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): ~~September~~November 3017, 2005

STEAKHOUSE PARTNERS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	000-23739	~~000~~94-~~23739~~3248672	~~94-3248672~~
(State or Other Jurisdictional Incorporation)	(Commission File Number)	(~~Commission~~IRS ~~File~~Employer Identification Number)	~~(IRS Employer Identification Number)~~
10200 Willow Creek Road		San Diego, California	92131
Address of Principal Executive Office)		(City and State)	(Zip Code)

_____________________________________________

10200 Willow Creek Road

San Diego, California

92131

Address of Principal

Executive Office)

(City and State)

(Zip Code)

Registrant's telephone number, including area code: (858) 689-2333

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o	Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~ITEM~~Item 31.0201. ~~Unregistered~~Entry ~~Sales~~into ofa ~~Equity~~Material ~~Securities~~Definitive Agreement

On ~~September~~November 3017, 2005, inSteakhouse aPartners, ~~transaction~~Inc. ~~exempt~~(the ~~from~~“Company,” ~~registration~~“we” ~~under~~or ~~the~~“us”) ~~Securities~~announced ~~Act~~that ofit ~~1933,~~has asentered ~~amended,~~into ~~pursuant~~an toAgreement ~~Section~~and ~~4(2)~~Plan of ~~such~~Merger, ~~Act~~dated ~~and~~as ~~Regulation~~of DNovember ~~promulgated thereunder~~17, ~~Steakhouse~~2005 ~~Partners,~~(the ~~Inc.~~“Merger ~~completed~~Agreement”) anby ~~initial~~and ~~closing~~among ~~with~~the ~~respect~~Company, toRGI ~~the~~Acquisition ~~sale~~Corp, ofa ~~761,765~~wholly ~~shares~~owned subsidiary of ~~common~~the ~~stock~~Company (~~the~~ “~~Shares~~Merger Sub”), ~~for~~and anRoadhouse ~~aggregate of $647~~Grill,~~500~~ ofInc. ~~gross proceeds~~ (~~the~~ “~~Offering~~Roadhouse”). ~~The~~ ~~Shares contain certain price protection provisions. The Shares were issued with restricted security legends.~~

~~Pursuant~~Under tothe aterms ~~Registration~~of ~~Rights~~the Merger Agreement, weMerger ~~have~~Sub ~~agreed~~will tomerge ~~use~~with ~~our~~and ~~commercially~~into ~~reasonable~~Roadhouse ~~efforts~~(the to“Merger”). Roadhouse ~~register~~will ~~for~~be ~~sale~~the ~~under~~surviving corporation of the ~~Securities~~Merger ~~Act~~and ofwill ~~1933,~~become asa ~~amended,~~wholly ~~all~~owned subsidiary of the ~~Shares~~Company. Each ~~issued~~share inof ~~the~~common ~~Offering~~stock ~~(the~~of ~~"Registration~~Roadhouse, ~~Statement")~~par value $0. We03 ~~have~~per ~~agreed~~share to(“Roadhouse ~~file~~Common ~~the~~Stock”), ~~Registration~~outstanding ~~Statement~~immediately ~~with~~prior to the ~~Securities~~effective ~~and~~time ~~Exchange~~of ~~Commission~~the byMerger ~~November~~(the ~~14,~~“Effective ~~2005~~Time”) ~~and~~shall tobe ~~have~~converted ~~such~~into ~~Registration~~the ~~Statement~~right ~~declared~~to ~~effective~~receive, bynet, ~~December~~$0.7723 ~~29,~~per ~~2005~~share, or byan ~~January~~aggregate 28of $23,566,200 ~~2006~~(the in“Aggregate ~~the~~Consideration ~~event~~Payable weto ~~receive~~Shareholders”) ~~comments~~based ~~from~~on the ~~Securities~~30,515,663 ~~and~~shares ~~Exchange~~of ~~Commission~~Roadhouse onCommon ~~such~~Stock ~~Registration~~expected ~~Statement. Subject~~ to ~~certain~~be ~~permitted~~outstanding ~~exceptions,~~at if the ~~Registration~~Effective ~~Statement~~Time, isin ~~not~~cash, ~~filed~~without orinterest. The ~~declared~~Aggregate ~~effective~~Consideration byPayable ~~the~~to ~~dates~~Shareholders ~~stated~~is ~~above~~subject to certain reductions, weif ~~have~~applicable. The Company has also agreed to ~~pay~~assume ~~liquidated~~certain ~~damages~~funded ~~equal~~debt toand liabilities 1of Roadhouse.5% Additionally, ofat the ~~aggregate~~Effective ~~amount~~Time ~~invested~~of by the ~~investor~~Merger, ~~for~~ each ~~30-day~~outstanding ~~period~~and unexercised option, whether vested or ~~pro~~unvested, ~~rata~~of ~~for~~Roadhouse ~~any~~Common ~~portion~~Stock, ~~thereof~~will ~~following~~become immediately vested and the ~~date~~holders byof ~~which~~such options shall receive consideration as set forth in the ~~Registration~~Merger ~~Statement~~Agreement. The ~~should have~~Merger ~~been~~Agreement ~~filed~~has orbeen ~~declared~~unanimously ~~effective,~~approved asby the ~~case~~board ~~may~~of ~~be.~~directors of the Company.

In connection with the ~~Offering,~~execution weof ~~paid to an advisor engaged in connection with~~ the ~~Offering~~Merger ~~(the~~Agreement, ~~"Agent")~~holders ~~commissions~~ of ~~$58,275~~a ~~(nine~~majority ~~(9%)~~of ~~percent~~Roadhouse’s ofoutstanding ~~the~~shares ~~gross~~executed ~~proceeds~~voting ~~raised~~agreements in ~~the~~which ~~Offering)~~they ~~and~~agreed ~~issued~~ to ~~the~~vote ~~Agent~~their ~~five (5) year warrants to purchase 68,559~~ shares of ~~common~~Roadhouse ~~stock~~Common ~~(the~~Stock ~~"Agent~~in ~~Warrant~~favor ~~Shares") at an exercise price~~ of ~~$1.0625 per share. We also granted to~~ the ~~Agent certain registration rights with respect to the Agent Warrant Shares~~Merger.

The ~~above~~closing ~~description~~ of the ~~registration~~Merger ~~rights~~ is ~~qualified~~subject into ~~its~~the ~~entirety~~completion byof the ~~Registration~~affirmative ~~Rights~~vote ~~Agreement~~of the Roadhouse shareholders, ~~filed~~the asCompany’s ancompletion ~~exhibit~~of a financing or series of related financings sufficient to ~~this~~complete ~~Current~~the ~~Report~~transaction onand ~~Form~~other ~~8-K~~customary closing conditions. The Merger is expected to close no later than February 15, 2006. As a result of these contingencies, there can be no assurance that the Merger will be completed.

~~Item~~The 9foregoing description of the Merger and the Merger Agreement is qualified in its entirety by reference to the Merger Agreement and the Company’s press release announcing the proposed Merger.01 The ~~Financial~~Merger ~~Statements~~Agreement and ~~Exhibits~~the press release are each filed as an exhibit to this report and are incorporated herein by reference.

(a)	Not Applicable
(b	Not Applicable
(c)	Exhibits required by Item 601 of Regulation S-K
Exhibit No.	Description
10.10	Form of Registration Rights Agreement

Item 7.01.

Regulation FD Disclosure

~~Pursuant~~On toNovember 17, 2005, the ~~requirements~~Company ofand ~~the~~Roadhouse ~~Securities~~issued ~~Exchange~~a ~~Act~~joint ofpress ~~1934,~~release announcing the ~~Company~~Agreement ~~has~~and ~~duly~~Plan ~~caused~~of ~~this~~Merger. ~~report~~A tocopy beof ~~signed~~the onpress ~~its~~release ~~behalf~~is byfiled ~~the~~as ~~undersigned~~an ~~hereunto~~exhibit ~~duly authorized~~herewith.

~~STEAKHOUSE~~Item ~~PARTNERS, INC~~9.01 Financial Statements and Exhibits

/s/ A. Stone Douglass Name: A Stone Douglass Title: President, Secretary and Director (Serving as principal executive officer) Dated: September 29, 2005

Exhibit
10.11	Agreement and Plan of Merger, dated November 17, 2005, by and among Steakhouse Partners, Inc., RGI Acquisition Corp. and Roadhouse Grill, Inc.
99.1	Press Release dated November 17, 2005

~~EXHIBIT INDEX~~ SIGNATURES

Exhibit No.	Description
10.10	Form of Registration Rights Agreement

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

STEAKHOUSE PARTNERS, INC.

/s/ A. Stone Douglass

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

Name: A Stone Douglass

Title: President

(Serving as principal executive officer)

Dated: November 21, 2005

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