content: <PAGE>   1
  
                                            Registration Statement No. 333-_______
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                   ---------------
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                         THE SECURITIES EXCHANGE ACT OF 1933
  
                                        UICI
               (Exact name of registrant as specified in its charter)
  
                    DELAWARE                                   75-2044750
         (State or other jurisdiction of                      (IRS Employer
         incorporation or organization)                    Identification No.)
  
               4001 MCEWEN DRIVE,
                   SUITE 200,
                  DALLAS, TEXAS                                   75244
    (Address of principal executive offices)                   (Zip Code)
  
  
                        UICI 1998 EMPLOYEE STOCK OPTION PLAN
                         UICI 1998 AGENTS' STOCK OPTION PLAN
                              (Full title of the Plan)
  
                                        UICI
         Vernon R. Woelke, 4001 McEwen Drive, Suite 200, Dallas, Texas 75244
                       (Name and address of agent for service)
  
     Telephone number, including area code of agent for service: (972) 392-6700
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ====================================================================================================================================
                                                          Proposed               Proposed
          Title of                                        Maximum                Maximum
         Securities                Amount                 Offering               Aggregate              Amount of
           To be                    To be                  Price                 Offering             Registration
         Registered           Registered (1)(3)        Per share (2)             Price (2)               Fee (2)
         ----------           -----------------        -------------            -----------           ------------
  <S>                         <C>                      <C>                      <C>                   <C>
       Common Stock,              4,000,000                $15.00               $60,000,000           $  16,680.00
      $0.01 par value
  
  ====================================================================================================================================
  </TABLE>
  
  (1)      In addition, pursuant to Rule 416 promulgated under the Securities Act
           of 1933, this registration statement also covers an indeterminate
           amount of additional securities in order to adjust the number of
           securities reserved for issuance pursuant to the Plan as a result of a
           stock split, stock dividend or similar transaction affecting the common
           stock.
  
  (2)      Estimated solely for the purpose of calculating the registration fee,
           pursuant to Rule 457(h), on the basis of the exercise price being
           $15.00 per share.
  
  (3)      2,000,000 shares to be registered pursuant to UICI 1998 Employee Stock
           Option Plan and 2,000,000 shares pursuant to UICI 1998 Agents' Stock
           Option Plan.
  
  
  <PAGE>   2
  
  
  
                                       PART II
  
  ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE
  
           The following documents filed by the Registrant with the Securities and
  Exchange Commission are incorporated herein by reference and made a part hereof:
  
           (a)   Annual report on Form 10-K for the fiscal year ended December 31,
                 1998;
  
           (b)   The Registrant's Quarterly Report on Form 10-Q for the quarter
                 ended March 31, 1999; and
  
           (c)   Form 8-A for registration of certain classes of securities
                 pursuant to Section 12(b) or (g) of the Securities Exchange Act
                 of 1934 as filed on April 22, 1999, which contains a description
                 of the Registrant's Common Stock, $0.01 par value.
  
           In addition, each document filed by the Company pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
  after the date hereof, and prior to the termination of the offering shall be
  deemed to be incorporated by reference herein and to be part hereof from the
  date of filing of such documents.
  
  ITEM 4.        DESCRIPTION OF SECURITIES
  
           Not Applicable.
  
  ITEM 5.        INTEREST OF NAMED EXPERTS AND COUNSEL
  
           The consolidated financial statements and schedules of UICI appearing
  in UICI's Annual Report (Form 10-K) for the year ended December 31, 1998, have
  been audited by Ernst & Young LLP, independent auditors, as set forth in their
  report thereon included therein and incorporated herein by reference. Such
  consolidated financial statements are incorporated herein by reference in
  reliance upon such report given on the authority of such firm as experts in
  accounting and auditing.
  
  ITEM 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
           Section 145 of the General Corporation Law of Delaware authorizes
  indemnification of directors, officers and employees of Delaware corporations.
  Article VIII of the registrant's by-laws (i) authorizes the indemnification of
  directors and officers (the "Indemnitees") under specified circumstances to the
  fullest extent authorized by the General Corporation Law of Delaware, (ii)
  provides for the advancement of expenses to the Indemnitees for defending any
  proceedings related to the specified circumstances, (iii) gives the Indemnitees
  the right to bring suit against the registrant to enforce the foregoing rights
  to indemnification and advancement of expenses, and (iv) authorizes the
  registrant to maintain certain policies of insurance to protect itself and any
  of its directors, officers or employees. The registrant has an insurance policy
  
  
                                         2
  <PAGE>   3
  
  
  covering its directors and officers against certain personal liability, which
  may include liabilities under the Securities Act of 1933 as amended.
  
  ITEM 7.        EXEMPTION FROM REGISTRATION CLAIMED
  
           Not Applicable
  
  ITEM 8.        EXHIBITS
  
           4(i)(a) Certificate of Incorporation, as amended
  
           4(i)(b) Restated By-Laws, as amended (filed as Exhibit 3.2 to the Form
                   10-Q dated March 31, 1998, filed on May 14, 1998, File No.
                   0-14320 and incorporated herein by reference).
  
           5(i)    Opinion of Counsel regarding legality of securities.
  
           23      Auditors' Consent.
  
           24      Power of attorney.
  
  ITEM 9.  UNDERTAKINGS
  
  A.       Updating Disclosure
  
  The undersigned registrant hereby undertakes:
  
  (1)      To file, during any period in which offers of 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
                 Securities Act of 1933;
  
           (ii)  To reflect in the prospectus any facts or events arising after
                 the effective date if the 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 the registration statement.
                 Notwithstanding the foregoing, any increase or decrease in volume
                 of securities offered (if the total dollar value of securities
                 offered would not exceed that which was registered) and any
                 deviation from the low or high end of the estimated maximum
                 offering range may be reflected in the form of prospectus filed
                 with the Commission pursuant to Rule 424(b) if, in the aggregate
                 offering price set forth in the "Calculation of Registration Fee"
                 table in the effective registration statement.
  
           (iii) To include any material information with respect to the plan of
                 distribution not previously disclosed in the registration
                 statement or any material change to such information in the
                 registration statement;
  
  
                                         3
  <PAGE>   4
  
  
  Provided, however that paragraphs (1)(i) and (1)(ii) do not apply if the
  registration statement is on Form S-3, Form S-8 or Form F-3, and the information
  required to be included in a post-effective amendment by those paragraphs is
  contained in periodic reports filed with or furnished to the Commission by the
  registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
  1934 that are incorporated by reference in the registration statement.
  
  (2)      That, for the purpose of determining any liability under the Securities
           Act of 1933, 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.
  
  (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 offering.
  
  B. Subsequent Exchange Act Documents.
  
  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 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. Indemnification.
  
  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 of 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.
  
  
                                         4
  <PAGE>   5
  
  
                                     SIGNATURES
  
  Pursuant to the requirements of the Securities Exchange 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 Dallas, state of Texas.
  
                                                       UICI
  
                                By             /s/ GREGORY T. MUTZ
                                  ------------------------------------------------
                                                   Gregory T. Mutz,
                                           President and Chief Executive Officer
  Date August 13, 1999
  
  Pursuant to the requirements of Securities Exchange Act of 1933, this
  registration statement has been signed below by the following persons in the
  capacities and on the dates indicated.
  
  <TABLE>
  <CAPTION>
                                     SIGNATURE                                          DATE
                                     ---------                                          ----
  <S>                                                                              <C>
              -------------------------------------------------------
                                 Ronald L. Jensen
                        Chairman of the Board and Director
  
                                 GREGORY T. MUTZ*                                  August 13, 1999
              -------------------------------------------------------
                                 Gregory T. Mutz,
                  President, Chief Executive Officer and Director
  
                                RICHARD J. ESTELL*                                 August 13, 1999
              -------------------------------------------------------
                                 Richard J. Estell
                       Director and Executive Vice President
  
                               /s/ WILLIAM P. BENAC                                August 13, 1999
              -------------------------------------------------------
                                 William P. Benac,
                Executive Vice President (Chief Financial Officer)
  
                               /s/ VERNON R. WOELKE                                August 13, 1999
              -------------------------------------------------------
                                 Vernon R. Woelke,
                       Treasurer (Chief Accounting Officer)
  
                                RICHARD T. MOCKLER*                                August 13, 1999
              -------------------------------------------------------
                                Richard T. Mockler,
                                     Director
  
                               GEORGE H. LANE, III*                                August 13, 1999
              -------------------------------------------------------
                                George H. Lane, III
                                     Director
  
                                 STUART D. BILTON*                                 August 13, 1999
              -------------------------------------------------------
                                 Stuart D. Bilton
                                     Director
  
                              PATRICK J. MCLAUGHLIN*                               August 13, 1999
              -------------------------------------------------------
                               Patrick J. McLaughlin
                                     Director
  
          *By:                    /s/ GLENN W. REED                                August 13, 1999
              -------------------------------------------------------
                                      Glenn W. Reed
                                   (Attorney-in-Fact)
  </TABLE>
  
  
  
                                         5
  
  <PAGE>   6
  
  
                                    EXHIBIT INDEX
  
  
  <TABLE>
  <S>      <C>       <C>
           4(i)(a)  Certificate of Incorporation, as amended.
  
           4(i)(b)  Restated By-Laws, as amended, filed as Exhibit 3.2 to the
                    Form 10-Q dated March 31, 1998, filed on May 14, 1998,
                    File No. 0-14320.
  
           5(i)     Opinion of Counsel regarding legality of securities.
  
           23       Auditors' Consent.
  
           24       Power of attorney.
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15678}]
metadata_filer: {"company-data": {"conformed-name": "UICI", "cik": "0000773660", "assigned-sic": "6331", "irs-number": "752044750", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-85113", "film-number": "99687551"}, "business-address": {"street1": "4001 MCEWEN STE 200", "city": "DALLAS", "state": "TX", "zip": "75244", "phone": "9723926700"}, "mail-address": {"street1": "4001 MCEWEN SUITE 200", "city": "DALLAS", "state": "TX", "zip": "75244"}, "former-company": {"former-conformed-name": "UNITED INSURANCE COMPANIES INC", "date-changed": "19920703"}}
text: 1
  
                                            Registration Statement No. 333-_______
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                   ---------------
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                         THE SECURITIES EXCHANGE ACT OF 1933
  
                                        UICI
               (Exact name of registrant as specified in its charter)
  
                    DELAWARE                                   75-2044750
         (State or other jurisdiction of                      (IRS Employer
         incorporation or organization)                    Identification No.)
  
               4001 MCEWEN DRIVE,
                   SUITE 200,
                  DALLAS, TEXAS                                   75244
    (Address of principal executive offices)                   (Zip Code)
  
                        UICI 1998 EMPLOYEE STOCK OPTION PLAN
                         UICI 1998 AGENTS' STOCK OPTION PLAN
                              (Full title of the Plan)
  
                                        UICI
         Vernon R. Woelke, 4001 McEwen Drive, Suite 200, Dallas, Texas 75244
                       (Name and address of agent for service)
  
     Telephone number, including area code of agent for service: (972) 392-6700
  
                           CALCULATION OF REGISTRATION FEE
  ====================================================================================================================================
                                                          Proposed               Proposed
          Title of                                        Maximum                Maximum
         Securities                Amount                 Offering               Aggregate              Amount of
           To be                    To be                  Price                 Offering             Registration
         Registered           Registered (1)(3)        Per share (2)             Price (2)               Fee (2)
         ----------           -----------------        -------------            -----------           ------------
  Common Stock,              4,000,000                $15.00               $60,000,000           $  16,680.00
      $0.01 par value
  
  ====================================================================================================================================
  (1)      In addition, pursuant to Rule 416 promulgated under the Securities Act
           of 1933, this registration statement also covers an indeterminate
           amount of additional securities in order to adjust the number of
           securities reserved for issuance pursuant to the Plan as a result of a
           stock split, stock dividend or similar transaction affecting the common
           stock.
  
  (2)      Estimated solely for the purpose of calculating the registration fee,
           pursuant to Rule 457(h), on the basis of the exercise price being
           $15.00 per share.
  
  (3)      2,000,000 shares to be registered pursuant to UICI 1998 Employee Stock
           Option Plan and 2,000,000 shares pursuant to UICI 1998 Agents' Stock
           Option Plan.
  2
  
                                       PART II
  
  ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE
  
           The following documents filed by the Registrant with the Securities and
  Exchange Commission are incorporated herein by reference and made a part hereof:
  
           (a)   Annual report on Form 10-K for the fiscal year ended December 31,
                 1998;
  
           (b)   The Registrant's Quarterly Report on Form 10-Q for the quarter
                 ended March 31, 1999; and
  
           (c)   Form 8-A for registration of certain classes of securities
                 pursuant to Section 12(b) or (g) of the Securities Exchange Act
                 of 1934 as filed on April 22, 1999, which contains a description
                 of the Registrant's Common Stock, $0.01 par value.
  
           In addition, each document filed by the Company pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
  after the date hereof, and prior to the termination of the offering shall be
  deemed to be incorporated by reference herein and to be part hereof from the
  date of filing of such documents.
  
  ITEM 4.        DESCRIPTION OF SECURITIES
  
           Not Applicable.
  
  ITEM 5.        INTEREST OF NAMED EXPERTS AND COUNSEL
  
           The consolidated financial statements and schedules of UICI appearing
  in UICI's Annual Report (Form 10-K) for the year ended December 31, 1998, have
  been audited by Ernst & Young LLP, independent auditors, as set forth in their
  report thereon included therein and incorporated herein by reference. Such
  consolidated financial statements are incorporated herein by reference in
  reliance upon such report given on the authority of such firm as experts in
  accounting and auditing.
  
  ITEM 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
           Section 145 of the General Corporation Law of Delaware authorizes
  indemnification of directors, officers and employees of Delaware corporations.
  Article VIII of the registrant's by-laws (i) authorizes the indemnification of
  directors and officers (the "Indemnitees") under specified circumstances to the
  fullest extent authorized by the General Corporation Law of Delaware, (ii)
  provides for the advancement of expenses to the Indemnitees for defending any
  proceedings related to the specified circumstances, (iii) gives the Indemnitees
  the right to bring suit against the registrant to enforce the foregoing rights
  to indemnification and advancement of expenses, and (iv) authorizes the
  registrant to maintain certain policies of insurance to protect itself and any
  of its directors, officers or employees. The registrant has an insurance policy
  
                                         2
  3
  
  covering its directors and officers against certain personal liability, which
  may include liabilities under the Securities Act of 1933 as amended.
  
  ITEM 7.        EXEMPTION FROM REGISTRATION CLAIMED
  
           Not Applicable
  
  ITEM 8.        EXHIBITS
  
           4(i)(a) Certificate of Incorporation, as amended
  
           4(i)(b) Restated By-Laws, as amended (filed as Exhibit 3.2 to the Form
                   10-Q dated March 31, 1998, filed on May 14, 1998, File No.
                   0-14320 and incorporated herein by reference).
  
           5(i)    Opinion of Counsel regarding legality of securities.
  
           23      Auditors' Consent.
  
           24      Power of attorney.
  
  ITEM 9.  UNDERTAKINGS
  
  A.       Updating Disclosure
  
  The undersigned registrant hereby undertakes:
  
  (1)      To file, during any period in which offers of 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
                 Securities Act of 1933;
  
           (ii)  To reflect in the prospectus any facts or events arising after
                 the effective date if the 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 the registration statement.
                 Notwithstanding the foregoing, any increase or decrease in volume
                 of securities offered (if the total dollar value of securities
                 offered would not exceed that which was registered) and any
                 deviation from the low or high end of the estimated maximum
                 offering range may be reflected in the form of prospectus filed
                 with the Commission pursuant to Rule 424(b) if, in the aggregate
                 offering price set forth in the "Calculation of Registration Fee"
                 table in the effective registration statement.
  
           (iii) To include any material information with respect to the plan of
                 distribution not previously disclosed in the registration
                 statement or any material change to such information in the
                 registration statement;
  
                                         3
  4
  
  Provided, however that paragraphs (1)(i) and (1)(ii) do not apply if the
  registration statement is on Form S-3, Form S-8 or Form F-3, and the information
  required to be included in a post-effective amendment by those paragraphs is
  contained in periodic reports filed with or furnished to the Commission by the
  registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
  1934 that are incorporated by reference in the registration statement.
  
  (2)      That, for the purpose of determining any liability under the Securities
           Act of 1933, 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.
  
  (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 offering.
  
  B. Subsequent Exchange Act Documents.
  
  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 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. Indemnification.
  
  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 of 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.
  
                                         4
  5
  
                                     SIGNATURES
  
  Pursuant to the requirements of the Securities Exchange 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 Dallas, state of Texas.
  
                                                       UICI
  
                                By             /s/ GREGORY T. MUTZ
                                  ------------------------------------------------
                                                   Gregory T. Mutz,
                                           President and Chief Executive Officer
  Date August 13, 1999
  
  Pursuant to the requirements of Securities Exchange Act of 1933, this
  registration statement has been signed below by the following persons in the
  capacities and on the dates indicated.
  SIGNATURE                                          DATE
                                     ---------                                          ----
  -------------------------------------------------------
                                 Ronald L. Jensen
                        Chairman of the Board and Director
  
                                 GREGORY T. MUTZ*                                  August 13, 1999
              -------------------------------------------------------
                                 Gregory T. Mutz,
                  President, Chief Executive Officer and Director
  
                                RICHARD J. ESTELL*                                 August 13, 1999
              -------------------------------------------------------
                                 Richard J. Estell
                       Director and Executive Vice President
  
                               /s/ WILLIAM P. BENAC                                August 13, 1999
              -------------------------------------------------------
                                 William P. Benac,
                Executive Vice President (Chief Financial Officer)
  
                               /s/ VERNON R. WOELKE                                August 13, 1999
              -------------------------------------------------------
                                 Vernon R. Woelke,
                       Treasurer (Chief Accounting Officer)
  
                                RICHARD T. MOCKLER*                                August 13, 1999
              -------------------------------------------------------
                                Richard T. Mockler,
                                     Director
  
                               GEORGE H. LANE, III*                                August 13, 1999
              -------------------------------------------------------
                                George H. Lane, III
                                     Director
  
                                 STUART D. BILTON*                                 August 13, 1999
              -------------------------------------------------------
                                 Stuart D. Bilton
                                     Director
  
                              PATRICK J. MCLAUGHLIN*                               August 13, 1999
              -------------------------------------------------------
                               Patrick J. McLaughlin
                                     Director
  
          *By:                    /s/ GLENN W. REED                                August 13, 1999
              -------------------------------------------------------
                                      Glenn W. Reed
                                   (Attorney-in-Fact)
  5
  6
  
                                    EXHIBIT INDEX
  4(i)(a)  Certificate of Incorporation, as amended.
  
           4(i)(b)  Restated By-Laws, as amended, filed as Exhibit 3.2 to the
                    Form 10-Q dated March 31, 1998, filed on May 14, 1998,
                    File No. 0-14320.
  
           5(i)     Opinion of Counsel regarding legality of securities.
  
           23       Auditors' Consent.
  
           24       Power of attorney.