -----------
         4.1               Certificate of Incorporation, as amended to date


                                        5

<PAGE>   6

       Exhibit
       Number                       Description
       -------                      -----------

         5                 Opinion of Higham, McConnell & Dunning

        23.1               Consent of Higham, McConnell & Dunning
                           (included in Exhibit 5)

        23.2               Consent of Warnick Maestas & Hick

        23.3               Consent of PricewaterhouseCoopers LLP

        24                 Power of attorney (included in the Signature Page)




                                        6

<PAGE>   7

                                   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 the City of Laguna Hills, State of California on February 1,
1999.

                                           SPARTA, INC.



                                           By: /s/ WAYNE R. WINTON
                                               --------------------------------
                                               Wayne R. Winton, Chairman of the
                                               Board and Chief Executive Officer


                                POWER OF ATTORNEY

        The undersigned directors and officers of SPARTA, Inc. do hereby
constitute and appoint Wayne R. Winton and Jerry R. Fabian, and each of them,
our true and lawful attorneys and agents, to do any and all acts and things in
our name and behalf in our capacities as directors and officers and to execute
any and all instruments for us and in our names in the capacities indicated
below, which said attorneys and agents, or either of them, may deem necessary or
advisable to enable said corporation to comply with the Securities Act of 1933,
as amended, and any rules, regulations and requirements of the Securities and
Exchange Commission, in connection with this Registration Statement, including
specifically, but without limitation, power and authority to sign for us or any
of us in our names and in the capacities indicated below, any and all amendments
(including post-effective amendments) hereto; and we do hereby ratify and
confirm all that said attorneys and agents, or either of them, shall 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 and on the dates indicated.

<TABLE>
<CAPTION>

        Name                                    Position                            Date
        ----                                    --------                            ----
<S>                                  <C>                                       <C>

/s/ WAYNE R. WINTON                  Chairman of the Board, Chief              February 1, 1999
--------------------------------     Executive Officer and Director
    Wayne R. Winton



/s/ ROBERT C. SEPUCHA                Director                                  February 2, 1999
--------------------------------
    Robert C. Sepucha
</TABLE>


                                        7

<PAGE>   8

<TABLE>
<CAPTION>

        Name                                    Position                            Date
        ----                                    --------                            ----
<S>                                  <C>                                       <C>
/s/ R. STEVE MCCARTER                         Director                         February 2, 1999
-------------------------------------
R. Steve McCarter



/s/ CARL T. CASE                              Director                         February 2, 1999
-------------------------------------
Carl T. Case



/s/ JOHN L. ALLEN                             Director                         January 30, 1999
-------------------------------------
John L. Allen



/s/ ROBERT L. JOHNSON                         Director                         February 2, 1999
-------------------------------------
Robert L. Johnson



                                              Director                                   , 1999
-------------------------------------
Rock N. Hankin



/s/ JOHN L. PIOTROWSKI                        Director                         February 2, 1999
-------------------------------------
John L. Piotrowski



/s/ CLARKE E. REYNOLDS                        Director                         February 1, 1999
-------------------------------------
Clarke E. Reynolds



/s/ ROBERT BUCHANAN                           Director                         February 2, 1999
-------------------------------------
Robert Buchanan



/s/ B. WARREN KNUDSON                         Chief Financial Officer          February 2, 1999
--------------------------------------        (Principal Accounting Officer)
B. Warren Knudson
</TABLE>


                                        8

<PAGE>   9

        Pursuant to the requirements of the Securities Act of 1933, as amended,
the Special Trustee of the SPARTA, Inc. Profit Sharing Plan has duly caused this
Registration Statement to be signed on behalf of the SPARTA, Inc. Profit Sharing
Plan by the undersigned, thereunto duly authorized, in the City of Laguna Hills,
State of California, on the 1ST day of February, 1999.

                                        SPARTA, INC. PROFIT SHARING PLAN



                                        By: /s/ MARY FRANCES WINTON
                                            ------------------------------------
                                            Mary Frances Winton, Special Trustee




                                        9

<PAGE>   10
                                 EXHIBIT INDEX


       Exhibit
       Number                       Description
       -------                      -----------
         4.1               Certificate of Incorporation, as amended to date

         5                 Opinion of Higham, McConnell & Dunning

        23.1               Consent of Higham, McConnell & Dunning
                           (included in Exhibit 5)

        23.2               Consent of Warnick Maestas & Hick

        23.3               Consent of PricewaterhouseCoopers LLP

        24                 Power of attorney (included in the Signature Page)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 25528}]
{"company-data": {"conformed-name": "SPARTA INC /DE", "cik": "0000875623", "assigned-sic": "8731", "irs-number": "630775889", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72541", "film-number": "99544870"}, "business-address": {"street1": "23041 AVENIDA DE LA CARLOTA STE 325", "city": "LAGUNA HILLS", "state": "CA", "zip": "92653-1595", "phone": "7147688161"}, "mail-address": {"street1": "23041 AVENIDA DE LA CARLOTA STE 325", "street2": "23041 AVENIDA DE LA CARLOTA STE 325", "city": "LAGUNA HILLS", "state": "CA", "zip": "92653"}}
1

   As filed with the Securities and Exchange Commission on February 17, 1999
                                                            NO. ________________

--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                              --------------------

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

                              --------------------

                                  SPARTA, INC.
             (Exact name of registrant as specified in its charter)

                              --------------------

           DELAWARE                                          63-0775889
(State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                          Identification No.)

                     23041 AVENIDA DE LA CARLOTA, SUITE 325
                         LAGUNA HILLS, CALIFORNIA 92653
                (Address of Principal Executive Office)(Zip Code)

                        SPARTA, INC. PROFIT SHARING PLAN
                            (Full title of the plan)

                                 WAYNE R. WINTON
                     23041 AVENIDA DE LA CARLOTA, SUITE 325
                         LAGUNA HILLS, CALIFORNIA 92653
                     (Name and address of agent for service)

                                 (949) 768-8161
          (Telephone number, including area code, of agent for service)

                              --------------------

                         CALCULATION OF REGISTRATION FEE
==================================================================================================================
                                                                            PROPOSED
                                                      PROPOSED              MAXIMUM 
TITLE OF SECURITIES TO       AMOUNT TO BE         MAXIMUM OFFERING      AGGREGATE OFFERING         AMOUNT OF
   BE REGISTERED(1)           REGISTERED         PRICE PER SHARE(2)         PRICE(2)           REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------
Common Stock, $.01
par value                  1,500,000 shares             $9.71               $14,565,000             $4,049
------------------------------------------------------------------------------------------------------------------
       Total Fee                                                                                    $4,049
==================================================================================================================
(1) In addition, pursuant to Rule 416(c), this Registration Statement also
    covers an indeterminate amount of interests to be offered or sold
    pursuant to the employee benefit plan described herein.

(2) These figures are estimates made solely for the purpose of calculating the
    registration fee pursuant to Rule 457(h).

================================================================================
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

        This Registration Statement is being filed for the purpose of
registering additional securities of the same class as other securities for
which a Registration Statement on Form S-8 (Registration No. 33-45915) relating
to the Registrant's Profit Sharing Plan is effective (the "Prior Registration
Statement"). Pursuant to General Instruction E to Form S-8, the Registrant
hereby incorporates herein the contents of the Prior Registration Statement,
with the exception of Item 4 thereof.

Item 4. Description of Securities

        General

        Holders of shares of Common Stock are entitled to one vote per share on
all matters to be voted on by stockholders and are entitled to cumulate their
votes for the election of directors. Cumulative voting entitles each stockholder
to cast the number of votes that equals the number of shares of Common Stock
held by such stockholder multiplied by the number of directors to be elected.
Under cumulative voting, the stockholder may cast all of such votes for a single
nominee or may distribute them among any two or more nominees as such
stockholder sees fit. Holders of Common Stock are entitled to receive ratably
dividends, out of funds legally available therefor, when and as declared by the
Board of Directors. Holders of Common Stock have no preemptive, redemption,
subscription or conversion rights. All shares of Common Stock presently
outstanding are, and the shares offered hereby upon full payment therefor will
be, fully paid and nonassessable.

        Distributions Upon Liquidation, Dissolution or Winding Up

        In the event of any liquidation, dissolution or winding up of the 
Registrant, prior to the distribution of any amount to the holders of the 
Registrant's Common Stock, the holders of the Registrant's Preferred Stock are 
entitled to receive an amount per share equal to the weighted average price per 
share paid to the Registrant upon the initial issuance of all of the then 
outstanding Preferred Stock (the "Liquidation Preference"). After payment to 
the holders of the Preferred Stock of the Liquidation Preference, prior to any 
further distribution to the holders of the Preferred Stock, the holders of the 
Registrant's Common Stock are entitled to receive, out of any remaining funds 
legally available therefor, if any, an amount per share equal to the 
Liquidation Preference. If, after the distributions referred to in the two 
immediately preceding sentences, there are any funds remaining which are 
legally available for distribution to the Registrant's stockholders, the same 
will be distributed ratably to the holders of the Registrant's Common Stock 
and Preferred Stock.

        Restrictions on the Common Stock

        All shares of the Registrant's Common Stock are subject to certain
restrictions (including restrictions on their transferability and rights of the
Registrant to repurchase the same under certain circumstances) set forth in the
Registrant's Certificate of Incorporation. The following is a summary of those
restrictions.

        Right of Repurchase Upon Termination of Association. In the event of an
employee's or director's termination of association with the Registrant (a
"Terminated Stockholder") for any reason whatsoever, including but not limited
to death, disability, voluntary resignation or involuntary termination, with or
without cause, then (i) all shares of the Registrant's stock which are owned,
beneficially or of record by the Terminated Stockholder, including, without
limitation, any shares held of record by any trustee for the benefit or account
of the Terminated Stockholder under any benefit plan adopted and maintained by
the Registrant, (ii) all shares which the Terminated Stockholder has the right
to acquire subsequent to such termination of association under any employee
benefit plan adopted and maintained by the Registrant or pursuant to any stock
option which was outstanding on the date of the termination of association, and
(iii) all shares of the Registrant's stock previously transferred by the

                                        2
3

Terminated Stockholder (collectively, "Stock of the Terminated Stockholder"),
are subject to the rights of the Registrant and the remaining stockholders of
the Registrant to repurchase all of such shares.

        The Registrant has the first option to repurchase any shares of the
Stock of the Terminated Stockholder at any time within thirty days following the
date of termination of association. Notwithstanding the foregoing, the
Registrant's right to repurchase any shares of Stock of the Terminated
Stockholder which are acquired by any person subsequent to his or her
termination of association upon the exercise of any stock option held by such
person on the date of the termination of association may be exercised by the
Registrant at any time within thirty days following the exercise of the stock
option.

        In the event that the Registrant does not elect to repurchase all of the
shares of Stock of the Terminated Stockholder, the Board of Directors of the
Registrant may, in its discretion, cause the Registrant to so notify each other
holder of record of the Registrant's then outstanding Common Stock (i) who is
then a director of the Registrant or an employee of the Registrant or any
subsidiary of the Registrant, or (ii) whose termination of association with the
Registrant occurred prior to January 19, 1999 (collectively, the "Remaining
Stockholders"). If such notification is given, each Remaining Stockholder
thereupon has the right to purchase (or, if the Remaining Stockholder is a
participant in the Profit Sharing Plan, to direct the Special Trustee of the
Profit Sharing Plan to purchase for the account of such Remaining Stockholder)
all of the shares of Stock of the Terminated Stockholder which the Registrant
has not elected to repurchase. The Remaining Stockholders' right to purchase is
exercisable at any time within sixty days following the date of termination of
association; provided however, that the Remaining Stockholders' right to
repurchase any shares of Common Stock which are acquired by a Terminated
Stockholder subsequent to his or her termination of association upon the
exercise of any stock option may be exercised by the Remaining Stockholders at
any time within sixty days following the exercise of the stock option. The
option to purchase granted to the Remaining Stockholders may be exercised by
them pro rata, based on the ratio which the number of shares of the Registrant's
Common Stock held by each Remaining Stockholder bears to the total number of
shares of the Common Stock held by all Remaining Stockholders electing to
purchase. If any Remaining Stockholder fails to exercise such option, the
Remaining Stockholders who have elected to purchase have the option for a
further period of ten days to purchase, on a pro rata basis, in one or more
successive allocations on the same principle, the shares of the Common Stock not
so purchased by the declining Remaining Stockholder. The Registrant and/or the
Remaining Stockholders may require a Terminated Stockholder to sell his or her
stock to the Registrant and/or the Remaining Stockholders only if the Registrant
and/or the Remaining Stockholders elect to purchase all of the Stock of the
Terminated Stockholder, unless the Terminated Stockholder agrees to the purchase
by the Registrant and/or the Remaining Stockholders of less than all of such
shares.

        In the event that the Registrant and/or the Remaining Stockholders elect
to exercise their purchase rights described above, the price per share of Common
Stock is the price per share as of the date of the termination of association
giving rise to such purchase and sale determined using the formula which has
been adopted by the Registrant's Board of Directors for the purpose of valuing
the Registrant's Common Stock (the "Formula Price"). Notwithstanding the
foregoing, however, if the Terminated Stockholder shall have theretofore taken a
leave of absence in excess of ninety days and shall not have completed one full
year of service with the Registrant subsequent to the end of such leave of
absence, the price per share is the lesser of (i) the Formula Price of the
Registrant's Common

                                        3
4

Stock as of the date of the termination of association, or (ii) the Formula
Price of the Registrant's Common Stock as of the date of commencement of such
leave of absence.

        The purchase price for shares of Common Stock repurchased by the
Registrant or the Remaining Stockholders from a Terminated Stockholder upon
exercise of the option to do so which is described above is generally paid in
cash and/or cancellation of indebtedness owed to the Registrant by the
Terminated Stockholder, unless the Terminated Stockholder agrees to accept the
Registrant's interest bearing, non-negotiable promissory note in lieu of cash
for all or a portion of the purchase price. However, with respect to shares of
Common Stock (i) of a Terminated Stockholder who was, immediately prior to the
termination of association of the Terminated Stockholder, an officer or director
of the Registrant, or (ii) which were not originally issued by the Registrant
pursuant to the Registrant's 1997 Stock Plan, the Registrant's 1987 Nonqualified
Stock Option Plan or the Registrant's Profit Sharing Plan, if payment for the
same in cash would cause the Registrant to violate any applicable laws governing
the right of the Registrant to purchase its own shares or to violate the
Repurchase Limitation (as defined below), the Registrant may pay cash for those
of such shares which it can purchase for cash without violating such
restrictions, and deliver a non-negotiable promissory note for the remaining
shares (unless the delivery of such note would itself cause the repurchase to
violate applicable law). Subject to the provisions of any agreement establishing
the terms of any such promissory note entered into between the payee thereof and
the Registrant, each such promissory note has such term, not exceeding seven
years, as the Registrant's Board of Directors determines.

        Under the Registrant's Certificate of Incorporation, the Registrant may
not repurchase shares of its stock if and to the extent that such repurchases
would exceed a limitation established from time to time by the Registrant's
Board of Directors (the "Repurchase Limitation"), which is intended to ensure
that repurchases by the Registrant of its stock do not have a material adverse
effect on the Registrant's financial condition.

        Restrictions on Transferability. No holder of shares of Common Stock may
sell, pledge, or in any way dispose of any such shares, or any interest therein,
whether voluntarily or by operation of law, except (i) transfers to such
holder's account in the Profit Sharing Plan, or (ii) transfers to the
Registrant, or (iii) transfers to Remaining Stockholders (or to the accounts of
the Remaining Stockholders in the Profit Sharing Plan) pursuant to their
repurchase rights described above, or (iv) hypothecation to any lender which has
been specifically designated by the Registrant's Board of Directors, provided
that the loan program to which such hypothecation relates has been specifically
approved by the Registrant's Board of Directors and includes the right of the
Registrant to repurchase such shares in the event of default under the loan to
which the hypothecation relates, or (v) transfers to a trust for the benefit of
the holder and/or the holder's spouse and/or issue. Any shares so transferred in
trust remain subject to all of the provisions and restrictions of the
Certificate of Incorporation, including the restrictions on further transfer and
the rights of the Registrant and/or Remaining Stockholders to purchase such
shares upon the termination of association of the transferring holder. Further,
as a condition to agreeing to such a transfer, the Registrant may require that
the trustee execute and deliver to the Registrant a written agreement
acknowledging those restrictions.

        In the event that any stockholder of the Registrant desires to sell or
otherwise transfer all or any portion of the same other than as described in the
immediately preceding paragraph, he or she may do so provided that he or she
first shall have offered such shares (the "Offered Shares") to the

                                        4
5

Registrant as described below. At least thirty days prior to any proposed sale
or other transfer, the holder of the Offered Shares must give written notice
(the "Notice") of the proposed transfer to the Registrant. The Notice must set
forth the name of the proposed transferee, the number of shares to be
transferred, the price per share, and all other terms and conditions of the
proposed transfer, and must state that the same constitutes a bona fide, good
faith transaction. The Notice constitutes the grant of an option to the
Registrant to purchase the Offered Shares. The Registrant thereupon, for a
period of thirty days following receipt of the Notice, has the right to purchase
all, but not less than all, of the Offered Shares for a price equal to the price
specified in the Notice. The terms of payment are, at the Registrant's election,
(A) cash, or (B) as provided in the Notice (with the Registrant paying the
equivalent value of any non-cash consideration as mutually agreed upon by the
Registrant and the holder of the Offered Shares).

        In the event that the Registrant does not elect to purchase all of the
Offered Shares within thirty days after its receipt of the Notice, the holder of
the Offered Shares may transfer the Offered Shares within thirty days to the
person, at the price, and on the terms specified in the Notice. If the Offered
Shares have not been transferred within such thirty day period, the Offered
Shares again become subject to all of the restrictions on transfer and rights of
first refusal described above. Any of the Offered Shares which have been
transferred by an employee of the Registrant or any subsidiary of the Registrant
or by a director of the Registrant shall, in the hands of the transferee and any
successive transferee, be and remain subject to all of the provisions and
restrictions contained in the Registrant's Certificate of Incorporation,
including but not limited to the Registrant's and Remaining Stockholders' rights
to repurchase such shares upon the termination of association of the employee or
director with the Registrant.

        Termination of Transfer Restrictions and Repurchase Rights. The
foregoing transfer restrictions and repurchase rights of the Registrant will
automatically terminate upon the earlier to occur of either of the following:

            (i) the closing of the first underwritten public offering of any
class of the Registrant's equity securities pursuant to an effective
registration statement under the Securities Act of 1933, as amended; or

            (ii) the listing by the Registrant of any class of its equity
securities for trading on the National Association of Securities Dealers
Automated Quotation System or on any securities exchange.

Item 8.  Exhibits

       Exhibit
       Number                       Description
       -------                      -----------
         4.1               Certificate of Incorporation, as amended to date

                                        5
6

       Exhibit
       Number                       Description
       -------                      -----------

         5                 Opinion of Higham, McConnell & Dunning

        23.1               Consent of Higham, McConnell & Dunning
                           (included in Exhibit 5)

        23.2               Consent of Warnick Maestas & Hick

        23.3               Consent of PricewaterhouseCoopers LLP

        24                 Power of attorney (included in the Signature Page)

                                        6
7

                                   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 the City of Laguna Hills, State of California on February 1,
1999.

                                           SPARTA, INC.

                                           By: /s/ WAYNE R. WINTON
                                               --------------------------------
                                               Wayne R. Winton, Chairman of the
                                               Board and Chief Executive Officer

                                POWER OF ATTORNEY

        The undersigned directors and officers of SPARTA, Inc. do hereby
constitute and appoint Wayne R. Winton and Jerry R. Fabian, and each of them,
our true and lawful attorneys and agents, to do any and all acts and things in
our name and behalf in our capacities as directors and officers and to execute
any and all instruments for us and in our names in the capacities indicated
below, which said attorneys and agents, or either of them, may deem necessary or
advisable to enable said corporation to comply with the Securities Act of 1933,
as amended, and any rules, regulations and requirements of the Securities and
Exchange Commission, in connection with this Registration Statement, including
specifically, but without limitation, power and authority to sign for us or any
of us in our names and in the capacities indicated below, any and all amendments
(including post-effective amendments) hereto; and we do hereby ratify and
confirm all that said attorneys and agents, or either of them, shall 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 and on the dates indicated.
Name                                    Position                            Date
        ----                                    --------                            ----
/s/ WAYNE R. WINTON                  Chairman of the Board, Chief              February 1, 1999
--------------------------------     Executive Officer and Director
    Wayne R. Winton

/s/ ROBERT C. SEPUCHA                Director                                  February 2, 1999
--------------------------------
    Robert C. Sepucha
7
8
Name                                    Position                            Date
        ----                                    --------                            ----
/s/ R. STEVE MCCARTER                         Director                         February 2, 1999
-------------------------------------
R. Steve McCarter

/s/ CARL T. CASE                              Director                         February 2, 1999
-------------------------------------
Carl T. Case

/s/ JOHN L. ALLEN                             Director                         January 30, 1999
-------------------------------------
John L. Allen

/s/ ROBERT L. JOHNSON                         Director                         February 2, 1999
-------------------------------------
Robert L. Johnson

                                              Director                                   , 1999
-------------------------------------
Rock N. Hankin

/s/ JOHN L. PIOTROWSKI                        Director                         February 2, 1999
-------------------------------------
John L. Piotrowski

/s/ CLARKE E. REYNOLDS                        Director                         February 1, 1999
-------------------------------------
Clarke E. Reynolds

/s/ ROBERT BUCHANAN                           Director                         February 2, 1999
-------------------------------------
Robert Buchanan

/s/ B. WARREN KNUDSON                         Chief Financial Officer          February 2, 1999
--------------------------------------        (Principal Accounting Officer)
B. Warren Knudson
8
9

        Pursuant to the requirements of the Securities Act of 1933, as amended,
the Special Trustee of the SPARTA, Inc. Profit Sharing Plan has duly caused this
Registration Statement to be signed on behalf of the SPARTA, Inc. Profit Sharing
Plan by the undersigned, thereunto duly authorized, in the City of Laguna Hills,
State of California, on the 1ST day of February, 1999.

                                        SPARTA, INC. PROFIT SHARING PLAN

                                        By: /s/ MARY FRANCES WINTON
                                            ------------------------------------
                                            Mary Frances Winton, Special Trustee

                                        9
10
                                 EXHIBIT INDEX

       Exhibit
       Number                       Description
       -------                      -----------
         4.1               Certificate of Incorporation, as amended to date

         5                 Opinion of Higham, McConnell & Dunning

        23.1               Consent of Higham, McConnell & Dunning
                           (included in Exhibit 5)

        23.2               Consent of Warnick Maestas & Hick

        23.3               Consent of PricewaterhouseCoopers LLP

        24                 Power of attorney (included in the Signature Page)