UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) ~~December~~ 23 April 17, ~~2002~~2003 Eateries, Inc. (Exact name of registrant as specified in its charter) Oklahoma 0-14968 73-123048 (State of other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 1220 S. Santa Fe Avenue, Edmond, Oklahoma 73003 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code 405-705-5000 Not Applicable (Former name or former address, if changed since last report.)

~~Eateries,~~Item ~~Inc~~5. Other Events

~~(Exact~~FOR ~~name~~IMMEDIATE ~~of registrant as specified in its charter)~~RELEASE

~~Oklahoma~~ NASDAQ/SC: EATS

Eateries, Inc.

~~(State~~ Considers ofDelisting ~~other~~From ~~jurisdiction (Commission File Number) (IRS Employer Identification No.)~~Nasdaq

Edmond, Oklahoma, April 17, 2003. As a result of its ~~incorporation~~ decisions to dispose of it’s Garcia’s Mexican Restaurants and write off nearly $1,800,000 in goodwill and $3,800,000 in deferred tax assets, Eateries, Inc. (Nasdaq SC: EATS) does not meet the current requirements for The Nasdaq SmallCap Market listing. Eateries, Inc. received notification from NASDAQ that it is not in compliance with Marketplace Rule 4310(c)(2)(B), which requires the Company to have a minimum of $2,500,000 in stockholders’ equity, $35,000,000 market value of listed securities or $500,000 of net income from continuing operations for the most recently completed fiscal year or two of the three most recently completed fiscal years. Nasdaq Staff is reviewing the Company’s eligibility for continued listing on The Nasdaq SmallCap Market.

~~1220~~"Ironically, Sthe Garcia’s sale has put the Company in its strongest financial position since 1987. Proceeds ~~Santa~~of Fethe ~~Avenue~~sale were used to reduce short and long term debt. We are focused on the expansion of Company and franchised Garfield’s Restaurants. Eateries has provided a specific plan to Nasdaq under which it could achieve and sustain compliance with all The Nasdaq SmallCap Market listing requirements. However, ~~Edmond~~given ~~Oklahoma~~the very volatile condition of the stock market, management is discussing all of its options," said Eateries, Inc. CEO Vincent F. Orza, Jr.

~~(Address~~Eateries, Inc. owns, operates, franchises and licenses 63 restaurants under the names of ~~principal~~Garfield’s ~~executive~~Restaurant ~~offices)~~and Pub, Garcia’s Mexican Restaurants and Pepperoni Grill and Italian Bistro Restaurants in 20 ~~(Zip~~ states. For ~~Code)~~additional information, contact Vincent F. Orza, Jr. or Bradley L. Grow at 1220 S. Santa Fe Ave., Edmond, Oklahoma, 73003 or call 405.705.5000 or FAX: 405.705.5001.

From time to time, the Company may publish forward-looking statements relating to certain matters including anticipated financial performance, business prospects, the future opening of Company-owned and franchised restaurants, anticipated capital expenditures, and other matters. All statements other than statements of historical fact contained in this press release or in any other report of the Company are forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. In order to comply with the terms of that safe harbor, the Company notes that a variety of factors, individually or in the aggregate, could cause the Company's actual results and experience to differ materially from the anticipated results or other expectations expressed in the Company's forward-looking statements including, without limitation, consumer spending trends and habits; competition in the casual dining restaurant segment; weather conditions in the Company's operating regions; laws and government regulations; general business and economic conditions; availability of capital; success of operating initiatives and marketing and promotional efforts; and changes in accounting policies. In addition, the Company disclaims any intent or obligation to update those forward-looking statements.

Registrant’s telephone number, including area code 405-705-5000

Not Applicable

(Former name or former address, if changed since last report.)

Item 2. Acquisition or Disposition of Assets.

On December 23, 2002, Fiesta Restaurants, Inc. ("Seller"), a wholly-owned subsidiary of the Registrant, sold to Fiesta, L.L.C., an Oklahoma limited liability company ("Buyer"), the assets comprising its eight Garcia’s Mexican Restaurants located in the State of Arizona, the trademarks related to its Garcia’s Mexican Restaurants, and its rights under Garcia’s franchise and license agreements and under a concession agreement for the Base One Ballpark, for an aggregate purchase price of $3,020,000. The purchase was financed principally by Buyer’s short-term promissory note to Seller in the principal amount of $3,000,0000 (the "Note"). GE Capital Franchise Finance Corporation has agreed to fund Buyer’s purchase of the restaurants upon the satisfaction of various conditions, including receipt of any required landlord approvals of the assignment of the restaurant leases. An adjustment to the purchase price may be required if a landlord does not consent to the assignment of a restaurant lease to Buyer. GE Capital Franchise Finance Corporation has also refinanced the Registrant’s existing credit facility.

The Seller retained four remaining Garcia’s Mexican Restaurants which it intends to continue to operate pursuant to a license granted by the Buyer.

A senior operations employee of the Registrant is the member-manager of the Buyer. The Registrant will provide accounting, management, computer systems information and related services to the Buyer pursuant to a Management Agreement for a term of five years subject to earlier termination at the discretion of the Buyer for any reason or at the discretion of the Registrant upon the Buyer’s failure to pay the management fee.

Item 7. Financial Statements and Exhibits.

(a) Financial statements of businesses acquired. Not applicable.

(b) Pro forma financial information.

Pro forma financial information required pursuant to Article 11 of Regulation S-X will be filed by amendment of this Report on Form 8-K within 60 days of January 7, 2003.

2.1 Acquisition Agreement among Fiesta, L.L.C., Fiesta Restaurants, Inc. and Eateries, Inc. dated as of December 16, 2002. (All schedules and exhibits are omitted as being immaterial. A list of the schedules and exhibits follows the acquisition agreement.)

2.2 Acquisition Agreement (Shea Restaurant) among Fiesta, L.L.C., Fiesta Restaurants, Inc. and Eateries, Inc. dated as of December 16, 2002. (All schedules and exhibits are omitted as being immaterial. A list of the schedules and exhibits follows the acquisition agreement.)

2.3 Management Agreement between Eateries, Inc. and Fiesta, L.L.C. dated as of December 23, 2002.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EATERIES, INC.

(Registrant)

Date 1/7/03 /s/ Bradley L. Grow

(Signature)

Print Name: Bradley L. Grow

Title: Vice President/Chief Financial Officer

Exhibit Index

2.3 Management Agreement between Eateries, Inc. and Fiesta, L.L.C. dated as of December 23, 2002.

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