content: <PAGE>   1
      As filed with the Securities and Exchange Commission on January 8, 1999
                                                       Registration No. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      --------
  
                                      FORM S-8
  
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                                MEDICALCONTROL, INC.
               (Exact name of registrant as specified in its charter)
  
  
  
        Delaware                                       75-2297429              
  (State of incorporation)                 (I.R.S. employer identification no.) 
  
    8625 King George Drive, Suite 300                       75235   
              Dallas, Texas                              (Zip code) 
  (Address of principal executive office)                
  
                           ------------------------------
  
                       Qualified Employee Stock Purchase Plan
                              (Full title of the plan)
  
  
     Stephanie McVay, General Counsel                        Susan Henderson     
            MedicalControl, Inc.                        Crouch & Hallett, L.L.P. 
    8625 King George Drive, Suite 300                     717 N. Harwood Street  
           Dallas, Texas 75235                                 Suite 1400        
             (214) 630-6368                                Dallas, Texas 75201   
                                                             (214) 953-0053      
  
  
           (Names, addresses and telephone numbers, including area codes,
                               of agents for service)
  
                           ------------------------------
  
  APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALES PURSUANT TO THE PLANS: Sales
  to the purchasers of securities proposed to be registered hereunder will occur
  from time to time after the effective date of this Registration Statement.
  
                           ------------------------------
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
                                                       Proposed Maximum       Proposed Maximum
      Title of Securities         Amount to be            Offering                Aggregate               Amount of
       to be Registered            Registered          Price Per Share         Offering Price         Registration Fee*
      -------------------         ------------         ----------------       ----------------        ----------------
  <S>                             <C>                  <C>                    <C>                     <C>
  Common Stock,                      60,000                 $7.57                  $454,200                $127.00
  $0.01 par value
  </TABLE>
  
  --------------------------------------------------------------------------------
  
  * Estimated solely for purposes of calculating the registration fee, which has
  been computed in accordance with Rule 457(h).
  
  
  <PAGE>   2
  
  
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
  
           The documents listed (i) through (iii) below are hereby incorporated by
  reference into this Registration Statement. All documents subsequently filed by
  the registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities
  Exchange Act of 1934 (the "1934 Act") prior to filing of a post-effective
  amendment which indicates that all securities offered have been sold or which
  deregisters all securities then remaining unsold, shall be deemed to be
  incorporated by reference herein and to be a part hereof from the date of filing
  of such documents.
  
           (i) The registrant's latest annual report filed pursuant to Section 13
  or 15(d) of the 1934 Act or the latest prospectus filed pursuant to Rule 424(b)
  or under the Securities Act of 1933, as amended, (the "1933 Act"), which
  contains, either directly or by incorporation by reference, certified financial
  statements for the registrant's latest fiscal year for which such statements
  have been filed.
  
           (ii) All other reports filed pursuant to Section 13(a) and 15(d) of the
  1934 Act since the end of the fiscal year covered by the annual reports or the
  prospectus referred to in (i) above.
  
           (iii) The description of the registrant's Common Stock, $.01 par value
  ("Common Stock") which is contained in the Company's latest registration
  statement filed under the 1934 Act, including any amendments or reports filed
  for the purpose of updating such description.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.
  
           Section 145 of the Delaware General Corporation Law ("Delaware GCL")
  empowers a corporation, subject to certain limitations, to indemnify its
  directors and officers against expenses (including attorney's fees, judgments,
  fines and certain settlements) actually and reasonably incurred by them in
  connection with any suit or proceeding to which they are a party so long as they
  acted in good faith and in a manner reasonably believed to be in or not opposed
  to the best interests of the corporation, and, with respect to a criminal action
  or proceeding, so long as they had no reasonable cause to believe their conduct
  to have been unlawful. The Registrant's By-laws provide that the Registrant
  shall indemnify its employees and agents as the Board of Directors may determine
  from time to time, to the fullest extent permitted by Section 145 of the
  Delaware GCL.
  
  
                                         -2-
  
  <PAGE>   3
  
  
  
           Section 102 of the Delaware GCL permits a Delaware corporation to
  include in its certificate of incorporation a provision eliminating or limiting
  a director's liability to a corporation or its stockholders for monetary damages
  for breaches of fiduciary duty. The enabling statute provides, however, that
  liability for breaches of the duty of loyalty, acts or omissions not in good
  faith or involving intentional misconduct, or knowing violations of the law, and
  the unlawful purchase or redemption of stock or payment of unlawful dividends or
  the receipt of improper personal benefits cannot be eliminated or limited in
  this manner. The Registrant's Certificate of Incorporation includes a provision
  that eliminates, to the fullest extent permitted, director liability for
  monetary damages for breaches of fiduciary duty.
  
           The Company has also agreed to indemnify its directors in their
  capacity as directors of the Company against any and all liability and
  reasonable expense that may be incurred by the director or directors in
  connection with or resulting from (a) any threatened, pending or completed
  action, claim, suit or proceeding, whether civil, criminal, administrative or
  investigative (each, a "Proceeding"), (b) an appeal in such a Proceeding or (c)
  any inquiry or investigation that could lead to such a Proceeding, all to the
  fullest extent permitted by Section 145 of the Delaware General Corporation Law.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
            5     Opinion of Stephanie McVay, Esq. (filed herewith).
  
           23(a)  Consent of Arthur Andersen LLP (filed herewith).
  
           23(b)  Consent of Stephanie McVay, Esq. (included as part of
                  Exhibit 5).
  
           24     Power of Attorney (see signature page of this Registration
                  Statement)
  
  ITEM 9.  UNDERTAKINGS.
  
            (1)     The undersigned registrant hereby undertakes:
  
                    (a) To file, during any period in which offers or sales are
            being made, a post-effective amendment to this registration statement
            to:
  
                        (i)   Include any prospectus required by Section 10(a)(3)
                    of the 1933 Act.;
  
                        (ii) Reflect in the prospectus any facts or events which,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in this registration
                    statement;
  
  
                                         -3-
  
  <PAGE>   4
  
  
  
                             (iii) Include any material information on 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 (i) and (ii) do not apply if the information
            required to be included in a post-effective amendment by those
            paragraphs 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 in this registration statement.
  
                    (b) 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 the time shall be
            deemed to be the initial bona fide offering thereof; and
  
                    (c) 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.
  
            (2) 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 (and,
  where applicable, each filing of an employee benefit plan's annual report
  pursuant to Section 15(d) of the 1934 Act) 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.
  
            (3) Insofar as indemnification for liabilities arising under the 1933
  Act may be permitted to directors, officers and controlling persons of the
  registrant pursuant to the certificate of incorporation or bylaws of the
  registrant or otherwise, the registrant has been advised that in the opinion of
  the Securities and Exchange Commission such indemnification is against public
  policy as expressed in the Act and is, therefore, unenforceable. In the event
  that a claim for indemnification against such liabilities (other than the
  payment by the registrant of expenses incurred or paid by a director, officer or
  controlling person of the registrant in the successful defense of any action,
  suit or proceeding) is asserted by such director, officer or controlling person
  in connection with the securities being registered, the registrant will, unless
  in the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether
  such indemnification by it is against public policy as expressed in the Act and
  will be governed by the final adjudication of such issue.
  
  
                                         -4-
  
  <PAGE>   5
  
  
  
                                     SIGNATURES
  
            Pursuant to the requirements of the Securities Act of 1933, the
  registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized in the City of Dallas and State of Texas on the 8th day of 
  January, 1999.
  
                                MEDICALCONTROL, INC.
  
  
                                By /s/ John Ward Hunt
                                   ------------------------------------------
                                    John Ward Hunt, President and
                                    Chief Executive Officer
  
  
                                  POWER OF ATTORNEY
  
            Each of the undersigned hereby appoints John Ward Hunt as his or her
  attorney and agent for the undersigned, with full power of substitution, for and
  in the name, place and stead of the undersigned, to sign and file with the
  Securities and Exchange Commission under the Securities Act of 1933 any and all
  amendments and exhibits to this Registration Statement and any and all
  applications, instruments and other documents to be filed with the Securities
  and Exchange Commission pertaining to the registration of the securities covered
  hereby, with full power and authority to do and perform any and all acts and
  things whatsoever requisite or desirable.
  
            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 January 8, 1999.
  
  <TABLE>
  <CAPTION>
  Signature                                Title
  ---------                                -----
  <S>                                      <C>
  /s/ John Ward Hunt                       President, Chief Executive Officer, Chief
  ------------------------------           Financial Officer and Chairman of the Board
  John Ward Hunt                           of Directors
                                           (Principal Executive Officer)
                                           
  /s/ David A. Hanson                      Vice President, Finance and Accounting
  ------------------------------           (Principal Financial Officer and Accounting 
  David A. Hanson                          Officer)
  
  
  ------------------------------           Director
  Robert W. Philip
  </TABLE>
  
  
                                         -5-
  
  <PAGE>   6
  
  
  
  /s/ William L. Amos, Jr.                                  Director
  ------------------------------
  William L. Amos, Jr., M.D.
  
  
  /s/ D. Samuel Coats                                       Director
  ------------------------------
  D. Samuel Coats
  
  
  
                                         -6-
  
  <PAGE>   7
  
                                   EXHIBIT INDEX
  
  <TABLE>
  <CAPTION>
  EXHIBIT
  NUMBER                          DESCRIPTION
  -------                         -----------
  <S>          <C>                                                  
    5          Opinion of Stephanie McVay, Esq. (filed herewith).
  
   23(a)       Consent of Arthur Andersen LLP (filed herewith).
  
   23(b)       Consent of Stephanie McVay, Esq. (included as part of
               Exhibit 5).
  
   24          Power of Attorney (see signature page of this Registration
               Statement)
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 14726}]
metadata_filer: {"company-data": {"conformed-name": "MEDICALCONTROL INC", "cik": "0000897546", "assigned-sic": "6324", "irs-number": "752297429", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-70301", "film-number": "99503099"}, "business-address": {"street1": "8625 KING GEORGE DR", "street2": "STE 300", "city": "DALLAS", "state": "TX", "zip": "75235", "phone": "2146306368"}, "mail-address": {"street1": "9649 WEBB CHAPEL RD", "street2": "STE 500", "city": "DALLAS", "state": "TX", "zip": "75220"}}
text: 1
      As filed with the Securities and Exchange Commission on January 8, 1999
                                                       Registration No. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      --------
  
                                      FORM S-8
  
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                                MEDICALCONTROL, INC.
               (Exact name of registrant as specified in its charter)
  
        Delaware                                       75-2297429              
  (State of incorporation)                 (I.R.S. employer identification no.) 
  
    8625 King George Drive, Suite 300                       75235   
              Dallas, Texas                              (Zip code) 
  (Address of principal executive office)                
  
                           ------------------------------
  
                       Qualified Employee Stock Purchase Plan
                              (Full title of the plan)
  
     Stephanie McVay, General Counsel                        Susan Henderson     
            MedicalControl, Inc.                        Crouch & Hallett, L.L.P. 
    8625 King George Drive, Suite 300                     717 N. Harwood Street  
           Dallas, Texas 75235                                 Suite 1400        
             (214) 630-6368                                Dallas, Texas 75201   
                                                             (214) 953-0053      
  
           (Names, addresses and telephone numbers, including area codes,
                               of agents for service)
  
                           ------------------------------
  
  APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALES PURSUANT TO THE PLANS: Sales
  to the purchasers of securities proposed to be registered hereunder will occur
  from time to time after the effective date of this Registration Statement.
  
                           ------------------------------
  
                           CALCULATION OF REGISTRATION FEE
  Proposed Maximum       Proposed Maximum
      Title of Securities         Amount to be            Offering                Aggregate               Amount of
       to be Registered            Registered          Price Per Share         Offering Price         Registration Fee*
      -------------------         ------------         ----------------       ----------------        ----------------
  Common Stock,                      60,000                 $7.57                  $454,200                $127.00
  $0.01 par value
  --------------------------------------------------------------------------------
  
  * Estimated solely for purposes of calculating the registration fee, which has
  been computed in accordance with Rule 457(h).
  2
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The documents listed (i) through (iii) below are hereby incorporated by
  reference into this Registration Statement. All documents subsequently filed by
  the registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities
  Exchange Act of 1934 (the "1934 Act") prior to filing of a post-effective
  amendment which indicates that all securities offered have been sold or which
  deregisters all securities then remaining unsold, shall be deemed to be
  incorporated by reference herein and to be a part hereof from the date of filing
  of such documents.
  
           (i) The registrant's latest annual report filed pursuant to Section 13
  or 15(d) of the 1934 Act or the latest prospectus filed pursuant to Rule 424(b)
  or under the Securities Act of 1933, as amended, (the "1933 Act"), which
  contains, either directly or by incorporation by reference, certified financial
  statements for the registrant's latest fiscal year for which such statements
  have been filed.
  
           (ii) All other reports filed pursuant to Section 13(a) and 15(d) of the
  1934 Act since the end of the fiscal year covered by the annual reports or the
  prospectus referred to in (i) above.
  
           (iii) The description of the registrant's Common Stock, $.01 par value
  ("Common Stock") which is contained in the Company's latest registration
  statement filed under the 1934 Act, including any amendments or reports filed
  for the purpose of updating such description.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.
  
           Section 145 of the Delaware General Corporation Law ("Delaware GCL")
  empowers a corporation, subject to certain limitations, to indemnify its
  directors and officers against expenses (including attorney's fees, judgments,
  fines and certain settlements) actually and reasonably incurred by them in
  connection with any suit or proceeding to which they are a party so long as they
  acted in good faith and in a manner reasonably believed to be in or not opposed
  to the best interests of the corporation, and, with respect to a criminal action
  or proceeding, so long as they had no reasonable cause to believe their conduct
  to have been unlawful. The Registrant's By-laws provide that the Registrant
  shall indemnify its employees and agents as the Board of Directors may determine
  from time to time, to the fullest extent permitted by Section 145 of the
  Delaware GCL.
  
                                         -2-
  3
  
           Section 102 of the Delaware GCL permits a Delaware corporation to
  include in its certificate of incorporation a provision eliminating or limiting
  a director's liability to a corporation or its stockholders for monetary damages
  for breaches of fiduciary duty. The enabling statute provides, however, that
  liability for breaches of the duty of loyalty, acts or omissions not in good
  faith or involving intentional misconduct, or knowing violations of the law, and
  the unlawful purchase or redemption of stock or payment of unlawful dividends or
  the receipt of improper personal benefits cannot be eliminated or limited in
  this manner. The Registrant's Certificate of Incorporation includes a provision
  that eliminates, to the fullest extent permitted, director liability for
  monetary damages for breaches of fiduciary duty.
  
           The Company has also agreed to indemnify its directors in their
  capacity as directors of the Company against any and all liability and
  reasonable expense that may be incurred by the director or directors in
  connection with or resulting from (a) any threatened, pending or completed
  action, claim, suit or proceeding, whether civil, criminal, administrative or
  investigative (each, a "Proceeding"), (b) an appeal in such a Proceeding or (c)
  any inquiry or investigation that could lead to such a Proceeding, all to the
  fullest extent permitted by Section 145 of the Delaware General Corporation Law.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
            5     Opinion of Stephanie McVay, Esq. (filed herewith).
  
           23(a)  Consent of Arthur Andersen LLP (filed herewith).
  
           23(b)  Consent of Stephanie McVay, Esq. (included as part of
                  Exhibit 5).
  
           24     Power of Attorney (see signature page of this Registration
                  Statement)
  
  ITEM 9.  UNDERTAKINGS.
  
            (1)     The undersigned registrant hereby undertakes:
  
                    (a) To file, during any period in which offers or sales are
            being made, a post-effective amendment to this registration statement
            to:
  
                        (i)   Include any prospectus required by Section 10(a)(3)
                    of the 1933 Act.;
  
                        (ii) Reflect in the prospectus any facts or events which,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in this registration
                    statement;
  
                                         -3-
  4
  
                             (iii) Include any material information on 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 (i) and (ii) do not apply if the information
            required to be included in a post-effective amendment by those
            paragraphs 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 in this registration statement.
  
                    (b) 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 the time shall be
            deemed to be the initial bona fide offering thereof; and
  
                    (c) 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.
  
            (2) 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 (and,
  where applicable, each filing of an employee benefit plan's annual report
  pursuant to Section 15(d) of the 1934 Act) 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.
  
            (3) Insofar as indemnification for liabilities arising under the 1933
  Act may be permitted to directors, officers and controlling persons of the
  registrant pursuant to the certificate of incorporation or bylaws of the
  registrant or otherwise, the registrant has been advised that in the opinion of
  the Securities and Exchange Commission such indemnification is against public
  policy as expressed in the Act and is, therefore, unenforceable. In the event
  that a claim for indemnification against such liabilities (other than the
  payment by the registrant of expenses incurred or paid by a director, officer or
  controlling person of the registrant in the successful defense of any action,
  suit or proceeding) is asserted by such director, officer or controlling person
  in connection with the securities being registered, the registrant will, unless
  in the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether
  such indemnification by it is against public policy as expressed in the Act and
  will be governed by the final adjudication of such issue.
  
                                         -4-
  5
  
                                     SIGNATURES
  
            Pursuant to the requirements of the Securities Act of 1933, the
  registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized in the City of Dallas and State of Texas on the 8th day of 
  January, 1999.
  
                                MEDICALCONTROL, INC.
  
                                By /s/ John Ward Hunt
                                   ------------------------------------------
                                    John Ward Hunt, President and
                                    Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
            Each of the undersigned hereby appoints John Ward Hunt as his or her
  attorney and agent for the undersigned, with full power of substitution, for and
  in the name, place and stead of the undersigned, to sign and file with the
  Securities and Exchange Commission under the Securities Act of 1933 any and all
  amendments and exhibits to this Registration Statement and any and all
  applications, instruments and other documents to be filed with the Securities
  and Exchange Commission pertaining to the registration of the securities covered
  hereby, with full power and authority to do and perform any and all acts and
  things whatsoever requisite or desirable.
  
            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 January 8, 1999.
  Signature                                Title
  ---------                                -----
  /s/ John Ward Hunt                       President, Chief Executive Officer, Chief
  ------------------------------           Financial Officer and Chairman of the Board
  John Ward Hunt                           of Directors
                                           (Principal Executive Officer)
                                           
  /s/ David A. Hanson                      Vice President, Finance and Accounting
  ------------------------------           (Principal Financial Officer and Accounting 
  David A. Hanson                          Officer)
  
  ------------------------------           Director
  Robert W. Philip
  -5-
  6
  
  /s/ William L. Amos, Jr.                                  Director
  ------------------------------
  William L. Amos, Jr., M.D.
  
  /s/ D. Samuel Coats                                       Director
  ------------------------------
  D. Samuel Coats
  
                                         -6-
  7
  
                                   EXHIBIT INDEX
  EXHIBIT
  NUMBER                          DESCRIPTION
  -------                         -----------
  5          Opinion of Stephanie McVay, Esq. (filed herewith).
  
   23(a)       Consent of Arthur Andersen LLP (filed herewith).
  
   23(b)       Consent of Stephanie McVay, Esq. (included as part of
               Exhibit 5).
  
   24          Power of Attorney (see signature page of this Registration
               Statement)