<PAGE>   1

      As filed with the Securities and Exchange Commission on July 16, 2001
                                                   Registration No. 333-________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                                   ----------

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

            DELAWARE                                     33-0577635
  (State or other jurisdiction                (IRS Employer Identification No.)
of incorporation or organization)

                       27051 TOWNE CENTRE DRIVE, SUITE 100
                            FOOTHILL RANCH, CA 92610
               (Address of principal executive offices) (Zip Code)

                     ONYX ACCEPTANCE CORPORATION 401(k) PLAN
                            (Full title of the Plan)

                                   ----------

                                  JOHN W. HALL
                 PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR
                           ONYX ACCEPTANCE CORPORATION
                       27051 TOWNE CENTRE DRIVE, SUITE 100
                            FOOTHILL RANCH, CA 92610
                     (Name and address of agent for service)

                                 (949) 465-3900
          (Telephone Number, including area code, of agent for service)

                                   ----------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===================================================================================================================================
                                                                Proposed Maximum                                        Amount of
                                             Amount to be      Offering Price per           Proposed Maximum           Registration
Title of Securities to be Registered(1)      Registered(2)           Share(3)           Aggregate Offering Price(3)        Fee(4)
<S>                                         <C>                <C>                     <C>                             <C>

Onyx Acceptance Corporation 401(k) Plan
Common Stock, $0.01 par value               250,000 shares            $5.79                     $1,447,500                $361.88
</TABLE>

----------

(1)   In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
      this Registration Statement also covers an indeterminate amount of plan
      interests to be offered or sold pursuant to the Onyx Acceptance
      Corporation 401(k) Plan.

(2)   This Registration Statement shall also cover any additional shares of
      Common Stock which become issuable under the Onyx Acceptance Corporation
      401(k) Plan by reason of any stock dividend, stock split, recapitalization
      or other similar transaction effected without the Registrant's receipt of
      consideration which results in an increase in the number of the
      outstanding shares of Registrant's Common Stock.

(3)   Calculated solely for purposes of this offering under Rule 457(h) of the
      Securities Act of 1933, as amended, on the basis of the average of the
      high and low selling price per share of the Registrant's Common Stock on
      July 13, 2001, as reported by the Nasdaq National Market.

(4)   Registration fee computed pursuant to Rule 457(h)(1).

<PAGE>   2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     Onyx Acceptance Corporation (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission"):

     (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
          December 31, 2000 filed with the Commission on April 2, 20001;

     (b)  The Registrant's Quarterly Reports on Form 10-Q, filed with the
          Commission on May 15, 2001 for the period ended March 31, 2001; and

     (c)  The Registrant's Registration Statement No. 000-28050 on Form 8-A
          filed with the Commission on May 5, 1996 and amended on July 9, 1997,
          pursuant to Section 12(b) of the Securities Exchange Act of 1934 (the
          "Exchange Act"), in which there is described the terms, rights and
          provisions applicable to the Registrant's outstanding Common Stock.

     All reports and definitive proxy or information statements filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "1934 Act") after the date of this Registration Statement and prior
to the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which de-registers all securities then
remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein 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 subsequently filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such 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

     Not applicable.

Item 5. Interests of Named Experts and Counsel

     Not applicable.

Item 6. Indemnification of Directors and Officers

     Under Section 145 of the Delaware General Corporation Law, the Registrant
can indemnify its directors and officers against liabilities they may incur in
such capacities, including liabilities under the Securities Act of 1933, as
amended (the "1933 Act"). The Registrant's Bylaws provide that the Registrant
will indemnify its directors and officers to the fullest extent permitted by law
and require the Registrant to advance litigation expenses upon receipt by the
Registrant of an undertaking by the director or officer to repay such advances
if it is ultimately determined that such director or officer is not entitled to
indemnification. The Bylaws further provide that rights conferred under such
Bylaws do not exclude any other right such persons may have or acquire under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

     The Registrant's Certificate of Incorporation provides that, pursuant to
Delaware law, its directors shall not be liable for monetary damages for breach
of their fiduciary duty of care to the Registrant and its stockholders. This
provision in the Certificate of Incorporation does not eliminate the duty of
care, and in appropriate circumstances equitable remedies such as injunctive or
other forms of non-monetary relief will remain


                                      II-1
<PAGE>   3

available under Delaware law. In addition, each director will continue to be
subject to liability for (i) breach of his or her duty of loyalty to the
Registrant or its stockholders, (ii) acts or omissions not in good faith or
involving intentional misconduct or knowing violations of law, (iii) any
transaction from which the director derives any improper personal benefit, and
(iv) payment of dividends or approval of stock repurchases or redemptions that
are unlawful under Delaware law. The provision also does not affect a director's
responsibilities under any other law, such as the federal securities laws or
state or federal environmental laws.

     The Registrant has entered into agreements to indemnify its directors in
addition to the indemnification provided for in the Certificate of Incorporation
and Bylaws. These agreements will, among other things, indemnify each of the
Registrant's directors for certain expenses (including attorneys' fees),
judgments, fines and settlement amounts incurred by such person in any action or
proceeding, including any action by or in the right of the Registrant, on
account of services by such person as a director or officer of the Registrant,
or as a director or officer of any other company or enterprise to which such
person provides services at the request of the Registrant.

     The foregoing summary of the indemnification provisions contained in the
Registrant's Bylaws, Certificate of Incorporation and indemnification agreements
and of the Delaware Law is not intended to be exhaustive and is respectively
qualified in its entirety by such Bylaws, Certificate of Incorporation,
indemnification agreements and statutes.

Item 7. Exemption from Registration Claimed

     Not applicable.

Item 8. Exhibits

  Exhibit Number     Exhibit
  --------------     -------

        4            Instruments Defining the Rights of Stockholders. Reference
                     is made to Registrant's Registration Statement No.
                     000-28050 on Form 8-A, together with any exhibits thereto,
                     which are incorporated herein by reference pursuant to Item
                     3(c) to this Registration Statement.

       23.1          Consent of PricewaterhouseCoopers LLP, Independent
                     Accountants of the Company

       24            Power of Attorney. Reference is made to page II-4 of this
                     Registration Statement.

In lieu of including, as an exhibit, an Internal Revenue Service ("IRS")
determination letter that the Onyx Acceptance Corporation 401(k) Plan (the
"Plan") is qualified under Section 401 of the Internal Revenue Code or an
opinion of counsel concerning compliance with the requirements of ERISA, the
Registrant undertakes that it will submit the Plan, as amended, to the IRS in a
timely manner for such a determination letter and will make all changes required
by the IRS in order to so qualify the Plan.

Item 9. Undertakings

     A. The undersigned Registrant hereby undertakes: (1) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement: (i) to include any prospectus required by Section
10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act each such post-effective
amendment 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; and (3) to remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the Registrant's
401(k) Plan, Non-Qualified Deferred Compensation Plan and 1996 Stock
Option/Stock Issuance Plan.


                                      II-2
<PAGE>   4

     B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this 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 1933 Act
may be permitted to directors, officers or controlling persons of the Registrant
pursuant to the indemnification provisions summarized in Item 6 or otherwise,
the Registrant has been advised that, in the opinion of the Commission, such
indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.


                                      II-3
<PAGE>   5

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Foothill Ranch, State of California on this 16th day of
July, 2001.

                                                  ONYX ACCEPTANCE CORPORATION



                                                  By: /s/ JOHN W. HALL
                                                      --------------------------
                                                      JOHN W. HALL
                                                      President, Chief Executive
                                                      Officer and Director

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Onyx Acceptance Corporation 401(k) Plan has caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in
Foothill Ranch, State of California, on this 16th day of July, 2000.

                                                  ONYX ACCEPTANCE CORPORATION
                                                  401(k) PLAN


                                                  By: /s/ DON P. DUFFY
                                                      --------------------------
                                                      Don P. Duffy, Trustee


                                                  By: /s/ MICHAEL A. KRAHELSKI
                                                      --------------------------
                                                      Michael A. Krahelski,
                                                      Trustee

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

     That the undersigned officers and directors of Onyx Acceptance Corporation,
a Delaware corporation, do hereby constitute and appoint John W. Hall,
President, Chief Executive Officer and Director and Don P. Duffy, Executive Vice
President, Chief Financial Officer and Director, and each of them, the lawful
attorneys-in-fact and agents with full power and authority to do any and all
acts and things and to execute any and all instruments which said attorneys and
agents, and any one of them, determine may be necessary or advisable or required
to enable said corporation to comply with the Securities Act of 1933, as
amended, and any rules or regulations or requirements of the Securities and
Exchange Commission in connection with this Registration Statement. Without
limiting the generality of the foregoing power and authority, the powers granted
include the power and authority to sign the names of the undersigned officers
and directors in the capacities indicated below to this Registration Statement,
to any and all amendments, both pre-effective and post-effective, and
supplements to this Registration Statement, and to any and all instruments or
documents filed as part of or in conjunction with this Registration Statement or
amendments or supplements thereof, and each of the undersigned hereby ratifies
and confirms that all said attorneys and agents, or any one of them, shall do or
cause to be done by virtue hereof. This Power of Attorney may be signed in
several counterparts.

     IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.


                                      II-4
<PAGE>   6

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

<TABLE>
<CAPTION>
              SIGNATURE                                        TITLE                               DATE
              ---------                                        -----                               ----
<S>                                       <C>                                                 <C>


/s/ JOHN W. HALL                          President, Chief Executive Officer and Director     July 16, 2000
------------------------------------
John W. Hall


/s/ DON P. DUFFY                          Executive Vice President, Chief Financial           July 16, 2000
------------------------------------      Officer and Director (Principal Financial and
Don P. Duffy                              Accounting Officer)


/s/ THOMAS C. STICKEL                     Chairman of the Board and Director                  July 16, 2000
------------------------------------
Thomas C. Stickel


/s/ G. BRADFORD JONES                     Director                                            July 16, 2000
------------------------------------
G. Bradford Jones


/s/ C. THOMAS MEYERS                      Director                                            July 16, 2000
------------------------------------
C. Thomas Meyers
</TABLE>


                                      II-5
<PAGE>   7

                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.


                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933


                           ONYX ACCEPTANCE CORPORATION

<PAGE>   8

                                  EXHIBIT INDEX




  Exhibit Number     Exhibit
  --------------     -------

        4            Instruments Defining the Rights of Stockholders. Reference
                     is made to Registrant's Registration Statement No.
                     000-28050 on Form 8-A, together with any exhibits thereto,
                     which are incorporated herein by reference pursuant to Item
                     3(c) to this Registration Statement.

       23.1          Consent of PricewaterhouseCoopers LLP, Independent
                     Accountants of the Company

       24            Power of Attorney. Reference is made to page II-4 of this
                     Registration Statement.


In lieu of including, as an exhibit, an Internal Revenue Service ("IRS")
determination letter that the Onyx Acceptance Corporation 401(k) Plan (the
"Plan") is qualified under Section 401 of the Internal Revenue Code or an
opinion of counsel concerning compliance with the requirements of ERISA, the
Registrant undertakes that it will submit the Plan, as amended, to the IRS in a
timely manner for such a determination letter and will make all changes required
by the IRS in order to so qualify the Plan.
[{"type": "S-8", "sequence": "1", "filename": "a74149ors-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 20711}]
{"company-data": {"conformed-name": "ONYX ACCEPTANCE CORP", "cik": "0001006614", "assigned-sic": "6141", "irs-number": "330577635", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65204", "film-number": "1682198"}, "business-address": {"street1": "27051 TOWNE CENTRE DRIVE", "city": "FOOTHILL RANCH", "state": "CA", "zip": "92610", "phone": "9494653500"}, "mail-address": {"street1": "27051 TOWNE CENTRE DRIVE", "city": "FOOTHILL RANCH", "state": "CA", "zip": "92610"}}
1

      As filed with the Securities and Exchange Commission on July 16, 2001
                                                   Registration No. 333-________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                                   ----------

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

            DELAWARE                                     33-0577635
  (State or other jurisdiction                (IRS Employer Identification No.)
of incorporation or organization)

                       27051 TOWNE CENTRE DRIVE, SUITE 100
                            FOOTHILL RANCH, CA 92610
               (Address of principal executive offices) (Zip Code)

                     ONYX ACCEPTANCE CORPORATION 401(k) PLAN
                            (Full title of the Plan)

                                   ----------

                                  JOHN W. HALL
                 PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR
                           ONYX ACCEPTANCE CORPORATION
                       27051 TOWNE CENTRE DRIVE, SUITE 100
                            FOOTHILL RANCH, CA 92610
                     (Name and address of agent for service)

                                 (949) 465-3900
          (Telephone Number, including area code, of agent for service)

                                   ----------

                         CALCULATION OF REGISTRATION FEE
===================================================================================================================================
                                                                Proposed Maximum                                        Amount of
                                             Amount to be      Offering Price per           Proposed Maximum           Registration
Title of Securities to be Registered(1)      Registered(2)           Share(3)           Aggregate Offering Price(3)        Fee(4)
Onyx Acceptance Corporation 401(k) Plan
Common Stock, $0.01 par value               250,000 shares            $5.79                     $1,447,500                $361.88
----------

(1)   In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
      this Registration Statement also covers an indeterminate amount of plan
      interests to be offered or sold pursuant to the Onyx Acceptance
      Corporation 401(k) Plan.

(2)   This Registration Statement shall also cover any additional shares of
      Common Stock which become issuable under the Onyx Acceptance Corporation
      401(k) Plan by reason of any stock dividend, stock split, recapitalization
      or other similar transaction effected without the Registrant's receipt of
      consideration which results in an increase in the number of the
      outstanding shares of Registrant's Common Stock.

(3)   Calculated solely for purposes of this offering under Rule 457(h) of the
      Securities Act of 1933, as amended, on the basis of the average of the
      high and low selling price per share of the Registrant's Common Stock on
      July 13, 2001, as reported by the Nasdaq National Market.

(4)   Registration fee computed pursuant to Rule 457(h)(1).
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     Onyx Acceptance Corporation (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission"):

     (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
          December 31, 2000 filed with the Commission on April 2, 20001;

     (b)  The Registrant's Quarterly Reports on Form 10-Q, filed with the
          Commission on May 15, 2001 for the period ended March 31, 2001; and

     (c)  The Registrant's Registration Statement No. 000-28050 on Form 8-A
          filed with the Commission on May 5, 1996 and amended on July 9, 1997,
          pursuant to Section 12(b) of the Securities Exchange Act of 1934 (the
          "Exchange Act"), in which there is described the terms, rights and
          provisions applicable to the Registrant's outstanding Common Stock.

     All reports and definitive proxy or information statements filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "1934 Act") after the date of this Registration Statement and prior
to the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which de-registers all securities then
remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein 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 subsequently filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such 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

     Not applicable.

Item 5. Interests of Named Experts and Counsel

     Not applicable.

Item 6. Indemnification of Directors and Officers

     Under Section 145 of the Delaware General Corporation Law, the Registrant
can indemnify its directors and officers against liabilities they may incur in
such capacities, including liabilities under the Securities Act of 1933, as
amended (the "1933 Act"). The Registrant's Bylaws provide that the Registrant
will indemnify its directors and officers to the fullest extent permitted by law
and require the Registrant to advance litigation expenses upon receipt by the
Registrant of an undertaking by the director or officer to repay such advances
if it is ultimately determined that such director or officer is not entitled to
indemnification. The Bylaws further provide that rights conferred under such
Bylaws do not exclude any other right such persons may have or acquire under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

     The Registrant's Certificate of Incorporation provides that, pursuant to
Delaware law, its directors shall not be liable for monetary damages for breach
of their fiduciary duty of care to the Registrant and its stockholders. This
provision in the Certificate of Incorporation does not eliminate the duty of
care, and in appropriate circumstances equitable remedies such as injunctive or
other forms of non-monetary relief will remain

                                      II-1
3

available under Delaware law. In addition, each director will continue to be
subject to liability for (i) breach of his or her duty of loyalty to the
Registrant or its stockholders, (ii) acts or omissions not in good faith or
involving intentional misconduct or knowing violations of law, (iii) any
transaction from which the director derives any improper personal benefit, and
(iv) payment of dividends or approval of stock repurchases or redemptions that
are unlawful under Delaware law. The provision also does not affect a director's
responsibilities under any other law, such as the federal securities laws or
state or federal environmental laws.

     The Registrant has entered into agreements to indemnify its directors in
addition to the indemnification provided for in the Certificate of Incorporation
and Bylaws. These agreements will, among other things, indemnify each of the
Registrant's directors for certain expenses (including attorneys' fees),
judgments, fines and settlement amounts incurred by such person in any action or
proceeding, including any action by or in the right of the Registrant, on
account of services by such person as a director or officer of the Registrant,
or as a director or officer of any other company or enterprise to which such
person provides services at the request of the Registrant.

     The foregoing summary of the indemnification provisions contained in the
Registrant's Bylaws, Certificate of Incorporation and indemnification agreements
and of the Delaware Law is not intended to be exhaustive and is respectively
qualified in its entirety by such Bylaws, Certificate of Incorporation,
indemnification agreements and statutes.

Item 7. Exemption from Registration Claimed

     Not applicable.

Item 8. Exhibits

  Exhibit Number     Exhibit
  --------------     -------

        4            Instruments Defining the Rights of Stockholders. Reference
                     is made to Registrant's Registration Statement No.
                     000-28050 on Form 8-A, together with any exhibits thereto,
                     which are incorporated herein by reference pursuant to Item
                     3(c) to this Registration Statement.

       23.1          Consent of PricewaterhouseCoopers LLP, Independent
                     Accountants of the Company

       24            Power of Attorney. Reference is made to page II-4 of this
                     Registration Statement.

In lieu of including, as an exhibit, an Internal Revenue Service ("IRS")
determination letter that the Onyx Acceptance Corporation 401(k) Plan (the
"Plan") is qualified under Section 401 of the Internal Revenue Code or an
opinion of counsel concerning compliance with the requirements of ERISA, the
Registrant undertakes that it will submit the Plan, as amended, to the IRS in a
timely manner for such a determination letter and will make all changes required
by the IRS in order to so qualify the Plan.

Item 9. Undertakings

     A. The undersigned Registrant hereby undertakes: (1) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement: (i) to include any prospectus required by Section
10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act each such post-effective
amendment 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; and (3) to remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the Registrant's
401(k) Plan, Non-Qualified Deferred Compensation Plan and 1996 Stock
Option/Stock Issuance Plan.

                                      II-2
4

     B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this 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 1933 Act
may be permitted to directors, officers or controlling persons of the Registrant
pursuant to the indemnification provisions summarized in Item 6 or otherwise,
the Registrant has been advised that, in the opinion of the Commission, such
indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.

                                      II-3
5

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Foothill Ranch, State of California on this 16th day of
July, 2001.

                                                  ONYX ACCEPTANCE CORPORATION

                                                  By: /s/ JOHN W. HALL
                                                      --------------------------
                                                      JOHN W. HALL
                                                      President, Chief Executive
                                                      Officer and Director

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Onyx Acceptance Corporation 401(k) Plan has caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in
Foothill Ranch, State of California, on this 16th day of July, 2000.

                                                  ONYX ACCEPTANCE CORPORATION
                                                  401(k) PLAN

                                                  By: /s/ DON P. DUFFY
                                                      --------------------------
                                                      Don P. Duffy, Trustee

                                                  By: /s/ MICHAEL A. KRAHELSKI
                                                      --------------------------
                                                      Michael A. Krahelski,
                                                      Trustee

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

     That the undersigned officers and directors of Onyx Acceptance Corporation,
a Delaware corporation, do hereby constitute and appoint John W. Hall,
President, Chief Executive Officer and Director and Don P. Duffy, Executive Vice
President, Chief Financial Officer and Director, and each of them, the lawful
attorneys-in-fact and agents with full power and authority to do any and all
acts and things and to execute any and all instruments which said attorneys and
agents, and any one of them, determine may be necessary or advisable or required
to enable said corporation to comply with the Securities Act of 1933, as
amended, and any rules or regulations or requirements of the Securities and
Exchange Commission in connection with this Registration Statement. Without
limiting the generality of the foregoing power and authority, the powers granted
include the power and authority to sign the names of the undersigned officers
and directors in the capacities indicated below to this Registration Statement,
to any and all amendments, both pre-effective and post-effective, and
supplements to this Registration Statement, and to any and all instruments or
documents filed as part of or in conjunction with this Registration Statement or
amendments or supplements thereof, and each of the undersigned hereby ratifies
and confirms that all said attorneys and agents, or any one of them, shall do or
cause to be done by virtue hereof. This Power of Attorney may be signed in
several counterparts.

     IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

                                      II-4
6

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
SIGNATURE                                        TITLE                               DATE
              ---------                                        -----                               ----
/s/ JOHN W. HALL                          President, Chief Executive Officer and Director     July 16, 2000
------------------------------------
John W. Hall

/s/ DON P. DUFFY                          Executive Vice President, Chief Financial           July 16, 2000
------------------------------------      Officer and Director (Principal Financial and
Don P. Duffy                              Accounting Officer)

/s/ THOMAS C. STICKEL                     Chairman of the Board and Director                  July 16, 2000
------------------------------------
Thomas C. Stickel

/s/ G. BRADFORD JONES                     Director                                            July 16, 2000
------------------------------------
G. Bradford Jones

/s/ C. THOMAS MEYERS                      Director                                            July 16, 2000
------------------------------------
C. Thomas Meyers
II-5
7

                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                           ONYX ACCEPTANCE CORPORATION
8

                                  EXHIBIT INDEX

  Exhibit Number     Exhibit
  --------------     -------

        4            Instruments Defining the Rights of Stockholders. Reference
                     is made to Registrant's Registration Statement No.
                     000-28050 on Form 8-A, together with any exhibits thereto,
                     which are incorporated herein by reference pursuant to Item
                     3(c) to this Registration Statement.

       23.1          Consent of PricewaterhouseCoopers LLP, Independent
                     Accountants of the Company

       24            Power of Attorney. Reference is made to page II-4 of this
                     Registration Statement.

In lieu of including, as an exhibit, an Internal Revenue Service ("IRS")
determination letter that the Onyx Acceptance Corporation 401(k) Plan (the
"Plan") is qualified under Section 401 of the Internal Revenue Code or an
opinion of counsel concerning compliance with the requirements of ERISA, the
Registrant undertakes that it will submit the Plan, as amended, to the IRS in a
timely manner for such a determination letter and will make all changes required
by the IRS in order to so qualify the Plan.