<PAGE>   1
    As filed with the Securities and Exchange Commission on December 3, 1997

                                                     Registration No. __________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8


                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933


                             OPTIMUMCARE CORPORATION
             (Exact name of registrant as specified in its charter)


              Delaware                                   33-0218003
-----------------------------------          -----------------------------------
  (State or other jurisdiction of                     (I.R.S. Employer
   incorporation or organization)                    Identification No.)


        30011 Ivy Glenn Drive, Suite 219, Laguna Niguel, California 92677
        -----------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                   OPTIMUMCARE CORPORATION 401(k) SAVINGS PLAN
                   -------------------------------------------
                            (Full title of the plan)

                                Edward A. Johnson
                         3001 Ivy Glenn Drive, Suite 219
                         Laguna Niguel, California 92677
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (714) 495-1100
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)


<TABLE>
<CAPTION>
                                CALCULATION OF REGISTRATION FEE
=====================================================================================================
                                       Proposed
                                       maximum            Proposed maximum
Title of securities  Amount to be      offering prices    aggregate offering     Amount of
to be registered     registered(1)     per share(2)       price                  registration fee
-----------------------------------------------------------------------------------------------------
<S>                  <C>               <C>                <C>                    <C>   
Common Stock,        100,000 shs.      $1.25              $125,000.00            $37.88
$.001 par value
=====================================================================================================
</TABLE>

(1)  In addition, pursuant to Rule 416(c) of the Securities Act of 1933, this
     registration statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described herein.

(2)  Based upon the average of the bid and asked prices as of December 1, 1997
     for purposes of computing the registration fee on 100,000 shares not yet
     granted in accordance with Rules 457(h) and 457(c).


<PAGE>   2
                              CROSS-REFERENCE SHEET
                             REQUIRED BY RULE 404(c)


<TABLE>
<CAPTION>
Part I.        Information Required in the Section 10(a) Prospectus.

Item No.                                                      Caption in Prospectus
--------                                                      ---------------------
<S>                                                         <C>
1.    Plan Information....................................  Information about the OptimumCare Corporation
                                                            401(k) Savings Plan; Summary of the Plan;
                                                            Federal Income Tax Consequences; Restrictions on
                                                            Resale

2.    Registrant Information and Employee Plan
      Annual Information..................................  Available Information; Incorporation of Certain
                                                            Documents by Reference; The Company
</TABLE>






                                        2

<PAGE>   3
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Company incorporates by reference into this Registration Statement:

        1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;

        2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1997, June 30, 1997 and September 30, 1997; and

        3. The description of the Company's Common Stock, $.001 par value,
contained in the Company's Registration Statement on Form S-18 filed under the
Securities Act of 1933, as amended, Registration No. 33-16313-LA, including any
amendments or reports filed for the purpose of updating such description.

        All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all of the securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.

        Any statement contained in a document incorporated by reference herein
as set forth above shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.

Item 4. Description of Securities.

        Inapplicable.

Item 5. Interests of Named Experts and Counsel.

        Inapplicable.

Item 6. Indemnification of Directors and Officers.

DELAWARE STATUTES

        Section 145 of the Delaware General Corporation Law, as amended,
provides for the indemnification of the Company's officers, directors, employees
and agents under certain circumstances as follows:




                                        3

<PAGE>   4

        (a) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

        (b) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

        (c) To the extent that a director, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections (a) and (b) of this section, or in defense
of any claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

        (d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (a) and (b) of this
section. Such determination shall be made (1) by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even
if obtainable a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (3) by the stockholders.

        (e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the corporation as authorized in this section. Such expenses (including
attorneys' fees) incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the board of directors deems appropriate.




                                        4

<PAGE>   5

        (f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.

        (g) A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under this section.

        (h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under this section with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.

        (i) For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.

        (j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

ARTICLES OF INCORPORATION

        Article VII of the Company's Certificate of Incorporation provides for
the indemnification of the Company's directors under certain circumstances as
follows:

        To the fullest extent permitted by the Delaware General Corporation Law
        as the same exists or may hereafter be amended, a director of this
        corporation shall not be liable to the corporation or its stockholders
        for monetary damages for breach of fiduciary duty as a director.




                                        5

<PAGE>   6

BYLAWS

        The Company's Bylaws provide for the indemnification of the Company's
directors, officers, employees, or agents under certain circumstances as
follows:

        7.1 Authorization For Indemnification. The Corporation shall indemnify,
in the manner and to the full extent permitted by law, any person (or the
estate, heirs, executors, or administrators of any person) who was or is a party
to, or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation), by
reason of the fact that such person is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and with respect to any criminal action or
proceeding, that he had reasonable cause to believe that his conduct was
unlawful.

        7.2 Advance of Expenses. Costs and expenses (including attorneys' fees)
incurred by or on behalf of a director or officer in defending or investigating
any action, suit, proceeding or investigation may be paid by the Corporation in
advance of the final disposition of such matter, if such director or officer
shall undertake in writing to repay any such advances in the event that it is
ultimately determined that he is not entitled to indemnification. Such expenses
incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the Board deems appropriate. Notwithstanding the
foregoing, no advance shall be made by the Corporation if a determination is
reasonably and promptly made by the Board by a majority vote of a quorum of
disinterested directors, or (if such a quorum is not obtainable or, even if
obtainable, a quorum of disinterested directors so directs) by independent legal
counsel in a written opinion, or by the stockholders, that, based upon the facts
known to the Board or counsel at the time such determination is made, (a) the
director, officer, employee or agent acted in bad faith or deliberately breached
his duty to the Corporation or its stockholders, and (b) as a result of such
actions by the director, officer, employee or agent, it is more likely than not
that it will ultimately be determined that such director, officer, employee or
agent is not entitled to indemnification.

        7.3 Insurance. The Corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise or as a member of any committee or similar
body against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability under the
provisions of this Article or applicable law.

        7.4 Non-exclusivity. The right of indemnity and advancement of expenses
provided herein shall not be deemed exclusive of any other rights to which any
person seeking indemnification or advancement of expenses from the Corporation
may be entitled under any agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office. Any agreement for
indemnification of or advancement of expenses to any director, officer, employee
or other person may provide rights of indemnification or advancement of expenses
which are broader or otherwise different from those set forth herein.




                                        6

<PAGE>   7

Item 7. Exemption from Registration Claimed.

        Inapplicable.

Item 8. Exhibits.

<TABLE>
<CAPTION>
Exhibit Number                      Description
--------------                      -----------
<S>            <C>       
 4.1           Specimen of Common Stock Certificate.  (Incorporated by reference to Exhibit 4.1 to the
               Company's Registration Statement on Form S-18, File No. 33-16313-LA.)

 4.2           Restated Certificate of Incorporation. (Incorporated by reference
               to the Company's Annual Report on Form 10-K for the year ended
               December 31, 1989.)

 4.3           Bylaws of the Company.  (Incorporated by reference to the Company's Registration
               Statement on Form S-18, File No. 33-16313-LA.)

 5.1           Opinion of Bruck & Perry re: legality of shares.

23.1           Consent of Bruck & Perry.

23.2           Consent of Ernst & Young LLP.

99             OptimumCare Corporation 401(k) Savings Plan.
</TABLE>


Item 9.  Undertakings.

        A. The undersigned registrant hereby undertakes to file during any
period in which offers or sales of the securities are being made, a
post-effective amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed or
any material change to such information set forth in the Registration Statement.

        B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

        C. The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.

        D. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than




                                        7

<PAGE>   8

the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.











                                        8

<PAGE>   9
                                   SIGNATURES


The Registrant

        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 Niguel, State of California, on November 12,
1997.

                                       OPTIMUMCARE CORPORATION,
                                       a Delaware corporation


                                       By:        /s/ EDWARD A. JOHNSON
                                           -------------------------------------
                                           Edward A. Johnson, President


        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 date indicated.


<TABLE>
<CAPTION>
         Signature                              Title                                    Date
         ---------                              -----                                    ----
<S>                              <C>                                              <C> 

   /s/ EDWARD A. JOHNSON
-----------------------------    President, Chief Executive Officer, Principal    November 12, 1997
EDWARD A. JOHNSON                Financial Officer* and Director


   /s/ MICHAEL S. CALLISON
-----------------------------    Director                                         November 3, 1997
MICHAEL S. CALLISON


   /s/ GARY L. DREHER
-----------------------------    Director                                         November 3, 1997
GARY L. DREHER


   /s/ JON E. JENETT
-----------------------------    Director                                         November 4, 1997
JON E. JENETT
</TABLE>


* The Principal Financial Officer is also the Principal Accounting Officer.


The Plan

        Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the employee benefit plan) have duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Laguna Niguel, State of California, on
November 12, 1997.

                                OPTIMUMCARE CORPORATION 401(k) SAVINGS PLAN

                                By:  OptimumCare Corporation, Plan Administrator



                                      By:      /s/ EDWARD A. JOHNSON
                                          --------------------------------------
                                          Edward A. Johnson, President





                                        9

<PAGE>   10

                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit Number                      Description
--------------                      -----------
<S>            <C>       
 4.1           Specimen of Common Stock Certificate.  (Incorporated by reference to Exhibit 4.1 to the
               Company's Registration Statement on Form S-18, File No. 33-16313-LA.)

 4.2           Restated Certificate of Incorporation. (Incorporated by reference
               to the Company's Annual Report on Form 10-K for the year ended
               December 31, 1989.)

 4.3           Bylaws of the Company.  (Incorporated by reference to the Company's Registration
               Statement on Form S-18, File No. 33-16313-LA.)

 5.1           Opinion of Bruck & Perry re: legality of shares.

23.1           Consent of Bruck & Perry.

23.2           Consent of Ernst & Young LLP.

99             OptimumCare Corporation 401(k) Savings Plan.
</TABLE>







                                       10
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION OF ESOP", "secsgml_size_bytes": 27588}]
{"company-data": {"conformed-name": "OPTIMUMCARE CORP /DE/", "cik": "0000820474", "assigned-sic": "8060", "irs-number": "330218003", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-41379", "film-number": "97731519"}, "business-address": {"street1": "30011 IVY GLENN DR STE 219", "city": "LAGUNA NIGUEL", "state": "CA", "zip": "92677", "phone": "7144951100"}, "mail-address": {"street1": "30011 IVY GLENN DR", "street2": "SUITE 210", "city": "LAGUNA MIGUEL", "state": "CA", "zip": "92677"}}
1
    As filed with the Securities and Exchange Commission on December 3, 1997

                                                     Registration No. __________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                             OPTIMUMCARE CORPORATION
             (Exact name of registrant as specified in its charter)

              Delaware                                   33-0218003
-----------------------------------          -----------------------------------
  (State or other jurisdiction of                     (I.R.S. Employer
   incorporation or organization)                    Identification No.)

        30011 Ivy Glenn Drive, Suite 219, Laguna Niguel, California 92677
        -----------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                   OPTIMUMCARE CORPORATION 401(k) SAVINGS PLAN
                   -------------------------------------------
                            (Full title of the plan)

                                Edward A. Johnson
                         3001 Ivy Glenn Drive, Suite 219
                         Laguna Niguel, California 92677
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (714) 495-1100
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
=====================================================================================================
                                       Proposed
                                       maximum            Proposed maximum
Title of securities  Amount to be      offering prices    aggregate offering     Amount of
to be registered     registered(1)     per share(2)       price                  registration fee
-----------------------------------------------------------------------------------------------------
Common Stock,        100,000 shs.      $1.25              $125,000.00            $37.88
$.001 par value
=====================================================================================================
(1)  In addition, pursuant to Rule 416(c) of the Securities Act of 1933, this
     registration statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described herein.

(2)  Based upon the average of the bid and asked prices as of December 1, 1997
     for purposes of computing the registration fee on 100,000 shares not yet
     granted in accordance with Rules 457(h) and 457(c).
2
                              CROSS-REFERENCE SHEET
                             REQUIRED BY RULE 404(c)
Part I.        Information Required in the Section 10(a) Prospectus.

Item No.                                                      Caption in Prospectus
--------                                                      ---------------------
1.    Plan Information....................................  Information about the OptimumCare Corporation
                                                            401(k) Savings Plan; Summary of the Plan;
                                                            Federal Income Tax Consequences; Restrictions on
                                                            Resale

2.    Registrant Information and Employee Plan
      Annual Information..................................  Available Information; Incorporation of Certain
                                                            Documents by Reference; The Company
2
3
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Company incorporates by reference into this Registration Statement:

        1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;

        2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1997, June 30, 1997 and September 30, 1997; and

        3. The description of the Company's Common Stock, $.001 par value,
contained in the Company's Registration Statement on Form S-18 filed under the
Securities Act of 1933, as amended, Registration No. 33-16313-LA, including any
amendments or reports filed for the purpose of updating such description.

        All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all of the securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.

        Any statement contained in a document incorporated by reference herein
as set forth above shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.

Item 4. Description of Securities.

        Inapplicable.

Item 5. Interests of Named Experts and Counsel.

        Inapplicable.

Item 6. Indemnification of Directors and Officers.

DELAWARE STATUTES

        Section 145 of the Delaware General Corporation Law, as amended,
provides for the indemnification of the Company's officers, directors, employees
and agents under certain circumstances as follows:

                                        3
4

        (a) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

        (b) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

        (c) To the extent that a director, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections (a) and (b) of this section, or in defense
of any claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

        (d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (a) and (b) of this
section. Such determination shall be made (1) by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even
if obtainable a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (3) by the stockholders.

        (e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the corporation as authorized in this section. Such expenses (including
attorneys' fees) incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the board of directors deems appropriate.

                                        4
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        (f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.

        (g) A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under this section.

        (h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under this section with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.

        (i) For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.

        (j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

ARTICLES OF INCORPORATION

        Article VII of the Company's Certificate of Incorporation provides for
the indemnification of the Company's directors under certain circumstances as
follows:

        To the fullest extent permitted by the Delaware General Corporation Law
        as the same exists or may hereafter be amended, a director of this
        corporation shall not be liable to the corporation or its stockholders
        for monetary damages for breach of fiduciary duty as a director.

                                        5
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BYLAWS

        The Company's Bylaws provide for the indemnification of the Company's
directors, officers, employees, or agents under certain circumstances as
follows:

        7.1 Authorization For Indemnification. The Corporation shall indemnify,
in the manner and to the full extent permitted by law, any person (or the
estate, heirs, executors, or administrators of any person) who was or is a party
to, or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation), by
reason of the fact that such person is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and with respect to any criminal action or
proceeding, that he had reasonable cause to believe that his conduct was
unlawful.

        7.2 Advance of Expenses. Costs and expenses (including attorneys' fees)
incurred by or on behalf of a director or officer in defending or investigating
any action, suit, proceeding or investigation may be paid by the Corporation in
advance of the final disposition of such matter, if such director or officer
shall undertake in writing to repay any such advances in the event that it is
ultimately determined that he is not entitled to indemnification. Such expenses
incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the Board deems appropriate. Notwithstanding the
foregoing, no advance shall be made by the Corporation if a determination is
reasonably and promptly made by the Board by a majority vote of a quorum of
disinterested directors, or (if such a quorum is not obtainable or, even if
obtainable, a quorum of disinterested directors so directs) by independent legal
counsel in a written opinion, or by the stockholders, that, based upon the facts
known to the Board or counsel at the time such determination is made, (a) the
director, officer, employee or agent acted in bad faith or deliberately breached
his duty to the Corporation or its stockholders, and (b) as a result of such
actions by the director, officer, employee or agent, it is more likely than not
that it will ultimately be determined that such director, officer, employee or
agent is not entitled to indemnification.

        7.3 Insurance. The Corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise or as a member of any committee or similar
body against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability under the
provisions of this Article or applicable law.

        7.4 Non-exclusivity. The right of indemnity and advancement of expenses
provided herein shall not be deemed exclusive of any other rights to which any
person seeking indemnification or advancement of expenses from the Corporation
may be entitled under any agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office. Any agreement for
indemnification of or advancement of expenses to any director, officer, employee
or other person may provide rights of indemnification or advancement of expenses
which are broader or otherwise different from those set forth herein.

                                        6
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Item 7. Exemption from Registration Claimed.

        Inapplicable.

Item 8. Exhibits.
Exhibit Number                      Description
--------------                      -----------
4.1           Specimen of Common Stock Certificate.  (Incorporated by reference to Exhibit 4.1 to the
               Company's Registration Statement on Form S-18, File No. 33-16313-LA.)

 4.2           Restated Certificate of Incorporation. (Incorporated by reference
               to the Company's Annual Report on Form 10-K for the year ended
               December 31, 1989.)

 4.3           Bylaws of the Company.  (Incorporated by reference to the Company's Registration
               Statement on Form S-18, File No. 33-16313-LA.)

 5.1           Opinion of Bruck & Perry re: legality of shares.

23.1           Consent of Bruck & Perry.

23.2           Consent of Ernst & Young LLP.

99             OptimumCare Corporation 401(k) Savings Plan.
Item 9.  Undertakings.

        A. The undersigned registrant hereby undertakes to file during any
period in which offers or sales of the securities are being made, a
post-effective amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed or
any material change to such information set forth in the Registration Statement.

        B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

        C. The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.

        D. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than

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the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                        8
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                                   SIGNATURES

The Registrant

        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 Niguel, State of California, on November 12,
1997.

                                       OPTIMUMCARE CORPORATION,
                                       a Delaware corporation

                                       By:        /s/ EDWARD A. JOHNSON
                                           -------------------------------------
                                           Edward A. Johnson, President

        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 date indicated.
Signature                              Title                                    Date
         ---------                              -----                                    ----
/s/ EDWARD A. JOHNSON
-----------------------------    President, Chief Executive Officer, Principal    November 12, 1997
EDWARD A. JOHNSON                Financial Officer* and Director

   /s/ MICHAEL S. CALLISON
-----------------------------    Director                                         November 3, 1997
MICHAEL S. CALLISON

   /s/ GARY L. DREHER
-----------------------------    Director                                         November 3, 1997
GARY L. DREHER

   /s/ JON E. JENETT
-----------------------------    Director                                         November 4, 1997
JON E. JENETT
* The Principal Financial Officer is also the Principal Accounting Officer.

The Plan

        Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the employee benefit plan) have duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Laguna Niguel, State of California, on
November 12, 1997.

                                OPTIMUMCARE CORPORATION 401(k) SAVINGS PLAN

                                By:  OptimumCare Corporation, Plan Administrator

                                      By:      /s/ EDWARD A. JOHNSON
                                          --------------------------------------
                                          Edward A. Johnson, President

                                        9
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                                 EXHIBIT INDEX
Exhibit Number                      Description
--------------                      -----------
4.1           Specimen of Common Stock Certificate.  (Incorporated by reference to Exhibit 4.1 to the
               Company's Registration Statement on Form S-18, File No. 33-16313-LA.)

 4.2           Restated Certificate of Incorporation. (Incorporated by reference
               to the Company's Annual Report on Form 10-K for the year ended
               December 31, 1989.)

 4.3           Bylaws of the Company.  (Incorporated by reference to the Company's Registration
               Statement on Form S-18, File No. 33-16313-LA.)

 5.1           Opinion of Bruck & Perry re: legality of shares.

23.1           Consent of Bruck & Perry.

23.2           Consent of Ernst & Young LLP.

99             OptimumCare Corporation 401(k) Savings Plan.
10