UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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): ~~January~~February 1116, 2005

Gadzooks, Inc.

(Exact name of registrant as specified in charter)


Texas	0-26732	74-2261048
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

4121 International Parkway
Carrollton, Texas 75007
(Address and zip code of principal executive offices)

(972) 307-5555
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

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))

TABLE OF CONTENTS

Item 1.0201 ~~Termination~~Entry ofInto a Material Definitive Agreement. Item 8.01 Other Events. Item 9.01 Financial Statements and Exhibits. SIGNATURE Exhibit Index ~~Order~~Purchase ~~Granting~~Agreement ~~Emergency~~Press ~~Motion For Order Letter Agreement~~Release

Item 1.0201 ~~Termination~~Entry ofInto a Material Definitive Agreement.

On ~~January~~February 1116, 2005, Gadzooks, Inc., ~~and~~a ~~Gryphon~~Texas ~~Master~~corporation ~~Fund~~(“Gadzooks”), ~~L.P.,~~entered ~~GSSF~~into ~~Master Fund, LP,~~a ~~Pisces~~Purchase ~~Capital~~Agreement ~~Management~~with ~~LLC,~~Forever ~~Couchman Partners~~21, LInc.P., ~~Mellon~~a ~~HBV~~Delaware ~~Capital Partners~~corporation, ~~L.P.,~~and ~~WS Ventures~~Gadzooks ~~Management~~21, LInc.P., WSa ~~Capital~~Delaware corporation ~~Management,~~and ~~L.P.,~~wholly-owned ~~Litespeed~~subsidiary ~~Master~~of ~~Fund,~~Forever ~~Ltd. and Distressed Recovery Master Fund~~21, ~~Ltd~~Inc., ~~collectively referred to as~~ (the “~~investors,~~Purchaser” ~~entered into an agreement to terminate that certain Investment Agreement dated October 14~~), ~~2004.~~pursuant ~~Pursuant~~ to ~~the Investment~~which ~~Agreement,~~ the ~~investors~~Purchaser ~~had~~has agreed to ~~backstop~~purchase afrom ~~rights~~Gadzooks ~~offering~~substantially toall ~~provide~~of the ~~funding~~operating assets of Gadzooks’ ~~Chapter 11 reorganization plan~~ and its ~~exit~~243 ~~from~~retail ~~bankruptcy.~~stores ~~Pursuant~~pursuant to ~~the~~Section 363 ~~terms~~ of ~~the~~ ~~Investment Agreement, Gadzooks is obligated to reimburse~~ the ~~investors~~United ~~for~~States ~~their~~Bankruptcy ~~professional fees and expenses incurred in connection with the Investment Agreement, which amount is limited to $300,000~~Code. ~~A copy of the mutual termination agreement is attached as an exhibit to this report.~~

Subject to the terms and conditions of the Purchase Agreement, at the closing of the transaction, which is expected to be on or about March 11, 2005, the Purchaser will purchase substantially all of the operating assets of Gadzooks and its retail stores for consideration consisting of (a) a cash payment in an amount equal to 85% of the inventory value plus $3,530,000 minus the good faith deposit of $500,000 previously paid by the Purchaser and all interest earned thereon and (b) an unsecured non-negotiable promissory note of Purchaser in an aggregate principal amount of $2,700,000. The promissory note shall bear interest at a rate per annum equal to LIBOR plus two percent. Fifty percent of the original principal amount of the promissory note and all interest accrued thereon shall be due and payable on December 31, 2005 and all remaining principal and interest remaining unpaid on the promissory note shall be due and payable on March 31, 2006.

Consummation of the transaction is subject to various conditions, including the entry by the Bankruptcy Court of an order approving the transaction no later than February 28, 2005, the accuracy of the representations and warranties and the performance of various covenants and agreements set forth in the Purchase Agreement. In addition, the Purchase Agreement contains certain termination rights for both Gadzooks and the Purchaser.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which is attached to this report as Exhibit 2.1 and is incorporated herein by reference.

Item 8.01 Other Events.

AsOn ~~previously disclosed, on~~ February 317, 2004 Gadzooks filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Northern District of Texas, Dallas Division (Case No. 04-31486-11). On November 6, 2004, the Company filed a plan of reorganization and related disclosure statement with the Bankruptcy Court. On January 12, 2005, the Company announced to the Bankruptcy Court that it was withdrawing its plan of reorganization and related disclosure statement. On January 13, 2005, the Company filed an Emergency Motion for Setting and Request for Expedited Hearing with the Bankruptcy Court. On January 14, 2005, the Bankruptcy Court entered an order authorizing Gadzooks toissued ~~begin~~a anpress ~~auction for~~release ~~the~~announcing ~~sale of substantially all of its assets. In particular,~~ the ~~Company~~execution ~~will accept bids on the sale~~ of ~~its assets until February 4, 2005. On or before February 7, 2005,~~ the ~~Company will~~Purchase ~~announce~~Agreement ~~the~~described ~~highest and best opening bid it receives and such bidder will receive stalking horse protections~~above. IfThe ~~more~~press ~~than~~release ~~one qualified bid~~ is ~~received,~~attached ~~the~~as ~~Company will conduct an auction with respect to the sale of its assets on February~~Exhibit ~~14, 2005~~99.1 ~~Gadzooks~~and expects to present the results of the auction to the Bankruptcy Court at a hearing scheduled for February 16, 2005. Gadzooks has engaged Financo, Inc. to serve as its exclusive financial advisor for the transaction. A copy of the order entered with the Bankruptcy Court is ~~attached as an exhibit to this report and~~ incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Number		Exhibit
2.1*		~~Order~~Purchase ~~Granting~~Agreement ~~Emergency~~by ~~Motion~~and ~~for~~among ~~Order~~Gadzooks, ~~(A)~~Inc., ~~Approving~~Gadzooks ~~Bidding~~21, ~~Procedures~~Inc. and ~~Termination~~Forever ~~Fee~~21, inInc. ~~Connection~~(solely ~~with~~for ~~Sale~~purposes of ~~Substantially~~Sections ~~All of the Debtor’s Assets,~~ 1.1(Bc) ~~Scheduling Bidding Deadline~~, ~~Auction Date and Approval Hearing Date,~~ 3.2(Cb) ~~Approving Form and Notice Thereof~~, ~~and~~ 3.2(Dd), ~~Authorizing~~3.3, ~~Performance Under Agreement~~3.6, ~~entered~~3.7 ~~with~~and ~~the~~9.3) ~~Bankruptcy~~dated ~~Court~~as onof ~~January~~February 1416, 2005.
99.1*		~~Letter~~Press ~~Agreement~~Release ~~dated~~entitled ~~January~~“Gadzooks ~~11,~~Enters ~~2005~~Agreement ~~terminating~~to ~~Investment~~Sell ~~Agreement~~its ~~between~~Business ~~Gadzooks~~to ~~and~~Forever ~~the~~21, ~~several~~Inc.” ~~investors~~dated ~~party~~February ~~thereto~~17, 2005.

filed herewith

SIGNATURE

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.

	GADZOOKS, INC.
Date: January 18, 2004	By:	/s/ Monty R. Standifer
Date: February 18, 2005	By:	/s/ Monty R. Standifer
	Name:	Monty R. Standifer
	Title:	Executive Vice President, Chief
		Financial Officer and Secretary

Exhibit Index

Number		Exhibit
2.1*		~~Order~~Purchase ~~Granting~~Agreement ~~Emergency~~by ~~Motion~~and ~~for~~among ~~Order~~Gadzooks, ~~(A)~~Inc., ~~Approving~~Gadzooks ~~Bidding~~21, ~~Procedures~~Inc. and ~~Termination~~Forever ~~Fee~~21, inInc. ~~Connection~~(solely ~~with~~for ~~Sale~~purposes of ~~Substantially~~Sections ~~All of the Debtor’s Assets,~~ 1.1(Bc) ~~Scheduling Bidding Deadline~~, ~~Auction Date and Approval Hearing Date,~~ 3.2(Cb) ~~Approving Form and Notice Thereof~~, ~~and~~ 3.2(Dd), ~~Authorizing~~3.3, ~~Performance Under Agreement~~3.6, ~~entered~~3.7 ~~with~~and ~~the~~9.3) ~~Bankruptcy~~dated ~~Court~~as onof ~~January~~February 1416, 2005.
99.1*		~~Letter~~Press ~~Agreement~~Release ~~dated~~entitled ~~January~~“Gadzooks ~~11,~~Enters ~~2005~~Agreement ~~terminating~~to ~~Investment~~Sell ~~Agreement~~its ~~between~~Business ~~Gadzooks~~to ~~and~~Forever ~~the~~21, ~~several~~Inc.” ~~investors~~dated ~~party~~February ~~thereto~~17, 2005.

filed herewith

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