<PAGE>   1

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K


      FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)
[X]     Annual Report Pursuant to Section 13 or 15 (d) of the Securities 
        Exchange Act of 1934 For the fiscal year ended September 28, 1997
                                              
                                       or

[ ]     Transition Report Pursuant to Section 13 or 15(d) of the Securities 
        Exchange Act of 1934 For the transition period from _______________ to 
        _____________

                          Commission file number 0-5260

                                REMEDYTEMP, INC.
             (Exact Name of Registrant as Specified in Its Charter)

        California                                                 95-2890471
(State or Other Jurisdiction of                              (I.R.S.  Employer
Incorporation or Organization)                            Identification Number)

                             32122 Camino Capistrano
                      San Juan Capistrano, California 92675
               (Address of Principal Executive Offices) (Zip Code)

        Registrant's telephone number including area code: (714) 661-1211

        Securities Registered Pursuant to Section 12(b) of the Act: None

           Securities Registered Pursuant to Section 12(g) of the Act:

                                                           Name of Each Exchange
     Title of Each Class                                   on Which Registered
Class A common $.01 par value                             Nasdaq National Market

        Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

        Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of the Form 10-K or by
amendment to this Form 10-K. [X]

        The aggregate market value of the Class A Common Stock held by
non-affiliates of the registrant based upon the closing sales price of its
Common Stock on December 15, 1997 on the Nasdaq National Market was $81,205,584.

        The number of shares of Class A Common Stock outstanding as of December
15, 1997 was 6,015,933 and the number of shares of Class B Common Stock
outstanding as of December 15, 1997 was 2,930,733.

                       DOCUMENTS INCORPORATED BY REFERENCE

    Part I and Part II of this report incorporate information by reference from
the Company's Annual Report to Shareholders for the fiscal year ended September
28, 1997. The Company's Annual Report to Shareholders will be mailed to the
Securities and Exchange Commission (the "Commission") and the Company's
shareholders in connection with the Company's Annual Meeting of Shareholders
scheduled to be held on February 18, 1998. The registrant will file a definitive
Proxy Statement pursuant to Regulation 14A within 120 days of the end of the
fiscal year end September 28, 1997. Portions of the Company's Proxy Statement to
mailed to the shareholders in connection with the Company's Annual Meeting of
Shareholders, scheduled to be held on February 18, 1998, are incorporated by
reference in Part III of this report. Except for the portions expressly
incorporated by reference, the Company's Proxy Statement and Annual Report 
shall not be deemed to be part of this report.



<PAGE>   2




                                REMEDYTEMP, INC.
                          1997 FORM 10-K ANNUAL REPORT

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                     PART I
                                                                           PAGE NO.
                                                                           --------
<S>       <C>                                                               <C>
Item 1    Business                                                             3
Item 2    Properties                                                           7
Item 3    Legal Proceedings                                                    8
Item 4    Submission of Matters to a Vote of Security Holders                  8

                                      PART II

Item 5    Market for Registrant's Common Equity and 
          Related Shareholder Matters                                         10
Item 6    Selected Financial Data                                             10
Item 7    Management's Discussion and Analysis of Financial Condition 
          and Results of Operations                                           10
Item 8    Financial Statements and Supplementary Data                         10
Item 9    Changes in and Disagreements with Accountants on 
          Accounting and Financial Disclosure                                 10

                                    PART III

Item 10   Directors and Executive Officers of the Registrant                  11
Item 11   Executive Compensation                                              11
Item 12   Security Ownership of Certain Beneficial Owners and Management      11
Item 13   Certain Relationships and Related Transactions                      11

                                     PART IV

Item 14   Exhibits, Financial Statement Schedules and Reports on Form 8-K     12
Signatures                                                                    14

</TABLE>

                                       2

<PAGE>   3



                                     PART I

ITEM 1. BUSINESS

    In addition to historical information, the description of business below
includes certain forward-looking statements, including those related to the
Company's growth and strategies, future operating results and financial position
as well as economic and market events and trends. The Company's actual results
and financial position could differ materially from those anticipated in the
forward-looking statements as a result of various factors. These factors
include: competition, market conditions, the availability of sufficient
personnel, the Company's ability to sustain historical growth rates and margins
and control costs, and other risks and uncertainties as discussed below in the
"Risk Factors" section, and in Part 1 in the Company's Prospectus dated July 10,
1996. The following should be read in conjunction with the Consolidated
Financial Statements of the Company and Notes thereto.

GENERAL

    RemedyTemp, Inc., founded in 1965 and incorporated in California, is a
rapidly growing national provider of clerical and light industrial temporary
staffing services to industrial and service companies, professional
organizations and governmental agencies. The Company provides its services in 36
states through a network of 199 offices, of which 86 are Company-owned and 113
are independently-managed. During the twelve months ended September 28, 1997,
the Company placed approximately 130,000 temporary workers, known as
"associates," and provided over 35.4 million hours of staffing services to over
16,000 clients. From the beginning of fiscal 1993 through the end of fiscal
1997, the Company added 118 offices and increased revenues and income before
taxes at compound annual growth rates of 30.9% and 63.7% respectively, to $360.3
million and $17.4 million, respectively.

    The consolidated financial statements include the accounts of RemedyTemp,
Inc. (the "Company"), including its wholly-owned subsidiary, Remedy Insurance
Group, LTD ("RIG"). RIG is an offshore insurance captive domiciled in Bermuda,
incorporated in July, 1997 to provide the Company's direct and licensed offices 
with a self-insured workers' compensation program.

    The Company has positioned itself to take advantage of trends in the
temporary staffing industry, such as increased integration of temporary workers
as a significant, long-term workforce component in both manufacturing and
service-oriented companies and increased outsourcing by clients or businesses of
certain staffing functions. The Company focuses on the clerical and light
industrial sectors of the nation's temporary workforce, which together comprise
approximately 71% of the nation's temporary staffing industry revenues,
according to the National Association of Temporary and Staffing Services
("NATSS"), an independent trade organization for the staffing industry. Through
the use of innovative technologies and value-added services, the Company strives
to partner with its clients to deliver total solutions to their temporary
staffing needs. The Company's expertise in providing associates who possess the
skills and attitudinal characteristics necessary to "fit" into clients'
organizations and perform at a superior level distinguishes the Company as a
premium provider of temporary staffing services.

    Over the past four years, the Company has invested significant human and
financial resources in the development of proprietary technologies designed to
enable the Company to provide its clients with premium temporary workers and
unique value-added services. The Company's proprietary technologies are
maintained and offered in the following three interactive systems: Human
Performance Technology ("HPT(R)"), an innovative series of multimedia
evaluations used to profile the attitudinal characteristics of the Company's
associates; IntelliSearch(SM), a computer database used to classify, search and
match the Company's associates to job openings using parameters based upon
client needs; and Employee Data Gathering and Evaluation ("EDGE(R)"), a
proprietary computer system installed at client locations to coordinate
scheduling and track job performance of the client's entire temporary workforce.
EDGE(R) also has the capability to customize invoices and utilization reports.
Management believes that these technologies give the Company advantages over
competing temporary staffing companies that do not provide similar value-added
services.

THE STAFFING INDUSTRY

    Revenues for the United States temporary staffing services industry were
projected by NATSS to have exceeded $43.6 billion in 1996. This represents an
increase of approximately 11.2% over 1995 and, since 1992, industry revenues
have increased at a compound annual rate of approximately 15.0%. Economic and
social factors have increased the portion of the non-farm U.S. workforce working
on a temporary basis from 1.0% in 1991 to 1.9% in 1996, according to NATSS.
NATSS estimates that there are now approximately 2.5 million workers employed
nationwide by temporary staffing services providers. According to NATSS, more
than 90% of all businesses in the United States utilize staffing services.



                                       3

<PAGE>   4

    The staffing services industry was once used predominately as a short-term
solution for greater workforce needs during peak production periods and to
replace workers who were abruptly terminated or who were absent due to illness
or vacation. Since the late 1980s, the use of temporary services has evolved
into a permanent and significant component of the staffing plans of many
employers. Corporate restructuring, government regulations, advances in
technology, and the desire by many companies to shift employee costs from a
fixed to a variable expense have resulted in the use of a wide range of staffing
alternatives by businesses. In addition, the high cost of recruitment and the
risk of employment litigation have led to increasing use of temporary staffing
as a means of evaluating the qualifications of personnel before hiring them on a
full-time basis, as well as accomplishing reductions in workforce without the
risk of wrongful termination liability.

    The clerical and light industrial sectors represent the largest two sectors
of the temporary staffing industry. A staffing industry report by NATSS, based
on 1996 revenues, reported that the office and clerical sector accounted for
$16.9 billion or approximately 39% of the temporary staffing industry revenues,
while the light industrial sector accounted for $13.9 billion or approximately
32% of industry revenues. According to NATSS, from 1992 through 1996, industry
revenues for the office and clerical sector increased by approximately $5.3
billion, representing a compound annual growth rate of approximately 10%, and
industry revenues for the light industrial sector increased by approximately
$7.0 billion, representing a compound annual growth rate of approximately 19.5%.
In the aggregate, these two sectors constituted approximately 66.0% of the $18.7
billion increase in industry revenues during the period.

OPERATIONS

    The Company provides temporary personnel in two industry sectors: clerical
and light industrial.

    Clerical Services. As the use of temporary staffing has become more
prevalent, the range of clerical positions provided by the Company has expanded
beyond traditional secretarial staff to include a broad range of general
business environment personnel. Clerical services include executive assistants,
word processors, customer service representatives, data entry operators,
accountants, bookkeepers, hosts, telemarketers, computer operators, and other
general office staff.

    Light Industrial Services. Light industrial services personnel are furnished
for a variety of assignments including assembly work (such as mechanical
assemblers, general assemblers, solderers and electronic assemblers), factory
work (including merchandise packagers, machine operators, and pricing and
tagging personnel), warehouse work (such as general laborers, stock clerks,
material handlers, order pullers, forklift operators, palletizers and
shipping/receiving clerks), technical work (such as lab technicians, quality
control technicians, bench technicians, test operators, electronic technicians,
inspectors, drafters, checkers, designers, expediters, buyers, electronic
engineers and mechanical engineers) and general services (such as maintenance
and repair personnel, janitors and food service workers).

Office Organization.

    The Company provides its services through a network of 199 office locations,
86 of which are owned and operated by the Company and 113 of which are operated
as franchised or licensed offices. The table on the following page sets forth 
the geographic distribution of the Company-owned and independently-managed 
offices.

                                       4

<PAGE>   5
<TABLE>
<CAPTION>

                            COMPANY-OWNED       LICENSED AND          TOTAL
                               OFFICES        FRANCHISED OFFICES     OFFICES
                               -------        ------------------     -------
<S>                         <C>               <C>                    <C>
  California..............         74                   2               76
  Western Region(1).......          5                  18               23
  Midwestern Region(2)....          4                  29               33
  Southeastern Region(3)..          3                  45               48
  Northeastern Region(4)..          0                  19               19
                                   --                ----             ----
  Total...................         86                 113              199
                                   ==                ====             ====
</TABLE>


(1) Includes Arizona, Colorado, Hawaii, Idaho, Nevada, New Mexico, Oregon, Utah
    and Washington.

(2) Includes Illinois, Indiana, Kansas, Michigan, Minnesota, Missouri, Ohio and
    Wisconsin.

(3) Includes Alabama, Arkansas, Florida, Georgia, Kentucky, Louisiana, North
    Carolina, Oklahoma, South Carolina, Tennessee, Texas and Virginia.

(4) Includes Connecticut, Maryland, Massachusetts, New Jersey, New York and
    Pennsylvania

Company-Owned Offices.

    The Company-owned offices are concentrated in California, with locations in
nine other states. These offices are organized into four regions, each managed
by a Regional Vice President and other regional staff who provide operational
support for the offices in their regions. Each Company-owned office has an
on-site manager who is accountable for the day-to-day operations and
profitability of that office.

    Managers report to their Regional Vice Presidents, and together they are
responsible for sales, client development and retention, recruitment, placement
and retention of associates, and general administration for their respective
offices and regions. The Company believes that its decentralized structure
contributes to the initiative and commitment of its management team and that its
incentive compensation approach motivates managers to increase profits.

    Company-owned offices had average sales per office of approximately $2.6
million for fiscal 1997. The Company often pursues a "fill-in" strategy to
expand its market penetration by transferring clients on the periphery of an
existing office's territory to a newly-opened office, which can then use those
established accounts as a base for further expansion. The density of
Company-owned offices in certain areas also enables the Company to spread fixed
costs such as advertising, recruiting and administration over a larger revenue
base, and also to share associates and provide clients with superior coverage
and service capabilities. In addition, the Company has divided highly successful
Company-owned offices into separate clerical and light industrial offices,
allowing each to specialize and further penetrate its market.

Independently-Managed Offices.

    Independently-managed offices, structured in either franchise or license
format, have been an important element of the Company's growth strategy over the
last nine years. Such offices have enabled the Company to expand into new
markets with highly qualified franchisees and licensees, without significant
capital expenditures. Most of the Company's offices outside California are
independently-managed. Independent office agreements have ten-year terms and are
renewable for successive five-year terms. Such agreements cover exclusive
geographic territories and contain minimum revenue performance standards.

    Franchises. The Company employed a traditional franchise model from 1987
until 1990. As of September 28, 1997, 20 of the Company's 113
independently-managed offices were franchises. Franchisees pay all lease and
working capital costs, fund payroll and collect clients' accounts. Franchisees
pay the Company an initial franchise fee and royalties equal to approximately 7%
of gross billings. Royalty fees are reduced when the franchisee serves a
national client, since they typically have lower margins, causing actual
royalties to be 6.3%-7.0% of franchise gross billings over the last five years.
Franchisees employ all office management staff and all temporary personnel
affiliated with their offices. The Company provides training, the right to use
the Company's service marks and business model, proprietary computer programs
and operational support.

    Licenses. Since 1990, the Company has recruited new independent office
managers as licensees. The Company switched from franchise to license format to
exercise more control over the collection and tracking of the receivables of the
independently-managed offices and to allow the Company to grow without being
limited by the financial resources of franchisees. As of September 28, 1997, 93
of the Company's 113 independently-managed office locations were licensed
offices. The license format differs from the franchise format in that the
Company acts as the employer of all temporary personnel affiliated with the
office. The Company funds payroll, collects clients' accounts, and remits to the
licensee 60-70% of the office's gross profit, based on the level of hours billed
during the contract year.


                                       5


<PAGE>   6



CLIENTS

    During the twelve months ended September 28, 1997, the Company served over
16,000 clients nationwide. The Company's ten highest volume clients in fiscal
1997 accounted for approximately 13.4% of the Company's system-wide gross
billings. No single client accounted for more than 5% of the Company's
system-wide gross billings for fiscal 1997.

COMPETITION

    The temporary services industry is highly competitive with limited barriers
to entry. The Company believes that no single competitor has more than a 14%
share of the national temporary services market. The largest competitors of the
Company include Adecco Employment Services, Interim Services, Inc., Kelly
Services, Inc., Manpower Inc., Norrell Corporation, Robert Half International,
Inc. and The Olsten Corporation. These and other large competitors have
nationwide operations with substantially greater resources than the Company,
which among other things could enable them to attempt to maintain or increase
their market share by reducing prices. In addition, there are a number of other
medium-sized firms that are regional or emphasize specialized niches and compete
with the Company in certain markets where they have a stronger presence.
Finally, numerous small or single-office firms compete effectively with the
Company's offices in their limited areas.

    The Company's management believes that the most important competitive
factors in obtaining and retaining its targeted clients are an understanding of
a customer's specific job requirements, the ability to provide qualified
temporary personnel in a timely manner and the quality and price of services.
The primary competitive factors in obtaining qualified candidates for temporary
employment assignments are wages, benefits and responsiveness to work schedules.

    The Company expects ongoing vigorous competition and pricing pressure from
both national, regional and local providers, and there is no assurance that the
Company will be able to maintain or increase its market share or gross margins.

WORKERS' COMPENSATION

    As of July 22, 1997, the Company began a self-insured workers' compensation
program for direct and licensed offices, administered through RIG. Management
believes this program allows the Company to control its claims administration,
allocate safety resources where they are needed and develop efficient and cost
effective methods of financing workers' compensation. The Company is responsible
for individual claims up to $250,000 and has purchased excess liability coverage
for individual claims greater than $250,000 and aggregate claims greater than
$7.5 million.

EMPLOYEES

    As of September 28, 1997, the Company had a staff of approximately 480
individuals (excluding temporary associates). Approximately 130,000 temporary
associates were placed by the Company during fiscal 1997, of which approximately
57,000 were employed by Company-owned offices and approximately 73,000 were
employed by independently-managed offices. At any given time during 1997, only a
portion of these employees were assigned. The Company has no collective
bargaining agreements and believes its employee relations are good.

GOVERNMENTAL REGULATION

    The Company's marketing and sale of franchises and licenses is regulated by
the Federal Trade Commission and by authorities in 19 states. Additionally, 15
of the 36 states in which the Company provides its services require franchisers
to file a registration application, provide notice or qualify for an exemption.
The Company has filed the appropriate registration application or provided
notice in seven of these states and has obtained an exemption from such
registration requirements in the remaining eight states. The Company files and
distributes to prospective franchisees and licensees Franchise Offering
Circulars and other materials in order to comply with such registration and
disclosure requirements. In addition, the Company's ongoing relationships with
its franchisees and licensees are regulated by applicable federal and state
franchise laws.



                                       6


<PAGE>   7



PROPRIETARY RIGHTS AND SYSTEMS

    The Company has developed, either internally or through hired consultants,
its HPT(R), EDGE(R), IntelliSearchSM and RemXSM computer systems. These
proprietary systems are trade secrets of the Company and the Company has
copyrights to certain software used in these systems.

    The Company has registered the service marks REMEDY(R), REMEDY TEMPORARY
SERVICES(R), REMEDYTEMP(R), INTELLIGENT STAFFING(R), HIRE INTELLIGENCE(R),
EDGE(R), VSM(R), HPT(R), and THE INTELLIGENT TEMPORARY(R) with the U.S. Patent &
Trademark Office. In addition, the Company asserts ownership of, and has filed
applications with the U.S. Patent & Trademark Office to register, the service
marks RemXSM, STARSSM, NON-STOPSM, INTELLISEARCHSM and WE WON'T SEND YOU A
DUMMYSM. These marks are used by the Company and its licensees and franchisees.

RISK FACTORS

Among the risks affecting the Company are the following:

    Fluctuations in the General Economy. Demand for temporary services is
significantly affected by the general level of economic activity. As economic
activity slows, many companies reduce their use of temporary employees before
undertaking layoffs of their full-time employees. Further, in an economic
downturn, the Company may face pricing pressure from its customers and increased
competition from other staffing companies, which could have a material adverse
effect on the Company's business. Since the Company currently derives more than
half of its system-wide billings from the California market (approximately 52.4%
in fiscal 1997), an economic downturn in California would have a greater impact
on the Company than if the Company had a more widely dispersed revenue base.

    Competitive Market. The temporary services industry is highly competitive
with limited barriers to entry. The Company competes in national, regional and
local markets with full service agencies and with specialized temporary services
agencies. Many competitors are smaller than the Company but have an advantage
over the Company in discrete geographic markets because of their stronger local
presence. Other competitors are more well-known and have greater marketing and
financial resources than the Company, which among other things could enable them
to attempt to maintain or increase their market share by reducing prices. The
Company expects the level of competition to remain high, and competitive pricing
pressures may have an adverse effect on the Company's operating margins.

    Ability to Continue Company Growth. The Company has grown rapidly in recent
years by opening new offices and increasing the volume of services provided
through existing offices. There can be no assurance that the Company will
continue to be able to maintain or expand its market presence in its current
locations or to successfully enter other markets. The ability of the Company to
continue its growth will depend on a number of factors including existing and
emerging competition, the availability of working capital to support such
growth, and the Company's ability to maintain margins in the face of pricing
pressures, find and retain new qualified licensees and office managers, recruit
and train additional qualified temporary personnel, and manage costs.

    Franchising and Licensing Risks. The Company derives a substantial amount of
its revenues (approximately 38.5% in fiscal 1997) from franchised and licensed
operations. The ownership of the Company's franchised and licensed offices is
concentrated, with the ten largest franchisees and licensees together accounting
for approximately 21.6% of the Company's system-wide billings in fiscal 1997.
The loss of one or more of these relationships, or other franchisees or
licensees who may in the future account for a significant portion of the
Company's revenues, could have a material adverse effect on the Company's
results of operations.

ITEM 2.  PROPERTIES

    The Company does not own any real property. The Company leases its 13,185
square foot national headquarters corporate facility in San Juan Capistrano,
California from Mitchell Land and Improvement Company, at a cost of $14,583 per
month ($1.11 per square foot per month.) The lease agreement term is two years,
beginning July 15, 1997. The lease includes a 60-day cancellation clause and
provides for the Company to pay property taxes, insurance and certain other
operating expenses applicable to the leased property.

    On April 17, 1997, the Company executed a lease with Parker-Summit, LLC for
a new national headquarters corporate facility. The lease agreement provides for
leased premises, projected to be approximately 52,500 square feet in size, at a
fixed rate of $1.93 per square foot per month, for a fixed term of five and
one-half years from the date of occupancy. In addition to base rent, after the
first year of occupancy the Company is obligated to pay a portion of the
increase in operating costs 



                                       7


<PAGE>   8

and real property taxes for the leased premises. The Company has an option to
renew the lease after the initial term for an additional term of five years. It
is anticipated that the leased premises will be completed and ready for
occupancy in August 1998.

    Prior to July, 1997 the Company leased its national headquarters corporate
facility from the principal shareholder and Chairman of the Company, Robert E.
McDonough, Sr. The lease provided for the payment of property taxes, insurance
and certain other operating expenses applicable to the leased property by the
lessee. In September 1996, the lease expired and the lease term became
month-to-month through July 1997.

    As of September 28, 1997, the Company leased the space occupied by all 86 of
its Company-owned offices. The Company selects the sites for these offices by
evaluating proximity to potential clients and available temporary personnel. The
Company assists its franchisees and licensees in selecting sites for
independently-managed offices, but presently does not own and is not obligated
under any leases at these sites.

ITEM 3. LEGAL PROCEEDINGS

    From time to time, the Company becomes a party to litigation incidental to
its business. The Company maintains insurance coverage that management believes
is reasonable and prudent for the business risks that the Company faces. In
management's opinion, no pending legal proceeding is likely to have a material
adverse effect on the Company.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    No matters were submitted to a vote of the Company's security holders during
the Company's fourth quarter of the fiscal year ended September 28, 1997.

EXECUTIVE OFFICERS OF THE REGISTRANT

    The executive officer employees of the Company and their respective ages as
of September 28, 1997, are set forth below.
<TABLE>
<CAPTION>

        NAME                  AGE              POSITION(S) HELD
        ----                  ---              ----------------

<S>                           <C>     <C>                                  
Robert E. McDonough, Sr.      75      Chairman of the Board of Directors
Paul W. Mikos                 52      Chief Executive Officer, President and Director
Alan M. Purdy                 57      Senior Vice President and Chief Financial Officer
Jeffrey A. Elias              40      Senior Vice President, Human Resources and Administration
William M. Herbster           45      Vice President, Marketing
Norman H. Leibson             52      Vice President, Information Technology
Rosemary F. Beck              51      Vice President, Operations--Northern Region
Alice M. Bowers               47      Vice President, Operations--Southwest Region
Warren Heeg, Jr.              61      Vice President, Client Relations
Delza de Avellar Neblett      46      Vice President, Caller Access Division
Joseph J. Pulaski             64      Vice President, Light Industrial/Technical Division
Richard G. Rhydderch          60      Vice President, Franchise/License Development
Karin Somogyi                 39      Vice President, Franchise/License Operations
Susan McDonough Mikos         50      Director, Corporate Secretary
</TABLE>

    Robert E. McDonough, Sr. has served as Chairman of the Board of Directors of
the Company (the "Board") since August 1978. Mr. McDonough founded the Company
in 1965 and has been continuously involved in the management and long-term
operation and planning of the Company since that time. For 29 years, until May
1994, he served as the Company's Chief Executive Officer. Mr. McDonough is the
father of Susan McDonough Mikos and the father-in-law of Paul W. Mikos.

    Paul W. Mikos has served in various positions in the Company since 1977,
including as President since 1985. Mr. Mikos has served as Chief Executive
Officer of the Company since January 1996 and as a Director of the Company since
May 1993. From May 1994 until January 1996, he served as Co-Chief Executive
Officer of the Company. Prior to joining the Company, Mr. Mikos worked for ARA
as a Regional Sales Director from August 1976 until October 1977. From July 1968
until August 1976, Mr. Mikos worked for IBM in sales management. Mr. Mikos is
the husband of Susan McDonough Mikos, the brother of Alice Bowers and the
son-in-law of Robert E. McDonough, Sr.

                                       8

<PAGE>   9

    Alan M. Purdy has served as Senior Vice President and Chief Financial
Officer since November 1996 and prior to that as Vice President and Chief
Financial Officer since February 1994. From January 1993 until December 1993, he
was Senior Vice President and Chief Financial Officer of Builder's Emporium, a
division of Collins and Aikman Group, Inc. From March 1988 until August 1992, he
was Senior Vice President and Chief Financial Officer of HUB Distributing, Inc.
(d.b.a. Millers Outpost), a subsidiary of American Retail Group. From January
1986 until October 1987, he was Senior Vice President and Chief Financial
Officer of Robinson's of Florida, a subsidiary of The May Department Stores
Company. From April 1983 until January 1986, he served as Senior Vice President
and Chief Financial Officer of B. Dalton Booksellers, a subsidiary of the Dayton
Hudson Corp.

    Jeffrey A. Elias has served as Senior Vice President, Human Resources and
Administration since November 1996 and prior to that as Vice President, Human
Resources and Risk Management since December 1992. From January 1991 to December
1992, he was Director, Human Resources and Risk Management for Adia Services,
Inc.

    William M. Herbster has served as Vice President, Marketing since January
1994. From January 1985 until January 1994, he was with Manpower, Inc., a
temporary staffing company, as Director of U.S. Marketing from April 1990 to
January 1994, Manager of Office Automation Services from September 1987 to April
1990, and Marketing Manager, Great Lakes and Northeast Region from January 1985
to September 1987.

    Norman H. Leibson has served as Vice President, Information Technology
Systems since November 1994. From March 1992 until November 1994, Mr. Leibson
was a Vice President of HUB Distributing, Inc. (d.b.a. Millers Outpost), a
subsidiary of American Retail Group, and from November 1983 until August 1992,
he was a Vice President of Carter Hawley Hale.

    Rosemary F. Beck has served as Vice President, Operations--Northern Region
since February 1992. Ms. Beck came to the Company in 1992 after fourteen years
in the temporary staffing industry with Adia Services, Inc., a temporary
staffing company, where she held various positions including Senior Area Vice
President.

    Alice M. Bowers has served as Vice President, Operations--Southwest Region
since March 1995. Ms. Bowers began her tenure at the Company in June 1978 as a
Branch Manager and has served as an Area Leader, Regional Manager, Assistant
Vice President, Operations and Consultant to the Company. Ms. Bowers is the
sister of Paul W. Mikos.

    Warren J. Heeg, Jr. has served as Vice President, Client Relations since
April 1996. From July 1994 until March 1996, Mr. Heeg was the Company's Vice
President, Franchise Sales and, from November 1989 until June 1994, he served as
the Company's Vice President, National Accounts.

    Delza de Avellar Neblett has served as Vice President, Caller Access since
November 1996 and prior to that as Vice President, Operations and Systems since
January 1996. Ms. Neblett began her career with the Company in 1988. From August
1992 to October 1994 she served as a Vice President of the Company, designing
and implementing the Company's IntelliSearchSM, HPT(R) and Non-StopSM systems.

    Joseph J. Pulaski has served as Vice President, Light Industrial/Technical
Division since 1990. He began his career with the Company in 1976 and has at
various times held the positions of Director of Marketing and President of the
Company.

    Richard G. Rhydderch has served as Vice President, Franchise/License
Development since May 1988. From April 1986 until April 1988, Mr. Rhydderch was
Vice President, Franchise Marketing/Sales for Snelling & Snelling, Inc., an
employment services company. From March 1985 until April 1986, he was National
Franchise Sales Director for Tender Sender, Inc., a shipping and gift-wrap
company.

    Karin Somogyi has served as Vice President, Franchise/License Operations
since November 1995. From October 1993 until October 1995, she was the Company's
Assistant Vice President, Franchise Operations. Before joining the Company, Ms.
Somogyi was with Adia Services, Inc., as Director of Franchise Services from
January 1991 until September 1993, and as Franchise Sales Executive from January
1990 until January 1991.

    Susan McDonough Mikos has served as the Company's Corporate Secretary since
January 1996 and has been a Director of the Company since November 1992. For the
past five years, Ms. Mikos has been a homemaker. Ms. Mikos is the daughter of
Robert E. McDonough, Sr., and the wife of Paul W. Mikos.


                                       9
<PAGE>   10



                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

    Since July 11, 1996, the Company's Class A Common Stock has been traded on
The Nasdaq National Market under the symbol "REMX." Prior to July 11, 1996, the
Company's stock was not publicly traded. The high and low sales prices for the
Class A Common Stock as reported by The Nasdaq National Market for the period of
July 11, 1996 to September 29, 1996 were $20.25 and $13.00, respectively. The
following table sets forth the same data for fiscal 1997:

<TABLE>
<CAPTION>

                                       FOR THE THREE MONTHS ENDED
                            --------------------------------------------------
                            DECEMBER 29,  MARCH 30,   JUNE 29, SEPTEMBER 28,
                                1996        1997        1997       1997
                                ----        ----        ----       ----

<S>                         <C>         <C>          <C>         <C>    
 High ......................$  22.50    $  20.00     $  18.75    $ 22.75
 Low........................$  14.25    $  15.13     $  14.88    $ 17.00
</TABLE>

    As of December 3, 1997, there were an estimated 1,520 shareholders of
record, of which an estimated 1,463 were beneficial shareholders of the
Company's Class A Common Stock, and there were ten shareholders of record of the
Company's Class B Common Stock.

    Except for the S corporation distributions prior to the Company's initial
public offering (the "Offering") and the declared dividend to the Company's
pre-Offering shareholders as discussed in Note 1 to the Consolidated Financial
Statements, incorporated by reference from the Company's Annual Report to
Shareholders (see Item 8 of this report), the Company has not paid cash
dividends on its Class A or Class B Common Stock and does not anticipate that it
will do so in the foreseeable future. The present policy of the Company is to
retain earnings for use in its operations and the expansion of its business.

ITEM 6. SELECTED FINANCIAL DATA

    Information as to Selected Financial Data required by this item is
incorporated by reference from the Company's Annual Report to Shareholders for
the fiscal year ended September 28, 1997, under the heading "Selected Financial
Data," to be mailed to the Commission and the Company's shareholders prior to
the Company's Annual Meeting of Shareholders, which is scheduled to be held
February 18, 1998.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
        RESULTS OF  OPERATIONS

    Information as to Management's Discussion and Analysis of Financial
Condition and Results of Operations required by this item is incorporated by
reference from the Company's Annual Report to Shareholders for the fiscal year
ended September 28, 1997 under the heading "Management's Discussion and Analysis
of Consolidated Financial Condition and Results of Operations," to be mailed to
the Commission and the Company's shareholders prior to the Company's Annual
Meeting of Shareholders, which is scheduled to be held February 18, 1998.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

    Information as to Financial Statements and Supplementary Data required by
this item is incorporated by reference from the Company's Annual Report to
Shareholders for the fiscal year ended September 28, 1997, under the section
"Financial Statements and Notes thereto," to be mailed to the Commission and the
Company's shareholders prior to the Company's Annual Meeting of Shareholders,
which is scheduled to be held February 18, 1998.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 
        FINANCIAL DISCLOSURE

    None.


                                       10

<PAGE>   11




ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS

Information as to the officers of the Company required by this item is set forth
at the end of Part I of this report under the caption "Executive Officers of the
Registrant." Information as to the Company's directors and compliance with
Section 16(a) of the Exchange Act, required by this item, is incorporated by
reference from the portion of the Company's definitive Proxy Statement under the
caption "Proposal 2--Election of Directors" to be filed with the Commission
pursuant to Regulation 14A under the Exchange Act and mailed to the Company's
shareholders prior to the Company's Annual Meeting of Shareholders, which is
scheduled to be held February 18, 1998.

ITEM 11. EXECUTIVE COMPENSATION

    Information as to Executive Compensation required by this item is
incorporated by reference from the Company's definitive Proxy Statement, under
the caption "Executive Compensation and Other Information", to be filed with the
Commission pursuant to Regulation A and mailed to the Company's shareholders
prior to the Company's Annual Meeting of Shareholders, which is scheduled to be
held February 18, 1998.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    Information as to Security Ownership of Certain Beneficial Owners and
Management required by this item is incorporated by reference from the Company's
definitive Proxy Statement, under the caption "Security Ownership of Certain
Beneficial Owners and Management", to be filed with the Commission pursuant to
Regulation A and mailed to the Company's shareholders prior to the Company's
Annual Meeting of Shareholders, which is scheduled to be held February 18, 1998.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    Information as to Certain Relationships and Certain Transactions required by
this item is incorporated by reference from the Company's definitive Proxy
Statement, under the caption "Certain Transactions", to be filed with the
Commission pursuant to Regulation A and mailed to the Company's shareholders
prior to the Company's Annual Meeting of Shareholders, which is scheduled to be
held February 18, 1998.


                                       11

<PAGE>   12



                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
<TABLE>
<CAPTION>

    (a) Financial Statements.
                                                                    PAGE NUMBER
                                                                     IN ANNUAL
                                                                     REPORT TO
                                                                    SHAREHOLDERS
                                                                    ------------

<S>                                                                  <C> 
(1) Consolidated Financial Statements. (Data incorporated by
    reference from the attached Annual Report to Shareholders):

      Consolidated Balance Sheet as of September 29, 1997 and September
      29, 1996                                                                17

      Consolidated Statement of Income for the three fiscal years ended
      September 28, 1997, September 29, 1996 and October 1, 1995              18

      Consolidated Statement of Shareholders' Equity for the three fiscal
      years ended September 28, 1997, September 29, 1996 and October 1,
      1995                                                                    19

      Consolidated Statement of Cash Flows for three fiscal years ended
      September 28, 1997, September 29, 1996 and October 1, 1995              20

      Notes to Consolidated Financial Statements                           21-29

(2) Financial Statement Schedules 

      Report  of  Independent  Accountants  on  Financial  Statement
      Schedule 

      SCHEDULE II - Valuation and Qualifying Accounts

(3) The following Exhibits are filed as part of this Report 
</TABLE>


<TABLE>
<CAPTION>

NUMBER
EXHIBIT       DESCRIPTION
-------       -----------

<S>      <C>                                                                
3.1      Amended and Restated Articles of Incorporation of the Company(a)

3.2      Amended and Restated Bylaws of the Company(a)

4.1      Specimen Stock Certificate(a)

4.2      Shareholder Rights Agreement(a)

10.1     Robert E. McDonough, Sr. Amended and Restated Employment Agreement(a)

10.2     Paul W. Mikos Employment Agreement(a)

10.3     R. Emmett McDonough Employment Agreement(a)

10.4     Allocation Agreement with R. Emmett McDonough and Related Trusts(a)

10.5     Registration Rights Agreement with R. Emmett McDonough and Related
         Trusts(a)

10.6     Letter regarding terms of employment and potential severance of Alan M.
         Purdy(a)

10.7     Deferred Compensation Agreement for Alan M. Purdy(a)

10.8     Letter regarding potential severance of Jeffrey A. Elias(a)

10.9     Form of Indemnification Agreement(a)

10.10    Lease Agreement between RemedyTemp, Inc. and Robert E. McDonough,
         Sr.(b)

10.11    RemedyTemp, Inc. 1996 Stock Incentive Plan(a)

10.12    RemedyTemp, Inc. 1996 Employee Stock Purchase Plan(a)
</TABLE>



                                       12
<PAGE>   13

<TABLE>
<CAPTION>

<S>     <C>                                                     
10.13    Form of Franchising Agreement for Licensed Offices(a)

10.14    Form of Franchising Agreement for Franchised Offices(a)

10.15    Form of Licensing Agreement for IntelliSearch(SM)(a)

10.16    Credit Agreement among Bank of America National Trust and Savings
         Association, Union Bank and RemedyTemp, Inc. as amended(f)

10.17    Paul W. Mikos Promissory Note(a)

10.18    Additional Deferred compensation Agreement for Alan M. Purdy(c)

10.19    Lease Agreement between RemedyTemp, Inc. and Parker-Summit, LLC(d)

10.20    Lease Agreement between RemedyTemp, Inc. and Mitchell Land &
         Improvement Company(e)

10.21    Credit Agreement among Bank of America National Trust and Savings
         Association and RemedyTemp, Inc.

10.22    RemedyTemp, Inc. Deferred Compensation Plan

11.1     Statement Regarding Computation of Per Share Earnings

13.1     RemedyTemp, Inc. 1997 Annual Report to Shareholders

23.1     Consent of Independent Accountants

27.1     Financial Data Schedule

(a)      Incorporated by reference to the exhibit of same number to the
         Registrant's Registration Statement on Form S-1 (Reg. No. 333-4276), as
         amended.

(b)      Incorporated by reference to the exhibit of same number to the
         Registrant's Registration Statement on Form S-1 (Reg. No. 333-4276), as
         amended. This agreement was terminated July 15, 1997.

(c)      Incorporated by reference to the exhibit of same number to the
         Registrant's Quarterly Report on Form 10-Q for the quarterly period
         ended December 29, 1996.

(d)      Incorporated by reference to the exhibit of same number to the
         Registrant's Quarterly Report on Form 10-Q for the quarterly period
         ended March 30, 1997.

(e)      Incorporated by reference to the exhibit of same number to the
         Registrant's Quarterly Report on Form 10-Q for the quarterly period
         ended June 29, 1997.

(f)      Incorporated by reference to the exhibit of same number to the
         Registrant's Registration Statement on Form S-1 (Reg. No. 333-4276), as
         amended. This agreement was terminated August 24, 1997.



  (b) Reports on Form 8-K:

      No reports on Form 8-K have been filed during the last quarter of the
      period covered by this Report.
</TABLE>


                                       13


<PAGE>   14



                                   SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

REMEDYTEMP, INC.

/s/ PAUL W. MIKOS
--------------------------------------
Paul W. Mikos
President and Chief Executive Officer



December 23, 1997

    Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>


           SIGNATURE                        TITLE                      DATE
           ---------                        -----                      ----


<S>                             <C>                            <C> 
/s/ ROBERT E. MCDONOUGH         Chairman of the Board of       December 23, 1997
---------------------------     Directors
Robert E. McDonough, Sr.         


/s/  ALAN M. PURDY              Senior Vice President and      December 23, 1997
---------------------------     Chief Financial Officer
Alan M. Purdy                   (Principal Financial Officer)


/s/ SUSAN MCDONOUGH MIKOS       Director, Corporate            December 23, 1997
---------------------------     Secretary
Susan McDonough Mikos


/s/ JAMES L. DOTI               Director                       December 23, 1997
---------------------------
James L. Doti, Ph.D.


/s/  WILLIAM D. CVENGROS         Director                      December 23, 1997
---------------------------
William D. Cvengros


/s/  ROBERT A. ELLIOTT           Director                      December 23, 1997
---------------------------
Robert A. Elliott


/s/  JOHN B. ZAEPFEL             Director                      December 23, 1997
---------------------------
John B. Zaepfel
</TABLE>




                                       14

<PAGE>   15



                        REPORT OF INDEPENDENT ACCOUNTANTS
                         ON FINANCIAL STATEMENT SCHEDULE



To the Board of Directors 
of RemedyTemp, Inc.

Our audits of the consolidated financial statements referred to in our report
dated November 14, 1997 appearing on page 29 of the 1997 Annual Report to
Shareholders of RemedyTemp, Inc. (which report and consolidated financial
statements are incorporated by reference in this Annual Report on Form 10-K)
also included an audit of the Financial Statement Schedule listed in Item 14(a)
of this Form 10-K. In our opinion, this Financial Statement Schedule presents
fairly, in all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements.




/S/ PRICE WATERHOUSE LLP
------------------------
Price Waterhouse LLP
Costa Mesa, California
November 14, 1997


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



SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

<TABLE>
<CAPTION>

                                      BALANCE AT                                   BALANCE AT
                                     BEGINNING OF                                    END OF
DESCRIPTION                             PERIOD        ADDITIONS    DEDUCTIONS(1)     PERIOD
-----------                             ------        ---------    -------------     ------
<S>                                 <C>               <C>          <C>              <C>
Allowance for Doubtful Accounts
    Receivable:

Year ended September 28, 1997           $2,111         $1,276         $  775         $2,612
Year ended September 29, 1996            1,950          1,621          1,460          2,111
Year ended October 1, 1995               1,492          1,221            763          1,950

</TABLE>


----------
(1)  Represents write-offs of bad debts



                                       15
<PAGE>   16

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>

NUMBER
EXHIBIT       DESCRIPTION
-------       -----------

<S>      <C>                                                                
3.1      Amended and Restated Articles of Incorporation of the Company(a)

3.2      Amended and Restated Bylaws of the Company(a)

4.1      Specimen Stock Certificate(a)

4.2      Shareholder Rights Agreement(a)

10.1     Robert B. McDonough, Sr. Amended and Restated Employment Agreement(a)

10.2     Paul W. Mikos Employment Agreement(a)

10.3     R. Emmett McDonough Employment Agreement(a)

10.4     Allocation Agreement with R. Emmett McDonough and Related Trusts(a)

10.5     Registration Rights Agreement with R. Emmett McDonough and Related
         Trusts(a)

10.6     Letter regarding terms of employment and potential severance of Alan M.
         Purdy(a)

10.7     Deferred Compensation Agreement for Alan M. Purdy(a)

10.8     Letter regarding potential severance of Jeffrey A. Elias(a)

10.9     Form of Indemnification Agreement(a)

10.10    Lease Agreement between RemedyTemp, Inc. and Robert E. McDonough,
         Sr.(b)

10.11    RemedyTemp, Inc. 1996 Stock Incentive Plan(a)

10.12    RemedyTemp, Inc. 1996 Employee Stock Purchase Plan(a)
</TABLE>



                                       16
<PAGE>   17

<TABLE>
<CAPTION>

<S>     <C>                                                     
10.13    Form of Franchising Agreement for Licensed Offices(a)

10.14    Form of Franchising Agreement for Franchised Offices(a)

10.15    Form of Licensing Agreement for IntelliSearch(SM)(a)

10.16    Credit Agreement among Bank of America National Trust and Savings
         Association, Union Bank and RemedyTemp, Inc. as amended(f)

10.17    Paul W. Mikos Promissory Note(a)

10.18    Additional Deferred compensation Agreement for Alan M. Purdy(c)

10.19    Lease Agreement between RemedyTemp, Inc. and Parker-Summit, LLC(d)

10.20    Lease Agreement between RemedyTemp, Inc. and Mitchell Land &
         Improvement Company(e)

10.21    Credit Agreement among Bank of America National Trust and Savings
         Association and RemedyTemp, Inc.

10.22    Deferred Compensation Agreement for the Executives of RemedyTemp, Inc.

11.1     Statement Regarding Computation of Per Share Earnings

13.1     RemedyTemp, Inc. 1997 Annual Report to Shareholders

23.1     Consent of Independent Accountants

27.1     Financial Data Schedule

(a)      Incorporated by reference to the exhibit of same number to the
         Registrant's Registration Statement on Form S-1 (Reg. No. 333-4276), as
         amended.

(b)      Incorporated by reference to the exhibit of same number to the
         Registrant's Registration Statement on Form S-1 (Reg. No. 333-4276), as
         amended. This agreement was terminated July 15, 1997.

(c)      Incorporated by reference to the exhibit of same number to the
         Registrant's Quarterly Report on Form 10-Q for the quarterly period
         ended December 29, 1996.

(d)      Incorporated by reference to the exhibit of same number to the
         Registrant's Quarterly Report on Form 10-Q for the quarterly period
         ended March 30, 1997.

(e)      Incorporated by reference to the exhibit of same number to the
         Registrant's Quarterly Report on Form 10-Q for the quarterly period
         ended June 29, 1997.

(f)      Incorporated by reference to the exhibit of same number to the
         Registrant's Registration Statement on Form S-1 (Reg. No. 333-4276), as
         amended. This agreement was terminated August 24, 1997.



  (b) Reports on Form 8-K:

      No reports on Form 8-K have been filed during the last quarter of the
      period covered by this Report.
</TABLE>


                                       17