<PAGE>   1
      As filed with the Securities and Exchange Commission on July 25, 1996

                                                   Registration No. 33-________

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

                       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)

                             1987 STOCK OPTION 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             per share(1)           price(1)                    registration fee
- ---------------------------------------------------------------------------------------------------------------------------
<S>                      <C>                    <C>                    <C>                         <C>
Common Stock,            751,500 shs.(2)        $.21-$.96875           $353,650.50                 $121.95
$.001 par value
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      Based upon the exercise prices of 624,000 outstanding options which are
         being registered hereby pursuant to Rule 457(h) under the Securities
         Act of 1933, as amended and based upon the average of the bid and asked
         prices as of July 23, 1996 for purposes of computing the registration
         fee on shares underlying 127,500 options not yet granted in accordance
         with Rules 457(h) and 457(c).

(2)      Includes 430,000 shares issuable upon exercise of stock options which
         are a part of the 1987 Stock Option Plan and 321,500 shares issuable to
         employees of the Company upon exercise of non-qualified stock options,
         which are not part of the 1987 Stock Option Plan.
<PAGE>   2
                              CROSS-REFERENCE SHEET
                             REQUIRED BY RULE 404(c)



Part I.  Information Required In The Section 10(a) Prospectus.

<TABLE>
<CAPTION>
Item No.                                       Caption in Prospectus
- --------                                       ---------------------
<S>                                            <C>
1. Plan Information....................        Description of the 1987 Stock Option Plan

2. Registrant Information and Employee
   Plan Annual Information.............        Available Information
</TABLE>
<PAGE>   3
PROSPECTUS


                             OPTIMUMCARE CORPORATION

                                  Common Stock


         This Prospectus relates to shares of the Common Stock, $.001 par value
("Common Stock"), of OptimumCare Corporation (the "Company") which have been
issued from time to time by the Company to employees, officers, directors,
consultants and independent contractors upon their exercise of stock options
granted under the 1987 Stock Option Plan, to Edward A. Johnson pursuant to the
Stock Option Agreement dated October 17, 1988, as amended (the "E. Johnson Stock
Option") and to Joseph H. Dadourian, Teri L. Jolin and Margaret M. Minnick, each
pursuant to a separate Non-Qualified Stock Option Agreement dated April 24,
1996.


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

                             1987 STOCK OPTION PLAN
                           AND OTHER NON-PLAN OPTIONS

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



         THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.








                  The date of this Prospectus is July 19, 1996.
<PAGE>   4
                              AVAILABLE INFORMATION


         The Company undertakes to provide without charge to each person to whom
a prospectus is delivered, upon the written or oral request of such person, a
copy of any or all documents which have been or may be incorporated by reference
into the Company's Registration Statement on Form S-8 other than exhibits to
such documents (unless such exhibits specifically are incorporated by reference
therein). Requests for such copies should be directed to Edward A. Johnson,
President, OptimumCare Corporation, 30011 Ivy Glenn Drive, Suite 219, Laguna
Niguel, California 92677; Telephone (714) 495-1100.


                                      (ii)
<PAGE>   5
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE

<S>                                                                         <C>
THE COMPANY...............................................................     1

DESCRIPTION OF THE 1987 STOCK OPTION PLAN.................................     1

Introduction..............................................................     1
General Purpose...........................................................     1
Shares Available..........................................................     1
Administration............................................................     2
Eligibility...............................................................     2
Grants of Options.........................................................     2
Exercise of Options.......................................................     2
Non-transferability.......................................................     3
Termination of Employment.................................................     3
Death or Disability.......................................................     3
Duration, Amendment and Termination.......................................     3
Participants; Options Outstanding.........................................     3

FEDERAL INCOME TAX CONSEQUENCES...........................................     4

ISO's Under the 1987 Plan.................................................     4
NSO's Under the 1987 Plan.................................................     6
Exercise of Options Through Use of Previously Acquired
  Common Stock of the Company.............................................     6

OTHER NON-PLAN OPTIONS....................................................     7

RESTRICTIONS ON RESALE....................................................     7

LEGAL MATTERS.............................................................     7

EXPERTS...................................................................     7
</TABLE>

                                      (iii)
<PAGE>   6
                                   THE COMPANY

                  OptimumCare Corporation (the "Company") was incorporated in
California on November 25, 1986 and was reincorporated in Delaware on June 29,
1987. In mid-1987, the Company commenced the development and marketing of health
care facility-based programs ("Programs") to be managed by the Company for the
treatment of depression and certain other mental health disorders
("PsychPrograms"), as well as programs for alcohol and drug abuse ("Treatment
Programs"). The Company contracts to establish Programs at a host health care
facility and recruits and trains the staff needed to operate the Programs
including a medical director, a program director, a psychologist, a chief
therapist and one or more counselors or social workers. The host health care
facility provides a specified number of beds for the Program, as well as all
other support services required for the operation of the Program, including
nursing, dietary, housekeeping, billing and other administrative functions.

                  The Company's executive offices are located at 30011 Ivy Glenn
Drive, Suite 219, Laguna Niguel, California 92677; telephone number (714)
495-1100.


                    DESCRIPTION OF THE 1987 STOCK OPTION PLAN

Introduction

         The summary of the 1987 Stock Option Plan ("1987 Plan"), included below
highlights the principal features of that plan and is qualified in its entirety
by reference to the 1987 Plan and the form of agreement to be received by the
Company from those individuals who are granted options (the "Option Agreement"),
copies of which are available from the Company's Secretary. The 1987 Plan is not
subject to the provisions of the Employee Retirement Income Security Act of 1974
(ERISA).

General Purpose

         On July 18, 1987, the Board of Directors of the Company originally
adopted the 1987 Plan to provide officers, directors, employees, consultants and
independent contractors with an opportunity to acquire, maintain and increase a
proprietary interest in the Company and thus encourage those employees to
continue their employment with the Company. Options granted under the 1987 Plan
were designed either as incentive stock options ("ISO's") under Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code") or as nonstatutory
stock options ("NSO's").

Shares Available

         The 1987 Stock Option Plan originally permitted the grant of options to
acquire 455,000 shares of Common Stock of which 25,000 shares have previously
been acquired upon exercise of options. A total of 302,500 shares of Common
Stock are currently issuable upon exercise of outstanding options granted under
the 1987 Plan, which may be authorized but unissued shares or shares reacquired
by the Company at any time. There are currently 127,500 shares available for the
grant of further options under the 1987 Plan.

         If an option granted under the 1987 Plan is not exercised prior to its
expiration or otherwise terminates, the shares which are subject to that option
will be available for the grant of further options under the 1987 Plan.

         The number of shares of Common Stock reserved for issuance under the
1987 Plan is subject to equitable adjustments for any recapitalizations,
mergers, consolidations, stock dividends, split-ups, combinations, exchanges or
any other similar changes which may be required to prevent dilution. Similarly,
the Stock Option Committee which administers the 1987 Plan (the "Option
Committee"), in its sole discretion, may adjust the number of shares a selected
optionee is permitted to acquire if any


                                       -1-
<PAGE>   7
event occurs prior to that employee's exercise of an option granted pursuant to
the 1987 Plan which causes an increase or decrease in the amount of outstanding
capital stock.

Administration

         The 1987 Plan is administered by the Option Committee, which consists
of all of the members of the Company's Board of Directors. The Option Committee
has the authority to determine who will receive options, the times those
selected persons will receive and may exercise all or any part of those options
and the number of shares to be subject to each option.

Eligibility

         Only officers, employees and directors who are also employees of the
Company or any subsidiary are eligible to receive grants of ISO's. Officers,
employees and directors (whether or not they are also employees) of the Company
or any subsidiary, as well as consultants, independent contractors or other
service providers of the Company or any subsidiary are eligible to receive
grants of NSO's.

Grants of Options

         Options granted under the 1987 Plan entitle optionees to purchase
shares of Common Stock at the exercise price specified in the Option Agreement.
The 1987 Plan does not specify any maximum or minimum amount of options which
may be granted to any optionee. However, no options shall be granted such that
the aggregate fair market value (at the time options are granted) of the stock
subject to all stock options granted to an optionee which are first exercisable
during the same calendar year exceeds $100,000. Options may be granted for a
term up to ten (10) years.

Exercise of Options

         The exercise price for each share which an optionee is entitled to
purchase under an ISO may not be less than one hundred percent (100%) of the
average fair market value of a share of Common Stock on the date of grant of the
option; provided, however, that the exercise price shall not be less than one
hundred ten percent (110%) of the fair market value of a share of Common Stock
on the date of grant in the case of an individual owning more than ten percent
(10%) of the total combined voting power of all classes of stock of the Company
or any parent or subsidiary. The Option Committee determines the fair market
value of shares for this purpose.

         The exercise price per share which an optionee is entitled to purchase
under an NSO shall be determined by the Option Committee but shall not be less
than eighty-five percent (85%) of the fair market value per share of a share of
Common Stock on the date of grant.

         The consideration to be paid for the shares to be issued upon exercise
of an ISO or NSO, including the method of payment, shall be determined by the
Option Committee and may consist of promissory notes, shares of the Common Stock
of the Company or such other consideration and method of payment as may be
permitted under applicable state and federal laws. Although, ISO's and NSO's
granted under the 1987 Plan authorize the Board of Directors of the Company to
permit an optionee to use shares of Common Stock of the Company to purchase
shares upon exercise of an ISO or NSO, the Board of Directors does not intend to
permit any non-employee of the Company to do so in order to avoid variable
accounting treatment in accordance with FASB 123 which became effective in
October 1995. It is anticipated that this policy will continue in effect until
such time as the 1987 Plan has been amended to provide that any shares so
acquired must be held for six months prior to any disposition thereof.


                                       -2-
<PAGE>   8
Non-transferability

         Options granted under the 1987 Plan are not transferable, otherwise
than by will or the laws of descent and distribution. During the lifetime of an
optionee, options are exercisable only by such optionee.

Termination of Employment

         If an optionee ceases to be employed by, or ceases to have a
relationship with, the Company or any subsidiary for any reason other than
cause, death or disability, all options granted to such optionee under the 1987
Plan will terminate not later than three (3) months thereafter.

Death or Disability

         If an optionee ceases to be employed by, or ceases to have a
relationship with, the Company or any subsidiary by reason of death, such
optionee's options may be exercised by the executor or administrator of such
optionee's estate or heir within the six (6) months following the date of that
optionee's death to the extent that the deceased optionee might have exercised
the options at the date of death, except in no case shall an option be
exercisable more than ten years after grant.

         In the event of termination of employment or relationship with the
Company or any subsidiary due to disability (as defined in Section 22(e)(3) of
the Code), an optionee will have the right, during the one (1) year period
following the date of such termination, to purchase all or any part of the
shares of Common Stock which such optionee would have been entitled to purchase
if exercised on the date of such termination, except in no case shall an option
be exercisable more than ten (10) years after grant.

Duration, Amendment and Termination

         Unless previously terminated, the 1987 Plan will terminate on July 28,
1997 and no options may be granted after that date under the 1987 Plan (although
options granted before termination and exercisable afterwards will not be
affected). The Option Committee may at any time and from time to time modify,
amend, suspend or terminate the 1987 Plan. However, except in certain limited
circumstances, the Option Committee may not increase the maximum number of
shares which may be purchased pursuant to options granted under the 1987 Plan,
either in the aggregate or by an optionee; change the designation of the class
of employees eligible to receive ISO's; extend the term of the 1987 Plan or the
maximum option period thereunder; decrease the minimum ISO exercise price or
permit reductions of the price at which shares may be purchased for ISO's; or
cause ISO's issued under the 1987 Plan to fail to meet the requirements of
incentive stock options under Section 422A of the Code. No termination or
amendment of the 1987 Plan may terminate an option or adversely affect an
optionee's rights without the optionee's consent.


                                       -3-
<PAGE>   9
Participants; Options Outstanding

         As of June 1, 1996, eight individuals held options to purchase an
aggregate of 302,500 shares of Common Stock under the 1987 Plan. The following
table sets forth information concerning the number of shares for which options
were outstanding as of such date.

<TABLE>
<CAPTION>
                                                                           EXERCISE
                                             ISO                            PRICE
      NAME OF           DATE OF              OR            NO. OF            PER                                   EXPIRATION
      GRANTEE            GRANT               NSO           SHARES           SHARE           TOTAL PRICE               DATES
- --------------------------------             ---           ------          --------         -----------            ----------
<S>                     <C>                  <C>           <C>             <C>              <C>                    <C>
Randy                   09/28/89             NSO           16,640           $.66             $10,982.40             09/28/96
Glicksman

Edward A.               12/31/91             ISO           27,500           $.21             $ 5,775.00             12/30/96
Johnson

Randy                   12/31/91             NSO            8,360           $.21             $1,755.60              12/30/96
Glicksman

Michael                 12/31/91             ISO           25,000           $.21             $ 5,250.00             12/30/96
Callison

Paul Berlin             08/09/93             NSO          100,000           $.30             $30,000.00             08/08/98

Michael                 08/26/93             ISO           25,000           $.30             $ 7,500.00             08/25/98
Callison

Gary Dreher             08/26/93             ISO           25,000           $.30             $ 7,500.00             08/25/98

Amy Cramer              11/01/93             ISO           25,000           $.375            $ 9,375.00             10/31/98

Helen Tvelia            11/01/93             ISO           25,000           $.375            $ 9,375.00             10/31/98

Les Harman              01/01/94             ISO           25,000           $.67             $16,750.00             12/31/03
</TABLE>


                         FEDERAL INCOME TAX CONSEQUENCES

ISO's Under the 1987 Plan

         Grant and Exercise of ISO's. In general, an optionee realizes no income
upon the grant of 1987 Plan ISO's (assuming these options qualified as
"incentive stock options" under the Code when they were granted) or upon the
exercise of ISO's. But see, "Alternative Minimum Tax," below. The amount paid by
the optionee for the Common Stock received pursuant to the exercise of ISO's
will generally constitute his basis (or cost) for tax purposes. The holding
period for such Common Stock generally begins on the date the optionee exercises
ISO's. See below for a discussion of the exceptions to these general rules when
the optionee uses previously acquired stock of the Company to exercise ISO's.

         Alternative Minimum Tax. Although no income is realized upon the
exercise of ISO's, Section 56(b)(3) of the Code provides that the excess of the
fair market value on the date of exercise of the Common Stock acquired pursuant
to such exercise over the option price is an item of tax adjustment. As such,
the exercise of ISO's may result in the optionee being subject to the
"Alternative Minimum Tax" for the year ISO's are exercised. The "Alternative
Minimum Tax" is calculated on a taxpayer's adjusted gross income, subject to
special adjustments, plus specified items of tax preference minus specified
itemized deductions. The resulting amount is the alternative minimum taxable
income.


                                       -4-
<PAGE>   10
         The item of alternative minimum tax adjustment resulting from the
exercise of ISO's is eliminated if the shares are disposed of in a
"disqualifying disposition" -- that is, within one year of exercise or two years
from the date of the option grant. Alternative Minimum Tax incurred by reason of
the exercise of the ISO does not result, for regular income tax purposes, in an
increase in basis of the shares acquired upon exercise. However, for the years
after 1986, the alternative minimum tax attributable to the exercise of an ISO
may be applied as a credit against regular tax liability in a subsequent year,
subject to certain limitations. The gain recognized upon a sale or exchange of
shares acquired through the exercise of the ISO's will be limited to the excess
of the amount received in the sale or exchange over the fair market value of the
shares at the time the ISO was exercised.

         The application of the Alternative Minimum Tax for each optionee will
depend on such optionee's total income and deductions for the year of exercise.
As such, the extent to which, if any, the tax adjustment item generated by the
exercise of ISO's in conjunction with any other tax adjustment items or
alternative minimum tax adjustments may result in an Alternative Minimum Tax
liability for any optionee cannot be determined. Accordingly, each optionee
should consult his own tax counsel to determine the potential impact of the
Alternative Minimum Tax on his exercise of ISO's.

         Holding Requirements of ISO's. The Code requires that the optionee
remain an employee of the Company or its subsidiaries at all times during the
period beginning on the date that the ISO's are granted and ending on the day
three (3) months (or one (1) year in the case of permanent and total disability)
before the date that each ISO is exercised. Under the 1987 Plan, upon
termination of employment for any reason other than cause, death or disability
the options terminate three (3) months after the termination date unless by
their terms the options terminate earlier. If termination occurs as a result of
disability, the options will expire one (1) year after such termination unless
they expire before that date by their terms Under the 1987 Plan, upon the
termination of employment for cause, the ISO's expire thirty (30) days after
termination unless by their terms the options terminate earlier. Therefore, if
the options constituted incentive stock options at grant, permissible exercises
after termination automatically meet the employment requirements.

         In order for an optionee exercising ISO's to qualify for the income tax
free treatment set forth in the preceding section such optionee must not dispose
of the Common Stock acquired pursuant to the exercise of ISO's within two (2)
years from the date the ISO's were granted, nor within one (1) year after the
exercise of ISO's. If the optionee meets these employment and holding
requirements, any future gain or loss realized and recognized from the sale or
exchange of the Common Stock should be long-term capital gain or loss, if the
stock is held as a capital asset. If the optionee disposes of the shares of
Common Stock acquired upon exercise of an ISO within two years from the granting
of options or one year after the exercise of options (collectively, an "early
disposition"), any gain will constitute, in the year of disposition, ordinary
compensation income to the extent of the excess of the fair market value of the
Common Stock on its acquisition date over the price paid for it by the optionee.
Any additional gain will be treated as capital gain. If the optionee disposes of
the shares of Common Stock at a loss, such loss will be a capital loss.

         For purposes of this section, the transfer of Common Stock by reason of
the optionee's death does not constitute a disposition of the Common Stock. In
addition, the transferee of the Common Stock is not subject to the holding and
employment requirements.

         If an optionee dies while holding unexercised ISO's, his estate or
other recipient ("Recipient") may exercise the ISO's in the same manner as the
optionee except that the exercise period is changed as follows. The Recipient
may exercise the ISO's for six (6) months following the optionee's death to the
extent that the deceased optionee might have exercised the ISO's at the tune of
death, except in no case shall an option be exercisable more than ten (10) years
after grant. The Recipient is not subject to the ISO holding requirements set
forth above, although the Recipient is subject to the general rules relating to
the determination of long or short-term gains, i.e., the Recipient must hold the
Common Stock for at


                                       -5-
<PAGE>   11
least six months to get long-term capital gain. The cost basis of such Common
Stock includes a proportionate share of the basis of options.

         If the Recipient disposes of options instead of exercising them, the
incentive stock option rules discussed herein have no application. The
Recipient-transferor will recognize either long or short-term capital gain or
loss and the purchaser will not be subject to any of these rules.

NSO's Under the 1987 Plan

         In general, an optionee who receives an NSO realizes income either at
the date of grant or at the date of exercise, but not at both. Unless the NSO
has a "readily ascertainable fair market value" at the date of grant, the
optionee recognizes no income on the date of grant and the compensatory aspects
are held open until the NSO is exercised. In this case, upon exercise, the
optionee will have compensation income to the extent of the difference between
the fair market value of the stock at the tune of exercise and the exercise
price paid by the optionee.

         An NSO is deemed to have a "readily ascertainable fair market value" if
(a) the NSO's are actively traded on an established market or (b) the fair
market value can be measured with reasonable accuracy which means that (i) the
NSO's are transferable, (ii) the NSO's are exercisable immediately in full,
(iii) the NSO's and underlying stock are not subject to restrictions which have
a significant effect on the NSO's value and (iv) the fair market value of the
"option privilege" is readily ascertainable.

Exercise of Options Through Use of Previously Acquired Common Stock of the
Company

         Under the 1987 Plan, in some circumstances an optionee may be allowed
to use previously acquired Common Stock to exercise both ISO's and NSO's. Such
previously acquired Common Stock may include Common Stock acquired pursuant to
an earlier partial exercise of options. Generally the Internal Revenue Service
(the "Service") recognizes that an exchange of Common Stock for other Common
Stock does not constitute a taxable disposition of any shares of Common Stock.
The Service treats such exchanges as two transactions. First, to the extent of
the number of previously acquired shares of Common Stock, a share for share
exchange occurs with each new share of Common Stock ("Carryover shares")
succeeding to the cost basis and holding period of the old shares of Common
Stock. Second, the remaining new shares of Common Stock are deemed acquired at a
zero cost with their holding period commencing on the date of acquisition
("Noncarryover shares").

         The foregoing rules generally apply to the use of previously acquired
Common Stock to acquire Common Stock under the 1987 Plan. An optionee may use
Common Stock owned at the date options are exercised to acquire Common Stock
upon exercise of the options. However, despite a "carryover" holding period, all
of the new shares of Common Stock are still subject to the holding requirements
discussed above. If optionee disposes of such Common Stock acquired pursuant to
the exercises of ISO's before the later of two years from the granting or one
year from exercise, an early disposition occurs first to the extent of the
Noncarryover shares and then to the extent of the Carryover shares.

         In addition, if an optionee uses Common Stock acquired through a
previous partial exercise of options ("First Stock") to acquire new Common Stock
through an exercise of options ("Second Stock") before the First Stock has met
the above holding requirements, the First Stock will be treated as having been
disposed of in an early disposition. Therefore, the optionee will have to
recognize ordinary compensation to the excess of the fair market value of the
First Stock on its acquisition dates over its price paid. Despite the early
disposition, any excess gain is not recognized, but is deferred and carried over
to the Second Stock. If the First Stock is used to acquire other Common Stock
which is not subject to the 1987 Plan, no early disposition will generally occur
and the tax free exchange rules may apply.

         The discussion regarding the Federal income tax consequences of the
1987 Plan is intended only as a broad discussion of the general rules applicable
to the grant and exercise of options and the


                                       -6-
<PAGE>   12
acquisition and disposition of Common Stock acquired pursuant to the exercise of
options. Specific situations may be subject to different rules and may result in
different tax consequences. Each optionee is strongly urged to consult his or
her own tax advisor with specific reference to the optionee's tax situation.

                             OTHER NON-PLAN OPTIONS

         Edward A. Johnson, the President of the Company, was granted options to
purchase 222,500 shares of Common Stock on December 31, 1991 (the "E. Johnson
Option") exercisable until December 31, 1996 at an exercise price of $.21 per
share. Mr. Johnson is vested as to the right to purchase all 222,500 shares
under the E. Johnson Option. The E. Johnson Option permits Mr. Johnson to
exercise the options by the tender of cash or shares of Common Stock with
equivalent value.

         Joseph H. Dadourian, Teri L. Jolin and Margaret M. Minnick, employees
of the Company's subsidiary, Optimum Care Source, LLC, a California limited
liability company, were each granted options to purchase 33,000 shares of Common
Stock on April 24, 1996 at an exercise price of $.92 per share, 26,640 of which
are exercisable until April 23, 2001 and 6,660 of which are exercisable until
April 24, 2002.

                             RESTRICTIONS ON RESALE

         The Company is subject to Section 16(b) of the Securities Exchange Act
of 1934, as amended. Section 16(b) permits recovery by the Company of any profit
realized by any officer or director of the Company from any purchase and sale,
or sale and purchase, of Common Stock within any period of less than six months.
For purposes of Section 16(b), the grant of an option, but not its exercise, is
deemed to be a purchase of Common Stock. Affiliates of the Company who acquire
shares of Common Stock of the Company pursuant to an option described in this
prospectus will not be able to resell such shares of Common Stock in reliance
upon this prospectus. Accordingly, affiliates of the Company exercising options
must insure that any resale of shares of the Company's Common Stock acquired
upon exercise complies with an available exemption from the registration
provisions of the Federal securities law, such as Rule 144 under the Securities
Act of 1933, as amended.

                                  LEGAL MATTERS

         Certain legal matters in connection with the Common Stock offered
hereby are being passed upon for the Company by Bruck & Perry, A Professional
Corporation.

                                     EXPERTS

         The financial statements and financial statement schedule of the
Company appearing in the Company's Annual Report (Form 10-K) for the year ended
December 31, 1995, have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon included therein and incorporated herein by
reference. Such financial statements are incorporated herein by reference in
reliance upon such report given the authority of such firm as experts in
accounting and auditing.


                                       -7-
<PAGE>   13
                                     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, 1995;

         2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996;

         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.

         See "Legal Matters" in the Prospectus. The information therein is
incorporated herein by this reference.

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:


                                      II-1
<PAGE>   14
         (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


                                      II-2
<PAGE>   15
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.

         (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.


                                      II-3
<PAGE>   16
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


                                      II-4
<PAGE>   17
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.

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.

99.1              1987 Stock Option Plan including Forms of Incentive Stock
                  Option Agreement and Non-Qualified Stock Option Agreement.

99.2              Stock Option Agreement dated December 31, 1991 between the
                  Company and Edward A. Johnson, as amended.

99.3              Non-Qualified Stock Option Agreement dated April 24, 1996
                  between the Company and Joseph H. Dadourian.

99.4              Non-Qualified Stock Option Agreement dated April 24, 1996
                  between the Company and Teri L. Jolin.

99.5              Non-Qualified Stock Option Agreement dated April 24, 1996
                  between the Company and Margaret M. Minnick.
</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


                                      II-5
<PAGE>   18
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. 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 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.


                                      II-6
<PAGE>   19
                                   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 June 26, 1996.

                                            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        June 26, 1996
- -----------------------     Financial Officer* and Director
EDWARD A. JOHNSON           


/s/ MICHAEL S. CALLISON     Director                                             June 26, 1996
- -----------------------
MICHAEL S. CALLISON


/s/ GARY L. DREHER          Director                                             June 27, 1996
- -----------------------
GARY L. DREHER


/s/ JON E. JENETT           Director                                             June 26, 1996
- -----------------------
JON E. JENETT
</TABLE>


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


                                      II-7


<PAGE>   20


LIST OF EXHIBITS FOR FORM S-8

<TABLE>
<CAPTION>

<S>                       <C>                                    
EXHIBIT NUMBER            DESCRIPTION                            
- --------------            -----------                            

5.1                       OPINION OF BRUCK & PERRY RE:            
                          RE: LEGALITY OF SHARES

23.1                      CONSENT OF BRUCK & PERRY                

23.2                      CONSENT OF ERNST & YOUNG LLP.           

99.1                      1987 STOCK OPTION PLAN, INCLUDING       
                          FORMS OF INCENTIVE STOCK OPTION
                          AGREEMENT AND NON-QUALIFIED
                          STOCK OPTION AGREEMENT.

99.2                      STOCK OPTION AGREEMENT DATED            
                          OCTOBER 17, 1988 BETWEEN THE
                          COMPANY AND EDWARD A. JOHNSON,
                          AS AMENDED.

99.3                      NON-QUALIFIED STOCK OPTION AGREEMENT    
                          DATED APRIL 24, 1996 BETWEEN THE
                          COMPANY AND JOSEPH H. DADOURIAN.

99.4                      NON-QUALIFIED STOCK OPTION AGREEMENT    
                          DATED APRIL 24, 1996 BETWEEN THE
                          COMPANY AND TERI L. JOLIN.

99.5                      NON-QUALIFIED STOCK OPTION AGREEMENT    
                          DATED APRIL 24, 1996 BETWEEN THE
                          COMPANY AND MARGARET M. MINNICK.

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 AS FILED ON JULY 25, 1996", "secsgml_size_bytes": 57253}]
{"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": "333-08833", "film-number": "96598958"}, "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 July 25, 1996

                                                   Registration No. 33-________

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

                       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)

                             1987 STOCK OPTION 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             per share(1)           price(1)                    registration fee
- ---------------------------------------------------------------------------------------------------------------------------
Common Stock,            751,500 shs.(2)        $.21-$.96875           $353,650.50                 $121.95
$.001 par value
- ---------------------------------------------------------------------------------------------------------------------------
(1)      Based upon the exercise prices of 624,000 outstanding options which are
         being registered hereby pursuant to Rule 457(h) under the Securities
         Act of 1933, as amended and based upon the average of the bid and asked
         prices as of July 23, 1996 for purposes of computing the registration
         fee on shares underlying 127,500 options not yet granted in accordance
         with Rules 457(h) and 457(c).

(2)      Includes 430,000 shares issuable upon exercise of stock options which
         are a part of the 1987 Stock Option Plan and 321,500 shares issuable to
         employees of the Company upon exercise of non-qualified stock options,
         which are not part of the 1987 Stock Option Plan.
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....................        Description of the 1987 Stock Option Plan

2. Registrant Information and Employee
   Plan Annual Information.............        Available Information
3
PROSPECTUS

                             OPTIMUMCARE CORPORATION

                                  Common Stock

         This Prospectus relates to shares of the Common Stock, $.001 par value
("Common Stock"), of OptimumCare Corporation (the "Company") which have been
issued from time to time by the Company to employees, officers, directors,
consultants and independent contractors upon their exercise of stock options
granted under the 1987 Stock Option Plan, to Edward A. Johnson pursuant to the
Stock Option Agreement dated October 17, 1988, as amended (the "E. Johnson Stock
Option") and to Joseph H. Dadourian, Teri L. Jolin and Margaret M. Minnick, each
pursuant to a separate Non-Qualified Stock Option Agreement dated April 24,
1996.

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

                             1987 STOCK OPTION PLAN
                           AND OTHER NON-PLAN OPTIONS

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

         THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.

                  The date of this Prospectus is July 19, 1996.
4
                              AVAILABLE INFORMATION

         The Company undertakes to provide without charge to each person to whom
a prospectus is delivered, upon the written or oral request of such person, a
copy of any or all documents which have been or may be incorporated by reference
into the Company's Registration Statement on Form S-8 other than exhibits to
such documents (unless such exhibits specifically are incorporated by reference
therein). Requests for such copies should be directed to Edward A. Johnson,
President, OptimumCare Corporation, 30011 Ivy Glenn Drive, Suite 219, Laguna
Niguel, California 92677; Telephone (714) 495-1100.

                                      (ii)
5
                                TABLE OF CONTENTS
PAGE
THE COMPANY...............................................................     1

DESCRIPTION OF THE 1987 STOCK OPTION PLAN.................................     1

Introduction..............................................................     1
General Purpose...........................................................     1
Shares Available..........................................................     1
Administration............................................................     2
Eligibility...............................................................     2
Grants of Options.........................................................     2
Exercise of Options.......................................................     2
Non-transferability.......................................................     3
Termination of Employment.................................................     3
Death or Disability.......................................................     3
Duration, Amendment and Termination.......................................     3
Participants; Options Outstanding.........................................     3

FEDERAL INCOME TAX CONSEQUENCES...........................................     4

ISO's Under the 1987 Plan.................................................     4
NSO's Under the 1987 Plan.................................................     6
Exercise of Options Through Use of Previously Acquired
  Common Stock of the Company.............................................     6

OTHER NON-PLAN OPTIONS....................................................     7

RESTRICTIONS ON RESALE....................................................     7

LEGAL MATTERS.............................................................     7

EXPERTS...................................................................     7
(iii)
6
                                   THE COMPANY

                  OptimumCare Corporation (the "Company") was incorporated in
California on November 25, 1986 and was reincorporated in Delaware on June 29,
1987. In mid-1987, the Company commenced the development and marketing of health
care facility-based programs ("Programs") to be managed by the Company for the
treatment of depression and certain other mental health disorders
("PsychPrograms"), as well as programs for alcohol and drug abuse ("Treatment
Programs"). The Company contracts to establish Programs at a host health care
facility and recruits and trains the staff needed to operate the Programs
including a medical director, a program director, a psychologist, a chief
therapist and one or more counselors or social workers. The host health care
facility provides a specified number of beds for the Program, as well as all
other support services required for the operation of the Program, including
nursing, dietary, housekeeping, billing and other administrative functions.

                  The Company's executive offices are located at 30011 Ivy Glenn
Drive, Suite 219, Laguna Niguel, California 92677; telephone number (714)
495-1100.

                    DESCRIPTION OF THE 1987 STOCK OPTION PLAN

Introduction

         The summary of the 1987 Stock Option Plan ("1987 Plan"), included below
highlights the principal features of that plan and is qualified in its entirety
by reference to the 1987 Plan and the form of agreement to be received by the
Company from those individuals who are granted options (the "Option Agreement"),
copies of which are available from the Company's Secretary. The 1987 Plan is not
subject to the provisions of the Employee Retirement Income Security Act of 1974
(ERISA).

General Purpose

         On July 18, 1987, the Board of Directors of the Company originally
adopted the 1987 Plan to provide officers, directors, employees, consultants and
independent contractors with an opportunity to acquire, maintain and increase a
proprietary interest in the Company and thus encourage those employees to
continue their employment with the Company. Options granted under the 1987 Plan
were designed either as incentive stock options ("ISO's") under Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code") or as nonstatutory
stock options ("NSO's").

Shares Available

         The 1987 Stock Option Plan originally permitted the grant of options to
acquire 455,000 shares of Common Stock of which 25,000 shares have previously
been acquired upon exercise of options. A total of 302,500 shares of Common
Stock are currently issuable upon exercise of outstanding options granted under
the 1987 Plan, which may be authorized but unissued shares or shares reacquired
by the Company at any time. There are currently 127,500 shares available for the
grant of further options under the 1987 Plan.

         If an option granted under the 1987 Plan is not exercised prior to its
expiration or otherwise terminates, the shares which are subject to that option
will be available for the grant of further options under the 1987 Plan.

         The number of shares of Common Stock reserved for issuance under the
1987 Plan is subject to equitable adjustments for any recapitalizations,
mergers, consolidations, stock dividends, split-ups, combinations, exchanges or
any other similar changes which may be required to prevent dilution. Similarly,
the Stock Option Committee which administers the 1987 Plan (the "Option
Committee"), in its sole discretion, may adjust the number of shares a selected
optionee is permitted to acquire if any

                                       -1-
7
event occurs prior to that employee's exercise of an option granted pursuant to
the 1987 Plan which causes an increase or decrease in the amount of outstanding
capital stock.

Administration

         The 1987 Plan is administered by the Option Committee, which consists
of all of the members of the Company's Board of Directors. The Option Committee
has the authority to determine who will receive options, the times those
selected persons will receive and may exercise all or any part of those options
and the number of shares to be subject to each option.

Eligibility

         Only officers, employees and directors who are also employees of the
Company or any subsidiary are eligible to receive grants of ISO's. Officers,
employees and directors (whether or not they are also employees) of the Company
or any subsidiary, as well as consultants, independent contractors or other
service providers of the Company or any subsidiary are eligible to receive
grants of NSO's.

Grants of Options

         Options granted under the 1987 Plan entitle optionees to purchase
shares of Common Stock at the exercise price specified in the Option Agreement.
The 1987 Plan does not specify any maximum or minimum amount of options which
may be granted to any optionee. However, no options shall be granted such that
the aggregate fair market value (at the time options are granted) of the stock
subject to all stock options granted to an optionee which are first exercisable
during the same calendar year exceeds $100,000. Options may be granted for a
term up to ten (10) years.

Exercise of Options

         The exercise price for each share which an optionee is entitled to
purchase under an ISO may not be less than one hundred percent (100%) of the
average fair market value of a share of Common Stock on the date of grant of the
option; provided, however, that the exercise price shall not be less than one
hundred ten percent (110%) of the fair market value of a share of Common Stock
on the date of grant in the case of an individual owning more than ten percent
(10%) of the total combined voting power of all classes of stock of the Company
or any parent or subsidiary. The Option Committee determines the fair market
value of shares for this purpose.

         The exercise price per share which an optionee is entitled to purchase
under an NSO shall be determined by the Option Committee but shall not be less
than eighty-five percent (85%) of the fair market value per share of a share of
Common Stock on the date of grant.

         The consideration to be paid for the shares to be issued upon exercise
of an ISO or NSO, including the method of payment, shall be determined by the
Option Committee and may consist of promissory notes, shares of the Common Stock
of the Company or such other consideration and method of payment as may be
permitted under applicable state and federal laws. Although, ISO's and NSO's
granted under the 1987 Plan authorize the Board of Directors of the Company to
permit an optionee to use shares of Common Stock of the Company to purchase
shares upon exercise of an ISO or NSO, the Board of Directors does not intend to
permit any non-employee of the Company to do so in order to avoid variable
accounting treatment in accordance with FASB 123 which became effective in
October 1995. It is anticipated that this policy will continue in effect until
such time as the 1987 Plan has been amended to provide that any shares so
acquired must be held for six months prior to any disposition thereof.

                                       -2-
8
Non-transferability

         Options granted under the 1987 Plan are not transferable, otherwise
than by will or the laws of descent and distribution. During the lifetime of an
optionee, options are exercisable only by such optionee.

Termination of Employment

         If an optionee ceases to be employed by, or ceases to have a
relationship with, the Company or any subsidiary for any reason other than
cause, death or disability, all options granted to such optionee under the 1987
Plan will terminate not later than three (3) months thereafter.

Death or Disability

         If an optionee ceases to be employed by, or ceases to have a
relationship with, the Company or any subsidiary by reason of death, such
optionee's options may be exercised by the executor or administrator of such
optionee's estate or heir within the six (6) months following the date of that
optionee's death to the extent that the deceased optionee might have exercised
the options at the date of death, except in no case shall an option be
exercisable more than ten years after grant.

         In the event of termination of employment or relationship with the
Company or any subsidiary due to disability (as defined in Section 22(e)(3) of
the Code), an optionee will have the right, during the one (1) year period
following the date of such termination, to purchase all or any part of the
shares of Common Stock which such optionee would have been entitled to purchase
if exercised on the date of such termination, except in no case shall an option
be exercisable more than ten (10) years after grant.

Duration, Amendment and Termination

         Unless previously terminated, the 1987 Plan will terminate on July 28,
1997 and no options may be granted after that date under the 1987 Plan (although
options granted before termination and exercisable afterwards will not be
affected). The Option Committee may at any time and from time to time modify,
amend, suspend or terminate the 1987 Plan. However, except in certain limited
circumstances, the Option Committee may not increase the maximum number of
shares which may be purchased pursuant to options granted under the 1987 Plan,
either in the aggregate or by an optionee; change the designation of the class
of employees eligible to receive ISO's; extend the term of the 1987 Plan or the
maximum option period thereunder; decrease the minimum ISO exercise price or
permit reductions of the price at which shares may be purchased for ISO's; or
cause ISO's issued under the 1987 Plan to fail to meet the requirements of
incentive stock options under Section 422A of the Code. No termination or
amendment of the 1987 Plan may terminate an option or adversely affect an
optionee's rights without the optionee's consent.

                                       -3-
9
Participants; Options Outstanding

         As of June 1, 1996, eight individuals held options to purchase an
aggregate of 302,500 shares of Common Stock under the 1987 Plan. The following
table sets forth information concerning the number of shares for which options
were outstanding as of such date.
EXERCISE
                                             ISO                            PRICE
      NAME OF           DATE OF              OR            NO. OF            PER                                   EXPIRATION
      GRANTEE            GRANT               NSO           SHARES           SHARE           TOTAL PRICE               DATES
- --------------------------------             ---           ------          --------         -----------            ----------
Randy                   09/28/89             NSO           16,640           $.66             $10,982.40             09/28/96
Glicksman

Edward A.               12/31/91             ISO           27,500           $.21             $ 5,775.00             12/30/96
Johnson

Randy                   12/31/91             NSO            8,360           $.21             $1,755.60              12/30/96
Glicksman

Michael                 12/31/91             ISO           25,000           $.21             $ 5,250.00             12/30/96
Callison

Paul Berlin             08/09/93             NSO          100,000           $.30             $30,000.00             08/08/98

Michael                 08/26/93             ISO           25,000           $.30             $ 7,500.00             08/25/98
Callison

Gary Dreher             08/26/93             ISO           25,000           $.30             $ 7,500.00             08/25/98

Amy Cramer              11/01/93             ISO           25,000           $.375            $ 9,375.00             10/31/98

Helen Tvelia            11/01/93             ISO           25,000           $.375            $ 9,375.00             10/31/98

Les Harman              01/01/94             ISO           25,000           $.67             $16,750.00             12/31/03
FEDERAL INCOME TAX CONSEQUENCES

ISO's Under the 1987 Plan

         Grant and Exercise of ISO's. In general, an optionee realizes no income
upon the grant of 1987 Plan ISO's (assuming these options qualified as
"incentive stock options" under the Code when they were granted) or upon the
exercise of ISO's. But see, "Alternative Minimum Tax," below. The amount paid by
the optionee for the Common Stock received pursuant to the exercise of ISO's
will generally constitute his basis (or cost) for tax purposes. The holding
period for such Common Stock generally begins on the date the optionee exercises
ISO's. See below for a discussion of the exceptions to these general rules when
the optionee uses previously acquired stock of the Company to exercise ISO's.

         Alternative Minimum Tax. Although no income is realized upon the
exercise of ISO's, Section 56(b)(3) of the Code provides that the excess of the
fair market value on the date of exercise of the Common Stock acquired pursuant
to such exercise over the option price is an item of tax adjustment. As such,
the exercise of ISO's may result in the optionee being subject to the
"Alternative Minimum Tax" for the year ISO's are exercised. The "Alternative
Minimum Tax" is calculated on a taxpayer's adjusted gross income, subject to
special adjustments, plus specified items of tax preference minus specified
itemized deductions. The resulting amount is the alternative minimum taxable
income.

                                       -4-
10
         The item of alternative minimum tax adjustment resulting from the
exercise of ISO's is eliminated if the shares are disposed of in a
"disqualifying disposition" -- that is, within one year of exercise or two years
from the date of the option grant. Alternative Minimum Tax incurred by reason of
the exercise of the ISO does not result, for regular income tax purposes, in an
increase in basis of the shares acquired upon exercise. However, for the years
after 1986, the alternative minimum tax attributable to the exercise of an ISO
may be applied as a credit against regular tax liability in a subsequent year,
subject to certain limitations. The gain recognized upon a sale or exchange of
shares acquired through the exercise of the ISO's will be limited to the excess
of the amount received in the sale or exchange over the fair market value of the
shares at the time the ISO was exercised.

         The application of the Alternative Minimum Tax for each optionee will
depend on such optionee's total income and deductions for the year of exercise.
As such, the extent to which, if any, the tax adjustment item generated by the
exercise of ISO's in conjunction with any other tax adjustment items or
alternative minimum tax adjustments may result in an Alternative Minimum Tax
liability for any optionee cannot be determined. Accordingly, each optionee
should consult his own tax counsel to determine the potential impact of the
Alternative Minimum Tax on his exercise of ISO's.

         Holding Requirements of ISO's. The Code requires that the optionee
remain an employee of the Company or its subsidiaries at all times during the
period beginning on the date that the ISO's are granted and ending on the day
three (3) months (or one (1) year in the case of permanent and total disability)
before the date that each ISO is exercised. Under the 1987 Plan, upon
termination of employment for any reason other than cause, death or disability
the options terminate three (3) months after the termination date unless by
their terms the options terminate earlier. If termination occurs as a result of
disability, the options will expire one (1) year after such termination unless
they expire before that date by their terms Under the 1987 Plan, upon the
termination of employment for cause, the ISO's expire thirty (30) days after
termination unless by their terms the options terminate earlier. Therefore, if
the options constituted incentive stock options at grant, permissible exercises
after termination automatically meet the employment requirements.

         In order for an optionee exercising ISO's to qualify for the income tax
free treatment set forth in the preceding section such optionee must not dispose
of the Common Stock acquired pursuant to the exercise of ISO's within two (2)
years from the date the ISO's were granted, nor within one (1) year after the
exercise of ISO's. If the optionee meets these employment and holding
requirements, any future gain or loss realized and recognized from the sale or
exchange of the Common Stock should be long-term capital gain or loss, if the
stock is held as a capital asset. If the optionee disposes of the shares of
Common Stock acquired upon exercise of an ISO within two years from the granting
of options or one year after the exercise of options (collectively, an "early
disposition"), any gain will constitute, in the year of disposition, ordinary
compensation income to the extent of the excess of the fair market value of the
Common Stock on its acquisition date over the price paid for it by the optionee.
Any additional gain will be treated as capital gain. If the optionee disposes of
the shares of Common Stock at a loss, such loss will be a capital loss.

         For purposes of this section, the transfer of Common Stock by reason of
the optionee's death does not constitute a disposition of the Common Stock. In
addition, the transferee of the Common Stock is not subject to the holding and
employment requirements.

         If an optionee dies while holding unexercised ISO's, his estate or
other recipient ("Recipient") may exercise the ISO's in the same manner as the
optionee except that the exercise period is changed as follows. The Recipient
may exercise the ISO's for six (6) months following the optionee's death to the
extent that the deceased optionee might have exercised the ISO's at the tune of
death, except in no case shall an option be exercisable more than ten (10) years
after grant. The Recipient is not subject to the ISO holding requirements set
forth above, although the Recipient is subject to the general rules relating to
the determination of long or short-term gains, i.e., the Recipient must hold the
Common Stock for at

                                       -5-
11
least six months to get long-term capital gain. The cost basis of such Common
Stock includes a proportionate share of the basis of options.

         If the Recipient disposes of options instead of exercising them, the
incentive stock option rules discussed herein have no application. The
Recipient-transferor will recognize either long or short-term capital gain or
loss and the purchaser will not be subject to any of these rules.

NSO's Under the 1987 Plan

         In general, an optionee who receives an NSO realizes income either at
the date of grant or at the date of exercise, but not at both. Unless the NSO
has a "readily ascertainable fair market value" at the date of grant, the
optionee recognizes no income on the date of grant and the compensatory aspects
are held open until the NSO is exercised. In this case, upon exercise, the
optionee will have compensation income to the extent of the difference between
the fair market value of the stock at the tune of exercise and the exercise
price paid by the optionee.

         An NSO is deemed to have a "readily ascertainable fair market value" if
(a) the NSO's are actively traded on an established market or (b) the fair
market value can be measured with reasonable accuracy which means that (i) the
NSO's are transferable, (ii) the NSO's are exercisable immediately in full,
(iii) the NSO's and underlying stock are not subject to restrictions which have
a significant effect on the NSO's value and (iv) the fair market value of the
"option privilege" is readily ascertainable.

Exercise of Options Through Use of Previously Acquired Common Stock of the
Company

         Under the 1987 Plan, in some circumstances an optionee may be allowed
to use previously acquired Common Stock to exercise both ISO's and NSO's. Such
previously acquired Common Stock may include Common Stock acquired pursuant to
an earlier partial exercise of options. Generally the Internal Revenue Service
(the "Service") recognizes that an exchange of Common Stock for other Common
Stock does not constitute a taxable disposition of any shares of Common Stock.
The Service treats such exchanges as two transactions. First, to the extent of
the number of previously acquired shares of Common Stock, a share for share
exchange occurs with each new share of Common Stock ("Carryover shares")
succeeding to the cost basis and holding period of the old shares of Common
Stock. Second, the remaining new shares of Common Stock are deemed acquired at a
zero cost with their holding period commencing on the date of acquisition
("Noncarryover shares").

         The foregoing rules generally apply to the use of previously acquired
Common Stock to acquire Common Stock under the 1987 Plan. An optionee may use
Common Stock owned at the date options are exercised to acquire Common Stock
upon exercise of the options. However, despite a "carryover" holding period, all
of the new shares of Common Stock are still subject to the holding requirements
discussed above. If optionee disposes of such Common Stock acquired pursuant to
the exercises of ISO's before the later of two years from the granting or one
year from exercise, an early disposition occurs first to the extent of the
Noncarryover shares and then to the extent of the Carryover shares.

         In addition, if an optionee uses Common Stock acquired through a
previous partial exercise of options ("First Stock") to acquire new Common Stock
through an exercise of options ("Second Stock") before the First Stock has met
the above holding requirements, the First Stock will be treated as having been
disposed of in an early disposition. Therefore, the optionee will have to
recognize ordinary compensation to the excess of the fair market value of the
First Stock on its acquisition dates over its price paid. Despite the early
disposition, any excess gain is not recognized, but is deferred and carried over
to the Second Stock. If the First Stock is used to acquire other Common Stock
which is not subject to the 1987 Plan, no early disposition will generally occur
and the tax free exchange rules may apply.

         The discussion regarding the Federal income tax consequences of the
1987 Plan is intended only as a broad discussion of the general rules applicable
to the grant and exercise of options and the

                                       -6-
12
acquisition and disposition of Common Stock acquired pursuant to the exercise of
options. Specific situations may be subject to different rules and may result in
different tax consequences. Each optionee is strongly urged to consult his or
her own tax advisor with specific reference to the optionee's tax situation.

                             OTHER NON-PLAN OPTIONS

         Edward A. Johnson, the President of the Company, was granted options to
purchase 222,500 shares of Common Stock on December 31, 1991 (the "E. Johnson
Option") exercisable until December 31, 1996 at an exercise price of $.21 per
share. Mr. Johnson is vested as to the right to purchase all 222,500 shares
under the E. Johnson Option. The E. Johnson Option permits Mr. Johnson to
exercise the options by the tender of cash or shares of Common Stock with
equivalent value.

         Joseph H. Dadourian, Teri L. Jolin and Margaret M. Minnick, employees
of the Company's subsidiary, Optimum Care Source, LLC, a California limited
liability company, were each granted options to purchase 33,000 shares of Common
Stock on April 24, 1996 at an exercise price of $.92 per share, 26,640 of which
are exercisable until April 23, 2001 and 6,660 of which are exercisable until
April 24, 2002.

                             RESTRICTIONS ON RESALE

         The Company is subject to Section 16(b) of the Securities Exchange Act
of 1934, as amended. Section 16(b) permits recovery by the Company of any profit
realized by any officer or director of the Company from any purchase and sale,
or sale and purchase, of Common Stock within any period of less than six months.
For purposes of Section 16(b), the grant of an option, but not its exercise, is
deemed to be a purchase of Common Stock. Affiliates of the Company who acquire
shares of Common Stock of the Company pursuant to an option described in this
prospectus will not be able to resell such shares of Common Stock in reliance
upon this prospectus. Accordingly, affiliates of the Company exercising options
must insure that any resale of shares of the Company's Common Stock acquired
upon exercise complies with an available exemption from the registration
provisions of the Federal securities law, such as Rule 144 under the Securities
Act of 1933, as amended.

                                  LEGAL MATTERS

         Certain legal matters in connection with the Common Stock offered
hereby are being passed upon for the Company by Bruck & Perry, A Professional
Corporation.

                                     EXPERTS

         The financial statements and financial statement schedule of the
Company appearing in the Company's Annual Report (Form 10-K) for the year ended
December 31, 1995, have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon included therein and incorporated herein by
reference. Such financial statements are incorporated herein by reference in
reliance upon such report given the authority of such firm as experts in
accounting and auditing.

                                       -7-
13
                                     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, 1995;

         2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996;

         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.

         See "Legal Matters" in the Prospectus. The information therein is
incorporated herein by this reference.

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:

                                      II-1
14
         (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

                                      II-2
15
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.

         (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.

                                      II-3
16
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

                                      II-4
17
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.

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.

99.1              1987 Stock Option Plan including Forms of Incentive Stock
                  Option Agreement and Non-Qualified Stock Option Agreement.

99.2              Stock Option Agreement dated December 31, 1991 between the
                  Company and Edward A. Johnson, as amended.

99.3              Non-Qualified Stock Option Agreement dated April 24, 1996
                  between the Company and Joseph H. Dadourian.

99.4              Non-Qualified Stock Option Agreement dated April 24, 1996
                  between the Company and Teri L. Jolin.

99.5              Non-Qualified Stock Option Agreement dated April 24, 1996
                  between the Company and Margaret M. Minnick.
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

                                      II-5
18
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. 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 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.

                                      II-6
19
                                   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 June 26, 1996.

                                            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        June 26, 1996
- -----------------------     Financial Officer* and Director
EDWARD A. JOHNSON           

/s/ MICHAEL S. CALLISON     Director                                             June 26, 1996
- -----------------------
MICHAEL S. CALLISON

/s/ GARY L. DREHER          Director                                             June 27, 1996
- -----------------------
GARY L. DREHER

/s/ JON E. JENETT           Director                                             June 26, 1996
- -----------------------
JON E. JENETT
* The Principal Financial Officer is also the Principal Accounting Officer.

                                      II-7
20

LIST OF EXHIBITS FOR FORM S-8
EXHIBIT NUMBER            DESCRIPTION                            
- --------------            -----------                            

5.1                       OPINION OF BRUCK & PERRY RE:            
                          RE: LEGALITY OF SHARES

23.1                      CONSENT OF BRUCK & PERRY                

23.2                      CONSENT OF ERNST & YOUNG LLP.           

99.1                      1987 STOCK OPTION PLAN, INCLUDING       
                          FORMS OF INCENTIVE STOCK OPTION
                          AGREEMENT AND NON-QUALIFIED
                          STOCK OPTION AGREEMENT.

99.2                      STOCK OPTION AGREEMENT DATED            
                          OCTOBER 17, 1988 BETWEEN THE
                          COMPANY AND EDWARD A. JOHNSON,
                          AS AMENDED.

99.3                      NON-QUALIFIED STOCK OPTION AGREEMENT    
                          DATED APRIL 24, 1996 BETWEEN THE
                          COMPANY AND JOSEPH H. DADOURIAN.

99.4                      NON-QUALIFIED STOCK OPTION AGREEMENT    
                          DATED APRIL 24, 1996 BETWEEN THE
                          COMPANY AND TERI L. JOLIN.

99.5                      NON-QUALIFIED STOCK OPTION AGREEMENT    
                          DATED APRIL 24, 1996 BETWEEN THE
                          COMPANY AND MARGARET M. MINNICK.