<PAGE>

    As filed with the Securities and Exchange Commission on December 7, 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)

                                   ----------

                              MICHAEL A. KRAHELSKI
              SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
                           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       Proposed Maximum        Amount of
Title of Securities to be         Amount to be     Offering Price per     Aggregate Offering     Registration
Registered(1)                    Registered(2)          Share(3)               Price(3)             Fee(4)
-------------------------        -------------     ------------------     ------------------     ------------
<S>                              <C>               <C>                    <C>                    <C>

Common Stock, $0.01 par value    250,000 shares           $4.78               $1,195,000            $285.61
</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
     December 6, 2001, as reported by the Nasdaq National Market.

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

<PAGE>

                                     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,
                2001;

        (b)     The Registrant's Quarterly Reports on Form 10-Q for the
                three-month periods ended March 31, 2001, June 30, 2001 and
                September 30, 2001, filed with the SEC on May 15, 2001, August
                14, 2001 and November 14, 2001, respectively; 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, applicable law, 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


                                      II-1
<PAGE>

appropriate circumstances equitable remedies such as injunctive or other forms
of non-monetary relief will remain 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


                                      II-2
<PAGE>

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.

               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>

                                   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 7th
day of December 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 7th day of
December 2001.

                                         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>

               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        December 7, 2001
-----------------------------      and Director (Principal Executive
John W. Hall                       Officer)


/s/ DON P. DUFFY                   Executive Vice President, Chief           December 7, 2001
-----------------------------      Financial Officer and Director
Don P. Duffy                       (Principal Financial and Accounting
                                   Officer)

/s/ THOMAS C. STICKEL
-----------------------------      Chairman of the Board and Director        December 7, 2001
Thomas C. Stickel


/s/ G. BRADFORD JONES
-----------------------------      Director                                  December 7, 2001
G. Bradford Jones


/s/ C. THOMAS MEYERS
-----------------------------      Director                                  December 7, 2001
C. Thomas Meyers
</TABLE>


                                      II-5
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.


                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933


                           ONYX ACCEPTANCE CORPORATION

<PAGE>

                                  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": "a77571ors-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 20682}]
{"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": "333-74772", "film-number": "1808964"}, "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"}}
As filed with the Securities and Exchange Commission on December 7, 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)

                                   ----------

                              MICHAEL A. KRAHELSKI
              SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
                           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       Proposed Maximum        Amount of
Title of Securities to be         Amount to be     Offering Price per     Aggregate Offering     Registration
Registered(1)                    Registered(2)          Share(3)               Price(3)             Fee(4)
-------------------------        -------------     ------------------     ------------------     ------------
Common Stock, $0.01 par value    250,000 shares           $4.78               $1,195,000            $285.61
----------
(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
     December 6, 2001, as reported by the Nasdaq National Market.

(4)  Registration fee computed pursuant to Rule 457(h)(1).
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,
                2001;

        (b)     The Registrant's Quarterly Reports on Form 10-Q for the
                three-month periods ended March 31, 2001, June 30, 2001 and
                September 30, 2001, filed with the SEC on May 15, 2001, August
                14, 2001 and November 14, 2001, respectively; 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, applicable law, 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

                                      II-1
appropriate circumstances equitable remedies such as injunctive or other forms
of non-monetary relief will remain 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

                                      II-2
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.

               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
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 7th
day of December 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 7th day of
December 2001.

                                         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
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        December 7, 2001
-----------------------------      and Director (Principal Executive
John W. Hall                       Officer)

/s/ DON P. DUFFY                   Executive Vice President, Chief           December 7, 2001
-----------------------------      Financial Officer and Director
Don P. Duffy                       (Principal Financial and Accounting
                                   Officer)

/s/ THOMAS C. STICKEL
-----------------------------      Chairman of the Board and Director        December 7, 2001
Thomas C. Stickel

/s/ G. BRADFORD JONES
-----------------------------      Director                                  December 7, 2001
G. Bradford Jones

/s/ C. THOMAS MEYERS
-----------------------------      Director                                  December 7, 2001
C. Thomas Meyers
II-5
SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                           ONYX ACCEPTANCE CORPORATION
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.