<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 FEBRUARY 1, 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 0-26732
 
                                 GADZOOKS, INC.
             (Exact name of registrant as specified in its charter)
 
<TABLE>
      <C>                                                      <C>
                   TEXAS                                            74-2261048
      (State or other jurisdiction of                            (I.R.S. Employer
       incorporation or organization)                          Identification No.)
         4121 INTERNATIONAL PARKWAY                                   75007
             CARROLLTON, TEXAS                                      (Zip Code)
  (Address of principal executive offices)
</TABLE>
 
              REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
                                 (972) 307-5555
 
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
 
<TABLE>
<CAPTION>
            TITLE OF EACH CLASS                     NAME OF EACH EXCHANGE ON WHICH REGISTERED
            -------------------                     -----------------------------------------
       <C>                                                   <C>
       Common Stock, $0.01 par value                          Nasdaq National Market
</TABLE>
 
Securities Registered Pursuant to Section 12(g) of the Act: NONE
 
     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 the
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 this Form 10-K or any amendment to this
Form 10-K.  [X]
 
     The aggregate market value of Common Stock held by non-affiliates of the
registrant on April 11, 1997 was approximately $279,829,872. All outstanding
shares of voting stock, except for shares held by executive officers and members
of the Board of Directors and their affiliates, are deemed to be held by
non-affiliates.
 
     On April 11, 1997, the registrant had 8,598,697 shares of Common Stock
outstanding.
 
                      DOCUMENTS INCORPORATED BY REFERENCE
 
     Part II incorporates information by reference from the registrant's Annual
Report to Shareholders for the fiscal year ended February 1, 1997, filed
herewith as Exhibit 13.
 
     Part III incorporates information by reference from the definitive Proxy
Statement for the 1997 Annual Meeting of Shareholders, to be filed with the
Commission no later than 120 days after the end of the registrant's fiscal year
covered by this Form 10-K.
================================================================================
<PAGE>   2
 
                                     PART I
 
ITEM 1. BUSINESS.
 
     Gadzooks, Inc. (the "Company" or "Gadzooks") is a rapidly growing specialty
retailer of casual apparel and related accessories for young men and women
principally between the ages of 13 and 19. The Company currently operates 196
stores in both metropolitan and middle markets in 25 states throughout the Mid-
Atlantic, Midwest, Southeast and Southwest regions of the United States. The
Company opened 57 new stores during fiscal 1996. In addition, the Company plans
to open approximately 60 to 65 new stores in fiscal 1997, 13 of which have been
opened as of April 1997.
 
     Management believes that current demographic trends provide the Company
with the opportunity to continue its rapid store expansion program. According to
the U.S. Census Bureau, there are approximately 25 million teenagers in the
United States today and the number is expected to grow to approximately 31
million by the year 2010. Management believes that teenagers represent both a
growing part of the U.S. population and an increasing source of purchasing
power.
 
     The Company was incorporated in Texas in 1982, its executive offices are
located at 4121 International Parkway, Carrollton, Texas 75007, and its
telephone number is (972) 307-5555.
 
BUSINESS STRATEGY
 
     The Company's goal is to become a leading retailer of brand name casual
apparel and related accessories to teenagers in each of the markets it serves.
The principal elements of the Company's business strategy to accomplish this
goal are as follows:
 
     - Focus on the Male and Female Teenage Customer. The Company was founded on
       management's belief that teenagers represent a significant segment of the
       population that has been traditionally underserved by the retailing
       market. Consequently, the Gadzooks concept focuses on providing
       fashionable casual apparel and accessories to both male and female
       teenage customers. By offering merchandise for both sexes, Gadzooks
       believes that it serves a much broader customer base than many of its
       specialty store competitors and that it reduces the potential fashion
       risk of concentrating on one gender exclusively. Furthermore, Gadzooks
       believes that it attracts additional customers by creating a shopping
       environment where it is comfortable for both males and females to shop as
       couples or with friends, as well as on their own.
 
     - Multiple Merchandise Categories. A key component of the Company's
       merchandising strategy is to reduce its dependence on any one fashion,
       style, brand or item by offering products in a broad range of categories.
       Each Gadzooks store carries approximately 2,000 stock-keeping units or
       "SKUs" (excluding different sizes of the same item), including woven and
       knit tops, jeans, shorts, junior dresses, swimwear, t-shirts, footwear,
       sunglasses, watches, costume jewelry and other accessory items. The
       Company regularly monitors store sales by classification, SKU and size to
       identify emerging fashion trends, and manages the product mix in its
       stores to respond to the spending patterns of its customers. The Company
       believes that its success to date has been largely attributable to its
       ability to meet the changing fashion preferences of its customers.
 
     - Emphasis on Brand Name Merchandise. Another key feature of the Company's
       merchandising strategy is to offer a wide variety of popular brand name
       merchandise based on its belief that its customers shop primarily for
       recognized labels and designs. The Company's merchandise includes high
       visibility names such as Mossimo, JNCO, BC Ethic, 26 Red, Wu-Wear, Tag
       Rag and Lip Service and other popular fashions and brand name
       merchandise. The Company concentrates on merchandise that appeals to the
       mainstream teenager rather than relying on "cutting edge" products. The
       Company believes that this strategy is consistent with its philosophy of
       responding to its customers' fashion preferences as opposed to attempting
       to establish fashion trends.
 
     - Metropolitan and Middle Market Locations. A central aspect of the
       Company's strategy has been the development of a store concept that is
       successful in both metropolitan and middle markets. The
 
                                        2
<PAGE>   3
 
       Company believes that teenagers throughout the United States frequently
       have similar fashion preferences as a result of the influence of
       television programs, MTV and music and fashion magazines. As a result,
       the Company has been able to operate stores successfully across a broad
       range of demographic and geographic markets, increasing the number of
       potential sites available to the Company.
 
     - Attentive Customer Service. The Company is committed to offering
       professional, attentive and personalized customer service. Gadzooks hires
       young, energetic, service-oriented sales associates who understand
       teenagers and can relate to their changing needs and preferences. The
       Company strives to give its teenage customers the same level of respect
       and attention that is generally given to adult customers at other retail
       stores. The Company trains sales associates to greet each customer
       personally, to inform the customer about new fashion trends and to
       suggest merchandise to suit the customer's wardrobe and lifestyle needs.
       The Company believes that the high level of service given to its teenage
       customers differentiates Gadzooks from its competition.
 
     - Entertaining Store Environment. The Company believes that its stores are
       visually appealing and provide a fun and enjoyable shopping experience
       for its customers. Gadzooks stores are designed to create a high energy,
       fun environment using neon lighting, television monitors featuring
       popular music videos, playful mannequins and creative, eye-catching
       signage. The Company's signature Volkswagen Beetle, decorated with
       merchandise, is a feature attraction in the stores. The Company believes
       that its entertaining store design encourages customers to visit the
       stores more frequently and to shop in the stores for longer periods of
       time. While Gadzooks stores are designed to appeal primarily to the
       teenage customer, the Company also strives to create a shopping
       environment that is comfortable for adults.
 
     - Investment in Systems and Personnel. The Company is committed to
       investing in information systems and using current technology to help
       execute its merchandising strategy. The Company's systems provide its
       buyers and merchandise planners with daily sales and inventory
       information by store, SKU and size, allowing Gadzooks to respond to
       changing customer preferences and to stock the appropriate quantities and
       styles of merchandise at each store. The Company is also committed to
       attracting and retaining highly-qualified, service-oriented management
       and sales associates and providing them with career advancement
       opportunities. The corporate culture at Gadzooks promotes the open
       exchange of new ideas and information between all levels of the Company
       thereby enabling management to supplement the data from its information
       systems with the practical experience of its employees.
 
                                        3
<PAGE>   4
 
STORE LOCATIONS
 
     The Company currently operates 196 stores in 25 states. The Company's
existing stores are located in metropolitan markets such as Dallas, Atlanta,
Kansas City, Chicago and Cincinnati, as well as middle markets such as Amarillo,
Texas; Tupelo, Mississippi; and Roanoke, Virginia. The following store list
shows the number of stores that Gadzooks operates in each state and the cities
in which Gadzooks stores are located.
 
<TABLE>
<S>               <C>                  <C>                      <C>                   <C>
   ALABAMA-3           INDIANA-7             MARYLAND-1              OKLAHOMA-6           VIRGINIA-7
   Huntsville         Evansville              Frederick                Lawton          Charlottesville
     Mobile           Fort Wayne                                       Norman             Chesapeake
   Montgomery        Indianapolis            MINNESOTA-3          Oklahoma City(3)       Harrisonburg
                       Lafayette        Minneapolis/St. Paul           Tulsa             Newport News
   ARKANSAS-5        Merrillville             St. Cloud                                    Roanoke
  Fayetteville          Muncie                                    SOUTH CAROLINA-6       Springfield
   Fort Smith         Terre Haute           MISSISSIPPI-3          Charleston(2)      (Washington, D.C.)
   Jonesboro                                 Hattiesburg            Columbia(2)         Virginia Beach
 Little Rock(2)         IOWA-8                 Jackson               Greenville
                     Cedar Rapids              Tupelo               Spartanburg        WEST VIRGINIA-3
   FLORIDA-4        Council Bluffs                                                        Charleston
  Jacksonville         Davenport             MISSOURI-9             TENNESSEE-10          Huntington
    Orlando          Des Moines(3)            Columbia              Chattanooga          Parkersburg
   Pensacola            Dubuque                Joplin                Kingsport
  Tallahassee         Sioux City           Kansas City(3)           Knoxville(2)         WISCONSIN-8
                                             Springfield             Memphis(3)            Appleton
   GEORGIA-6           KANSAS-6             St. Louis(3)            Nashville(3)          Eau Claire
     Athens              Hays                                                             Green Bay
   Atlanta(4)          Manhattan             NEBRASKA-4               TEXAS-53            Madison(2)
     Macon              Salina              Grand Island              Abilene            Milwaukee(3)
                        Topeka                 Lincoln                Amarillo
  ILLINOIS-15         Wichita(2)              Omaha(2)               Austin(2)
  Bloomington                                                         Beaumont
   Carbondale         KENTUCKY-4            NEW MEXICO-3          College Station
   Chicago(8)           Ashland            Albuquerque(2)          Corpus Christi
Fairview Heights  Florence/Cincinnati        Las Cruces         Dallas/Ft. Worth(10)
  (St. Louis)          Lexington                                       Denton
     Moline             Paducah           NORTH CAROLINA-5           El Paso(2)
     Peoria                                   Charlotte              Harlingen
    Rockford         LOUISIANA-10              Durham               Houston(12)
  Springfield         Alexandria             Greensboro               Killeen
                      Baton Rouge              Hickory                 Laredo
                     Bossier City            High Point               Longview
                         Houma                                        Lubbock
                       Lafayette               OHIO-7                 McAllen
                     Lake Charles           Cincinnati(2)             Midland
                        Monroe              Cleveland(4)               Odessa
                    New Orleans(2)             Dayton               Port Arthur
                      Shreveport                                     San Angelo
                                                                   San Antonio(4)
                                                                      Sherman
                                                                       Temple
                                                                     Texarkana
                                                                       Tyler
                                                                      Victoria
                                                                        Waco
                                                                   Wichita Falls
</TABLE>
 
                                        4
<PAGE>   5
 
EXPANSION STRATEGY
 
     The following table provides a history of the Company's store expansion
program over the past five fiscal years.
 
<TABLE>
<CAPTION>
                                                                  FISCAL YEAR
                                                        --------------------------------
                                                        1992   1993   1994   1995   1996
                                                        ----   ----   ----   ----   ----
<S>                                                     <C>    <C>    <C>    <C>    <C>
Number of stores open at beginning of period..........   33     43     65     90    126
Number of new stores opened...........................   10     23     26     39     57
Number of stores closed...............................   --      1      1      3     --
                                                         --     --     --    ---    ---
Number of stores open at end of period................   43     65     90    126    183
                                                         ==     ==     ==    ===    ===
</TABLE>
 
     The Company's expansion strategy is to continue to open stores in enclosed
shopping malls in both metropolitan markets and middle markets primarily in the
Mid-Atlantic, Midwest, Southeast and Southwest, and the Company is considering
expansion into other regions. The Company opened 57 new stores during fiscal
1996. The Company expects to open approximately 60 to 65 new stores during
fiscal 1997, 13 of which have been opened as of April 1997. The Company believes
that the broad appeal of the Gadzooks concept enables it to operate successfully
in diverse geographic and demographic markets, thereby increasing the number of
potential sites available to the Company.
 
     The Company selects locations for new store openings to achieve a balance
between (i) test markets where the Company has had no previous operating
experience, (ii) new markets where the Company has tested a Gadzooks store and
believes that the Company can successfully expand, and (iii) mature markets
where the Company desires to add new stores at attractive locations as they
become available. In general, the Company will open the highest number of stores
in new markets where the Company's concept has recently been introduced and
where the Company believes that it can capitalize on the potential of these
markets. The Company typically expands from existing markets into contiguous new
markets and attempts to cluster its stores within a market area in order to
achieve management and operating efficiencies and to enhance its name
recognition. In addition, from time to time the Company analyzes stores for
potential closing.
 
     The Company has from time to time analyzed potential acquisitions of small
chains of stores that serve its target customer in order to provide the Company
with more rapid access to desirable locations and new markets and may consider
such acquisitions again in the future. Except for a limited number of stores
acquired from former franchisees, the Company has never made any such
acquisitions and does not currently have any agreements for any in the future.
 
STORE-LEVEL ECONOMICS
 
     The Company's 183 stores averaged $814,838 in net sales and produced net
sales per square foot of approximately $356. Stores which were opened during all
of fiscal 1996, a total of 126 stores, generated average store-level operating
cash flow (defined as store operating income before depreciation and excluding
changes in working capital) of approximately $158,000, or 19.5% of average net
sales. In general, the Company's newer stores typically generate lower sales
volumes and operating cash flow than its more mature stores. Given the Company's
plan to significantly expand its store base in new geographic markets, the
Company believes that its store-level averages will decline slightly in the near
term. Capital expenditures, including leasehold improvements and furniture and
fixtures, for the 57 new stores opened during fiscal 1996 averaged approximately
$167,000 (approximately $100,000 net of all landlord allowances), and initial
gross inventory requirements (which were partially financed by trade credit)
averaged approximately $60,000 per store. Pre-opening costs range from $8,000 to
$10,000 for travel, hiring and training, and other miscellaneous costs
associated with the set-up of a new store prior to its opening for business.
Inventory requirements vary at new stores depending on the season and current
fashion trends. There can be no assurance that in the future, the average
store-level sales and operating cash flow will not vary from historical results
or that the total estimated capital expenditures for new stores will not
increase.
 
                                        5
<PAGE>   6
 
MERCHANDISING
 
     The Company's merchandising strategy is to provide a wide range of brand
name casual apparel and related accessories that reflect the fashion preferences
of young men and women principally between the ages of 13 and 19. Each store
typically carries an inventory of approximately 2,000 SKUs, with most
merchandise selling at prices ranging between $15 and $50.
 
     The Company's merchandise includes high visibility names such as Mossimo,
JNCO, BC Ethic, 26 Red, Wu-Wear, Tag Rag and Lip Service and other popular
fashions and brand name merchandise. The Company concentrates on merchandise
that appeals to the mainstream teenager rather than relying on "cutting edge"
products. The Company believes that this strategy is consistent with its
philosophy of responding to its customers' fashion preferences as opposed to
attempting to establish fashion trends.
 
     The Company classifies all of its merchandise into one of five categories
as follows:
 
<TABLE>
<S>                       <C>
- Young Men:              The Company's Young Men category includes casual
                          sportswear separates reflecting current fashion trends,
                          such as woven and knit tops and bottoms made of denim and
                          other fabrics. The key vendors in this category include
                          Mossimo, JNCO, BC Ethic and Reactor.
- Juniors (Young          The Company's Juniors category includes casual sportswear
  Women):                 separates designed for the fashion-current young woman,
                          such as knit tops, woven shirts and vests, denim, dresses
                          and swimwear. The key vendors in this category include
                          Generation X, Lip Service, Tag Rag and Jalate.
- Accessories:            The Company offers a variety of male, female and unisex
                          accessories including sunglasses, watches, wallets, key
                          chains, handbags, earrings, necklaces, hats and other
                          accessories. The key vendors in this category include
                          Oakley, Fossil, Mossimo and Zedhead.
- Unisex Apparel:         The Company offers unisex apparel, consisting primarily
                          of t-shirts with logos containing current topics and
                          humorous designs and phrases. This category includes
                          merchandise from various vendors as well as a small
                          selection of Company-designed products. Periodically, the
                          Company will supplement this category with other apparel
                          appropriate for both sexes.
- Footwear:               The Company offers male, female and unisex footwear
                          including sandals and active footwear. The key vendors in
                          this category include Dr. Martens, Airwalk and Vans.
</TABLE>
 
     The following table sets forth the Company's merchandise by category as an
approximate percentage of net sales for fiscal 1996:
 
<TABLE>
<CAPTION>
                                                              PERCENTAGE OF NET SALES
                                                              -----------------------
<S>                                                           <C>
Juniors (Young Women).......................................             30%
Young Men...................................................             27
Accessories.................................................             20
Unisex Apparel..............................................             13
Footwear....................................................             10
                                                                        ---
                                                                        100%
                                                                        ===
</TABLE>
 
     By offering products in multiple categories, the Company is able to shift
its merchandise emphasis among and within its core categories to respond to
changing customer preferences. For example, in response to increased demand for
junior and young men's apparel in fiscal 1996, the Company increased its
emphasis in
 
                                        6
<PAGE>   7
 
these merchandise categories and decreased its emphasis in the merchandise
categories that the Company identified as having decreased demand. The Company
expects to continue to adjust its emphasis on particular categories in response
to fashion trends and, therefore, its merchandise mix may vary slightly at
different times.
 
     In an effort to keep the stores fresh and exciting, the Company's
merchandising staff provides specific floor sets and merchandising ideas to the
stores and regularly instructs district and store managers on the creative
display of merchandise. The merchandise presentation in the stores is
significantly changed three times each year to highlight specific merchandise
for each of the Company's three peak selling seasons and to maintain a current
look. In addition, the Company maintains a constant flow of new merchandise to
the stores in order to meet changing fashion preferences. To reduce the risk
associated with the introduction of new products, the Company frequently tests
products in selected stores before determining if it will purchase the product
for a broader group of stores.
 
PURCHASING
 
     The Company's purchasing staff consists of a General Merchandising Manager,
five buyers, four associate buyers and five assistants. The General
Merchandising Manager and the buyers analyze current fashion directions by
visiting major fashion markets and maintaining close relationships with the
Company's vendors in order to identify styles and trends. In addition, the
Company's buyers regularly attend concerts and other events attended by
teenagers. The General Merchandising Manager and the buyers constantly monitor
merchandise flow through the stores and strive to maintain the appropriate
merchandise mix to meet customer demand. Several of the buyers were formerly
district managers or store managers of the Company and are familiar with the
Company's customers and their merchandise preferences.
 
     Due to changes in fashion trends and seasonality, the Company purchases
merchandise from numerous vendors throughout the year. During fiscal 1996, the
Company did business with approximately 990 vendors. Of those vendors, Mossimo,
Inc. accounted for approximately 6% of the Company's merchandise purchases, and
no other single vendor accounted for more than 5% of merchandise purchases.
Certain of the Company's vendors have limited financial resources and production
capabilities. The Company believes that its relationships with its vendors are
good.
 
ALLOCATION AND DISTRIBUTION OF MERCHANDISE
 
     The Company continually strives to improve its merchandising, distribution,
planning and allocation methods to manage its inventory more efficiently. The
Company's Director of Planning and Allocation and the six personnel in the
planning and allocation department work closely with merchandise buyers and
store personnel to meet the requirements of individual stores for appropriate
merchandise in sufficient quantities. The Company divides its stores into
different categories based on, among other things, geographic location,
demographics and sales volume. Product allocation and distribution are based in
part on an analysis of the stores by category. Information from the Company's
point-of-sale computer system is regularly reviewed and analyzed to assist in
making merchandise allocation and markdown decisions.
 
     In May 1997, the Company will relocate its headquarters to a larger site,
in the Dallas metropolitan area, which will include a distribution facility of
approximately 110,000 square feet. Merchandise will be delivered by the vendors
to this facility, where it will be inspected, entered into the Company's
computer system, allocated to stores, ticketed (to the extent that it was not
pre-ticketed by the vendor) and boxed for distribution to the Company's stores.
Currently, merchandise is typically shipped to stores daily via United Parcel
Service, providing Gadzooks stores with a steady flow of new merchandise. For
key products, the Company maintains a backstock at its distribution center that
is allocated and distributed to the stores through an automatic replenishment
program.
 
STORE OPERATIONS
 
     Gadzooks stores are open seven days a week during normal mall hours. The
Company's store operations are managed by a Vice President of Store Operations,
four regional managers and 26 district managers who
 
                                        7
<PAGE>   8
 
generally have responsibility for 8 to 10 stores within a geographic district.
Individual stores are managed by a store manager and two assistant store
managers. A typical store has three full time and 6 to 12 part time sales
associates, depending on the season. Gadzooks compensates its district and store
managers with a base salary, a performance bonus based on store sales, expense
control and loss prevention, and, in the case of district managers, stock
options. Sales associates are compensated on an hourly basis.
 
     The Company believes that its continued success is dependent in part on its
ability to attract, retain and motivate quality employees. In particular, the
success of the Company's expansion program will be dependent on its ability to
promote and/or recruit qualified district and store managers. To date, the vast
majority of the Company's district managers were previously Gadzooks store
managers. The Company has recently established a training program for future
district managers. In addition, store managers, many of whom are selected from
among the Company's sales associates, currently complete a two-week training
program either at the Company's headquarters or a designated training store
before taking responsibility for a store. The hiring and training of new sales
associates are the responsibility of store managers, and the Company has
established training and operations manuals to assist them in this process. The
Company is developing enhanced training programs for its store managers,
assistant managers and sales associates.
 
     Management considers its employees' knowledge of the Company's customers
and merchandise to be significant to its marketing approach and customer
satisfaction. While all Gadzooks store employees are responsible for the general
appearance of the store, restocking of shelves and merchandise presentation, the
Company's major emphasis in training its store employees is to give priority to
customer service and assistance. Sales associates regularly act as greeters,
meeting customers as they enter the store, handing out promotional materials and
offering assistance. The Company trains its sales associates to inform the
customer about new fashion trends and to suggest merchandise that suits the
customer's wardrobe and lifestyle needs. The Company monitors the customer
service level at each store through various programs, including its "I Spy"
program of unannounced visits to the stores by shoppers who are unknown by the
store employees and by regularly reviewing and responding to comment cards
received from its customers.
 
STORE ENVIRONMENT
 
     The Company believes that its stores are visually appealing and provide a
fun and enjoyable shopping experience for its customers. Gadzooks stores are
designed to create a high energy, fun environment using neon lighting,
television monitors featuring popular music videos, playful mannequins and
creative, eye-catching signage. Store entrances are typically decorated with a
brightly colored checkerboard floor, and a Volkswagen Beetle, decorated with
merchandise, is a feature attraction in the stores. The Company displays a
significant amount of merchandise on the walls of the store, with male
merchandise along one side, female merchandise along the other and t-shirts
along part of the back wall. In the center of the store, lower fixtures are used
to display merchandise in order to maintain an open feeling. Stores typically
feature large windows along the mall which provide an open view of the entire
store to mall traffic and are merchandised to draw customers into the store.
While Gadzooks stores are designed to appeal primarily to the teenage customer,
the Company also strives to create a shopping environment that is comfortable
for adults.
 
SITE SELECTION
 
     Based on its results to date in both metropolitan and middle markets, the
Company believes that it can operate successfully in markets with a broad range
of geographic and demographic profiles. The Company takes into account certain
demographic factors such as population density, concentration of teenagers,
income levels, lifestyle characteristics and the performance of other retailers
to identify attractive new markets, evaluate specific shopping malls and project
individual store sales volumes. All new store locations are approved by the
Board of Directors.
 
     Within each shopping mall, the Company typically seeks a highly visible
location and often locates its stores near major fashion-oriented department
stores, food courts and other specialty stores catering to teenage customers.
The Company's existing stores average approximately 2,300 square feet. The
Company typically seeks a location of approximately 2,000 to 2,500 square feet
with significant store frontage. However, the
 
                                        8
<PAGE>   9
 
Company's flexible store design enables it to take advantage of well-situated
sites with more unique layouts. Once a site is approved, the Company, with the
assistance of an outside architect, designs the store to meet the specific site
characteristics. The Company's construction department seeks competitive bids
from outside contractors for the build-out of each store and oversees the
construction process. The Company typically requires six to eight weeks to open
a new store after the beginning of build-out.
 
MANAGEMENT INFORMATION SYSTEMS
 
     Each Gadzooks store is linked to the Company's headquarters through a
point-of-sale system that interfaces with an IBM RS6000 computer equipped with
an integrated merchandising, distribution and accounting software package. The
Company's point-of-sale computer system has several features, including
merchandise scanning, "price look-up," the ability to compile preferred customer
lists and on-line credit card approval. These features improve transaction
accuracy, speed and checkout time, increase overall store efficiency, and enable
the Company to track the productivity of individual sales associates.
 
     The Company's management information and control systems enable the
Company's corporate headquarters to promptly identify sales trends, replenish
depleted store inventories, reprice merchandise and monitor merchandise mix and
inventory shrinkage at individual stores and throughout the Company's store
network. Management believes that these systems provide a number of benefits,
including improved store inventory management, better in-stock availability,
higher operating efficiency and fewer markdowns.
 
     The Company's merchandising, distribution and accounting software system
was installed in late 1993, and the point-of-sale software system was installed
during the second quarter of fiscal 1995. The Company estimates that its current
management information and control systems are adequate to support the Company's
planned expansion, but may upgrade and enhance its computer systems for certain
distribution functions in the last half of fiscal 1997.
 
ADVERTISING AND PROMOTION
 
     The Company relies primarily on the enthusiasm of its sales associates and
existing customers, highly visible store locations and eye-catching signage to
attract new customers to the stores. The Company has generally found this
approach to be more cost effective than more traditional media advertising. The
Company plans the opening of new stores to coincide with peak shopping seasons
and mall grand openings when customer traffic is greater. The Company also uses
promotions to generate repeat visits to its stores, such as a "preferred
customer program" that entitles high volume customers to attend private sale
events held twice each year. The Company advertises to a limited extent in
national magazines, such as Seventeen and YM in cooperation with certain of its
vendors. The Company also benefits from advertising by its vendors, especially
where Gadzooks is listed as a retailer of their products.
 
TRADEMARKS
 
     The Company has registered on the Principal Register of the United States
Patent and Trademark Office its mark "Gadzooks" and the distinctive design of
its service mark and has currently pending registration for "Gaditude" and "Cool
Stuff for Teens." Each federal registration is renewable indefinitely if the
mark is in use at the time of the renewal. The Company is not aware of any
claims of infringement or other challenges to the Company's right to use its
marks in the United States.
 
COMPETITION
 
     The teenage retail apparel and accessories industry is highly competitive.
The Company competes with other retailers for customers, suitable retail
locations and qualified management personnel. Gadzooks currently competes with
traditional department stores such as Foley's and Dillard's, with national
specialty chains such as The Gap and certain divisions of The Limited, with
numerous regional chains such as The Buckle, Wet Seal and Pacific Sunwear, with
smaller chains and local specialty stores and, to a lesser extent, with mass
merchandisers. Many of the Company's competitors are larger and have
substantially greater
 
                                        9
<PAGE>   10
 
financial, marketing and other resources than the Company. The principal factors
of competition in the Company's business are fashion, merchandise selection,
customer service, store location and price.
 
EMPLOYEES
 
     At April 11, 1997, the Company had 775 full-time employees and 1,605
part-time employees. Of the Company's 2,380 employees, 122 were corporate
personnel, 62 were distribution center employees and 2,196 were store employees.
The number of part-time employees fluctuates with seasonal needs. None of the
Company's employees is covered by a collective bargaining agreement. The Company
seeks to create a casual and supportive working environment and considers its
employee relations to be excellent.
 
                                       10
<PAGE>   11
 
                                  RISK FACTORS
 
     This Report contains certain forward looking statements about the business,
operations and financial condition of the Company. The actual results of the
Company could differ materially from those forward looking statements. The
following information sets forth certain factors that could cause the actual
results of the Company to differ materially from those contained in the forward
looking statements.
 
AGGRESSIVE GROWTH STRATEGY; FUTURE OPERATING RESULTS
 
     The Company's net sales and net income have grown significantly during the
past several years, primarily as a result of the opening of new stores and, to a
lesser extent, increases in comparable store sales. The Company intends to
continue to pursue an aggressive growth strategy for the foreseeable future, and
its future operating results will depend largely upon its ability to open and
operate new stores successfully and to manage a larger business profitably. The
Company anticipates opening approximately 60 to 65 new stores during fiscal
1997, which will result in a significant increase in the number of stores
operated by the Company. The Company also plans to enter several new markets in
various regions of the United States. Expansion into new markets may present
competitive and merchandising challenges that are different from those currently
encountered by the Company in its existing markets. As an additional part of its
growth strategy, the Company has occasionally analyzed the acquisition of other
retailers that serve the Company's target customer and may consider such
acquisitions again in the future. Except for a limited number of stores acquired
from former franchisees, the Company has never made any such acquisitions and
does not currently have any agreements for any in the future. There can be no
assurance that the operations of any acquired entities could be successfully
integrated with the Company's existing operations or that the combined business
would be profitable.
 
     The Company is subject to a variety of business risks generally associated
with rapidly growing companies. The Company's ability to open new stores will
depend upon many factors, including, among others, the ability to identify and
enter new markets, locate suitable store sites, negotiate acceptable lease
terms, hire and train store managers and sales associates and obtain adequate
capital resources on acceptable terms. There can be no assurance that the
Company will be able to integrate successfully new stores into its operations or
that new stores will achieve sales and profitability levels comparable to the
Company's existing stores. In addition, there can be no assurance that the
Company's expansion within its existing markets will not adversely affect the
individual financial performance of the Company's existing stores or its overall
results of operations. Furthermore, the Company will need to continually
evaluate the adequacy of its store management and management information and
distribution systems to manage its planned expansion. There can be no assurance
that the Company will anticipate all of the changing demands that its expanding
operations will impose on such systems and facilities, and the failure to adapt
its systems, facilities and procedures could have a material adverse effect on
the Company's business. There can be no assurance that the Company will
successfully achieve its planned expansion or, if achieved, that the expansion
will result in profitable operations. See "Business -- Store Locations" and
"-- Expansion Strategy."
 
     The Company anticipates that it will spend approximately $7.0 million for
capital expenditures and approximately $4.0 million for initial inventories to
open approximately 60 to 65 new stores and to remodel 6 to 7 existing stores in
fiscal 1997. The actual costs that the Company will incur in connection with
opening new stores cannot be predicted with precision because such costs will
vary based upon, among other things, geographic location, the size of the store
and the extent of the build-out required at the selected site. The Company
believes that its existing cash balances, cash generated from operations, net
proceeds received by the Company from its public offerings and funds available
under the Company's revolving line of credit will be sufficient to fund its
expansion requirements through at least 1997. There can be no assurance that the
Company may not be required to seek additional sources of funds for such
expansion.
 
FLUCTUATIONS IN COMPARABLE STORE SALES RESULTS
 
     A variety of factors affect the Company's comparable store sales results
including, among others, economic conditions, fashion trends, the retail sales
environment, sourcing and distribution of products and the
 
                                       11
<PAGE>   12
 
Company's ability to execute its business strategy efficiently. The Company's
quarterly comparable store sales results have fluctuated significantly in the
past. The Company's comparable store sales results were 24.2%, 10.5%, 10.9% and
15.6% in the first, second, third and fourth quarters of fiscal 1995,
respectively, and 7.3%, 8.6%, 5.9% and 3.9% in the first, second, third and
fourth quarters of fiscal 1996, respectively. The Company has recorded
comparable store sales decreases in past quarters, and there can be no assurance
that comparable store sales for any particular quarter or fiscal year will not
decrease in the future. The Company's comparable store sales results could cause
the price of the Common Stock to fluctuate substantially.
 
CHANGES IN FASHION TRENDS
 
     The Company's profitability is largely dependent upon its ability to
anticipate the fashion tastes of its customers and to provide merchandise that
appeals to their preferences in a timely manner. The fashion tastes of the
Company's customers may change frequently, and the Company's failure to
anticipate, identify or react appropriately to changes in styles, trends or
brand preferences could lead to, among other things, excess inventories and
higher markdowns, which could have a material adverse effect on the Company's
business. In addition, fashion misjudgments could materially and adversely
affect the Company's operating results, comparable store sales results and image
with its customers. See "Business -- Merchandising."
 
IMPACT OF ECONOMIC CONDITIONS
 
     Certain economic conditions affect the level of consumer spending on
merchandise offered by the Company, including, among others, business
conditions, interest rates, taxation and consumer confidence in future economic
conditions. If the demand for apparel and related merchandise by teenagers were
to decline, the Company's business, comparable store sales results and results
of operations would be materially and adversely affected. Although the Company
advertises in national magazines to a limited extent through cooperative
agreements with certain of its vendors, its stores rely principally on mall
traffic for customers. Therefore, the Company is dependent upon the continued
popularity of malls as a shopping destination and the ability of mall anchor
tenants and other attractions to generate customer traffic for its stores. A
decrease in mall traffic or a decline in economic conditions in the markets in
which the Company's stores are located would adversely affect the Company's
growth, net sales, comparable store sales results and profitability. See
"Business."
 
QUARTERLY RESULTS AND SEASONALITY
 
     The Company's quarterly results of operations may fluctuate materially
depending on, among other things, the timing of new store openings and related
pre-opening expenses, net sales contributed by new stores, increases or
decreases in comparable store sales, shifts in timing of certain holidays and
changes in the Company's merchandise mix. The Company's business is also subject
to seasonal influences, with heavier concentrations of sales during the
Christmas holiday, back-to-school and spring break seasons. As is the case with
many apparel retailers, the Company's net sales and net income are typically
lower in the first quarter. The Company has experienced first quarter losses in
the past and may experience such losses in the future. Because of these
fluctuations in net sales and net income, the results of operations of any
quarter are not necessarily indicative of the results that may be achieved for a
full fiscal year or any future quarter.
 
DEPENDENCE ON KEY VENDORS
 
     The Company's business depends on its ability to purchase current season,
brand name apparel in sufficient quantities at competitive prices. During the
Company's 1996 fiscal year, Mossimo, Inc. accounted for approximately 6% of the
Company's merchandise purchases. Of the Company's other vendors, no single
vendor accounted for more than 5% of the Company's merchandise purchases. The
inability or failure of key vendors to supply the Company with adequate
quantities of desired merchandise, the loss of one or more key vendors or a
material change in the Company's current purchase terms could have a material
adverse effect on the Company's business. Many of the Company's smaller vendors
have limited resources, production capacities and operating histories, and many
have limited the distribution of their merchandise in the past. The Company has
no long-term purchase contracts or other contractual assurances of continued
supply,
 
                                       12
<PAGE>   13
 
pricing or access to new products. There can be no assurance that the Company
will be able to acquire desired merchandise in sufficient quantities on terms
acceptable to the Company in the future. See "Business -- Merchandising" and
"-- Purchasing."
 
DEPENDENCE ON KEY PERSONNEL
 
     The Company's success will depend largely on the efforts and abilities of
senior management, particularly Gerald R. Szczepanski, the Chairman of the Board
and Chief Executive Officer and a founder of the Company. The loss of his
services or the services of other members of senior management could have a
material adverse effect on the Company's business. The Company has a $1,000,000
key-man life insurance policy on Mr. Szczepanski. There can be no assurance that
the Company's existing management team will be able to manage the Company or its
growth or that the Company will be able to attract and retain additional
qualified personnel as needed in the future.
 
COMPETITION
 
     The Company operates in a highly competitive environment. The Company
currently competes with traditional retail department stores such as Foley's and
Dillard's, with national specialty chains such as The Gap and certain divisions
of The Limited, with numerous regional chains such as The Buckle, Wet Seal and
Pacific Sunwear, with smaller chains and local specialty stores and, to a lesser
extent, with mass merchandisers. Many of these competitors are larger and have
substantially greater resources than the Company. Direct competition with these
and other retailers may increase significantly in the future, which could
require the Company, among other things, to lower its prices and/or increase its
advertising expenses. Increased competition could have a material adverse effect
on the Company's operations and comparable store sales results. See
"Business -- Competition."
 
STOCK PRICE VOLATILITY
 
     The market price of the Company's Common Stock has risen substantially
since the Company's initial public offering in October 1995. The Company's
Common Stock is quoted on the Nasdaq National Market, which has experienced and
is likely to experience in the future significant price and volume fluctuations
which could adversely affect the market price of the Common Stock without regard
to the operating performance of the Company. In addition, the Company believes
that factors such as quarterly fluctuations in the financial results of the
Company, the Company's comparable store sales results, announcements by other
apparel retailers, the overall economy and the condition of the financial
markets could cause the price of the Common Stock to fluctuate substantially.
 
ANTI-TAKEOVER MATTERS
 
     The Company's Restated Articles and its Bylaws contain provisions that may
have the effect of delaying, deterring or preventing a takeover of the Company
that shareholders may consider to be in their best interests. The Company's
Restated Articles and Bylaws provide for a classified Board of Directors serving
staggered terms of three years, the prohibition of shareholder action by written
consent in certain circumstances and certain "fair price provisions."
Additionally, the Board of Directors has the authority to issue up to 1,000,000
shares of preferred stock having such rights, preferences and privileges as
designated by the Board of Directors without shareholder approval.
 
ITEM 2. PROPERTIES.
 
     All of the existing stores are leased by the Company, with lease terms
(excluding renewal option periods exercisable by the Company at escalating
rents) expiring between February 1997 and February 2007. The leases for most of
the existing stores are for terms of 10 years and provide for contingent rent
based upon a percent of sales in excess of specified minimums.
 
     In May 1997, the Company will relocate its office and distribution center
to a larger site in the Dallas metropolitan area in order to accommodate its
expanding operations. The Company's new office and
 
                                       13
<PAGE>   14
 
distribution center will be located in Carrollton, Texas and will be occupied
under a lease covering approximately 150,000 square feet, which is scheduled to
expire on May 1, 2007.
 
ITEM 3. LEGAL PROCEEDINGS.
 
     In the ordinary course of its business, the Company is periodically a party
to lawsuits. The Company believes that any resulting liability from existing
legal proceedings, individually or in the aggregate, will not have a material
adverse effect on its operations or financial condition.
 
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
 
     No matters were submitted to a vote of the Company's shareholders during
the fourth quarter of the fiscal year covered by this report.
 
                                    PART II
 
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
 
     The Common Stock is traded on the Nasdaq National Market under the symbol
"GADZ." The Company consummated its initial public offering in October 1995 at a
price of $14.00 per share ($9.33, as adjusted to give effect to the stock split
described below). The following table sets forth, for the Company's fiscal
periods indicated and is adjusted to give retroactive effect to the Company's
three-for-two Common Stock split paid on May 30, 1996, the high and low sale
prices per share for the Common Stock, as reported on the Nasdaq National
Market.
 
<TABLE>
<CAPTION>
                                           HIGH      LOW
                                           ----     -----
<S>                                       <C>      <C>
1995
----------------------------------------
Third Quarter (from October 5, 1995)....  $14      $ 9 1/3
Fourth Quarter..........................   18 5/6   11 1/3
 
1996
----------------------------------------
First Quarter...........................   30 5/8   15 13/16
Second Quarter..........................   41       23 1/4
Third Quarter...........................   39 3/4   22
Fourth Quarter..........................   34 1/4   17 1/2
</TABLE>
 
     On April 11, 1997, the last sale price of the Common Stock as reported on
the Nasdaq National Market was $33.25 per share. As of April 11, 1997, there
were approximately 60 holders of record of the Common Stock, although the
Company believes the number of beneficial holders is substantially greater.
 
     The Company intends to retain its earnings, if any, to finance the growth
and development of its business and does not anticipate paying cash dividends on
its Common Stock in the foreseeable future. The payment of any future dividends
will be at the discretion of the Company's Board of Directors and will depend
upon, among other things, the future earnings, operations, capital requirements
and financial condition of the Company. In addition, the Company's current
revolving line of credit ("Revolving Line") contains various financial
covenants, including covenants relating to net worth, which may have the effect
of restricting the Company's ability to pay dividends.
 
ITEM 6. SELECTED FINANCIAL DATA.
 
     The selected financial and operating data in response to Item 6 is
contained in the section entitled "Selected Financial Data," located on page 15
of the registrant's 1996 Annual Report to Shareholders, filed as Exhibit 13 to
this Report. Such Exhibit is incorporated herein by reference.
 
                                       14
<PAGE>   15
 
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS.
 
     The information in response to item 7 is contained in the section entitled
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," located on pages 16 to 19 of the registrant's 1996 Annual Report to
Shareholders, filed as Exhibit 13 to this Report. Such Exhibit is incorporated
herein by reference.
 
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
 
     The registrant's exposures to market risk associated with activities in
derivative financial instruments, other financial instruments, and derivative
commodity instruments are not material with respect to its operations or
financial condition.
 
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
 
     The information in response to item 8 is contained in the registrant's 1996
Annual Report to Shareholders, filed as Exhibit 13 to this Report. Such Exhibit
is incorporated herein by reference. A cross-reference for location of the
requested information is below.
 
<TABLE>
<CAPTION>
                                                              PAGE NUMBER(S) IN
        FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA            ANNUAL REPORT*
        -------------------------------------------           -----------------
<S>                                                           <C>
Unaudited Quarterly Financial Data..........................      18
Balance Sheets at February 1, 1997 and January 27, 1996.....      20
Statements of Income for the Years Ended February 1, 1997,
  January 27, 1996 and January 28, 1995.....................      21
Statements of Stockholders' Equity for the Years Ended
  February 1, 1997, January 27, 1996 and January 28, 1995...      22
Statements of Cash Flows for the Years Ended February 1,
  1997, January 27, 1996 and January 28, 1995...............      23
Notes to Financial Statements...............................     24-30
Report of Independent Accountants...........................      31
</TABLE>
 
---------------
 
* The indicated pages of the Company's 1996 Annual Report to Shareholders are
  filed as Exhibit 13 to this Report. Such Exhibit is incorporated herein by
  reference.
 
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE.
 
     None.
 
                                    PART III
 
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
 
     Information with respect to this item is incorporated by reference from the
registrant's definitive Proxy Statement to be filed with the Commission not
later than 120 days after the end of the registrant's fiscal year.
 
ITEM 11. EXECUTIVE COMPENSATION.
 
     Information with respect to this item is incorporated by reference from the
registrant's definitive Proxy Statement to be filed with the Commission not
later than 120 days after the end of the registrant's fiscal year.
 
                                       15
<PAGE>   16
 
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
 
     Information with respect to this item is incorporated by reference from the
registrant's definitive Proxy Statement to be filed with the Commission not
later than 120 days after the end of the registrant's fiscal year.
 
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
 
     Information with respect to this item is incorporated by reference from the
registrant's definitive Proxy Statement to be filed with the Commission not
later than 120 days after the end of the registrant's fiscal year.
 
                                    PART IV
 
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
 
     (a) 1. The financial statements as cross-referenced in Item 8 of this
            Report, together with the report thereon of Price Waterhouse LLP
            dated March 12, 1997, appearing in the accompanying 1996 Annual
            Report to Shareholders are incorporated by referenced in this
            Report. With the exception of the aforementioned information and
            information incorporated in Items 6 and 7, the 1996 Annual Report to
            Shareholders is not deemed filed as part of this Report.
 
         2. Financial statement schedules are omitted because they are not
            applicable or the required information is shown in the financial
            statements or notes thereto.
 
         3. Exhibits included or incorporated herein:
 
            See Exhibit Index.
 
     (b) Reports on Form 8-K
 
            There were no reports on Form 8-K filed during the last quarter of
the fiscal year covered by this report.
 
                                       16
<PAGE>   17
 
     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
April 22, 1997 on its behalf by the undersigned, thereunto duly authorized.
 
                                            GADZOOKS, INC.
 
                                            By   /s/ GERALD R. SZCZEPANSKI
                                             -----------------------------------
                                                    Gerald R. Szczepanski
                                              Chairman of the Board, President
                                                 and Chief Executive Officer
 
     Each person whose signature appears below hereby authorizes Gerald R.
Szczepanski and Monty R. Standifer or either of them, as attorneys-in-fact to
sign on his behalf, individually, and in each capacity stated below and to file
all amendments and/or supplements to the Annual Report on Form 10-K.
 
     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
                      ---------                                     -----                     ----
<C>                                                    <S>                               <C>
 
              /s/ GERALD R. SZCZEPANSKI                Chairman of the Board, President   April 22, 1997
-----------------------------------------------------    and Chief Executive Officer
                Gerald R. Szczepanski                    (Principal Executive Officer)
 
               /s/ MONTY R. STANDIFER                  Senior Vice President, Chief       April 22, 1997
-----------------------------------------------------    Financial Officer, Treasurer
                 Monty R. Standifer                      and Secretary (Principal
                                                         Financial and Accounting
                                                         Officer)
 
                 /s/ ALAN W. CRITES                    Director                           April 22, 1997
-----------------------------------------------------
                   Alan W. Crites
 
               /s/ G. MICHAEL MACHENS                  Director                           April 22, 1997
-----------------------------------------------------
                 G. Michael Machens
 
               /s/ ROBERT E.M. NOURSE                  Director                           April 22, 1997
-----------------------------------------------------
                 Robert E.M. Nourse
 
             /s/ LAWRENCE H. TITUS, JR.                Director                           April 21, 1997
-----------------------------------------------------
               Lawrence H. Titus, Jr.
</TABLE>
<PAGE>   18
 
                               INDEX TO EXHIBITS
 
<TABLE>
<CAPTION>
        EXHIBIT
          NO.                              DESCRIPTION OF DOCUMENTS                    PAGE
        -------                            ------------------------                    ----
<C>                      <S>                                                           <C>
 
           3.1           -- Second Restated Articles of Incorporation of the Company
                            (filed as Exhibit 4.1 to the Company's Form S-8 (No.
                            33-98038) filed with the Commission on October 12, 1995
                            and incorporated herein by reference).
           3.2           -- Amended and Restated Bylaws of the Company (filed as
                            Exhibit 4.2 to the Company's Form S-8 (No. 33-98038)
                            filed with the Commission on October 12, 1995 and
                            incorporated herein by reference).
           4.1           -- Specimen Certificate for shares of Common Stock, $.01 par
                            value, of the Company (filed as Exhibit 4.1 to the
                            Company's Amendment No. 2 to Form S-1 (No. 33-95090)
                            filed with the Commission on September 8, 1995 and
                            incorporated herein by reference).
          10.1           -- Purchase Agreement dated as of January 31, 1992 among the
                            Company, Gerald R. Szczepanski, Lawrence H. Titus, Jr.
                            and the Investors listed therein (filed as Exhibit 10.1
                            to the Company's Form S-1 (No. 33-95090) filed with the
                            Commission on July 28, 1995 and incorporated herein by
                            reference).
          10.2           -- Purchase Agreement dated as of May 26, 1994 among the
                            Company, Gerald R. Szczepanski, Lawrence H. Titus, Jr.
                            and the Investors listed therein (filed as Exhibit 10.2
                            to the Company's Form S-1 (No. 33-95090) filed with the
                            Commission on July 28, 1995 and incorporated herein by
                            reference).
         *10.3           -- Credit Agreement dated as of January 30, 1997 between the
                            Company and Wells Fargo Bank (Texas), National
                            Association.
          10.4           -- Form of Indemnification Agreement with a schedule of
                            director signatories (filed as Exhibit 10.5 to the
                            Company's Form S-1 (No. 33-95090) filed with the
                            Commission on July 28, 1995 and incorporated herein by
                            reference).
          10.5           -- Employment Agreement dated January 31, 1992 between the
                            Company and Gerald R. Szczepanski, as continued by letter
                            agreement (filed as Exhibit 10.6 to the Company's Form
                            S-1 (No. 33-95090) filed with the Commission on July 28,
                            1995 and incorporated herein by reference).
          10.6           -- 1992 Incentive and Nonstatutory Stock Option Plan dated
                            February 26, 1992, and Amendments No. 1 through 3 thereto
                            (filed as Exhibit 10.8 to the Company's Form S-1 (No.
                            33-95090) filed with the Commission on July 28, 1995 and
                            incorporated herein by reference).
          10.7           -- 1994 Incentive and Nonstatutory Stock Option Plan for Key
                            Employees dated September 30, 1994 (filed as Exhibit 10.9
                            to the Company's Form S-1 (No. 33-95090) filed with the
                            Commission on July 28, 1995 and incorporated herein by
                            reference).
          10.8           -- 1995 Non-Employee Director Stock Option Plan (filed as
                            Exhibit 10.10 to the Company's Form S-1 (No. 333-00196)
                            filed with the Commission on January 9, 1996 and
                            incorporated herein by reference).
          10.9           -- Gadzooks, Inc. Employees' Savings Plan (filed as Exhibit
                            10.11 to the Company's Form S-1 (No. 33-95090) filed with
                            the Commission on July 28, 1995 and incorporated herein
                            by reference).
         *10.10          -- Severance Agreement dated September 5, 1996 between the
                            Company and Gerald R. Szczepanski.
</TABLE>
<PAGE>   19
<TABLE>
<CAPTION>
        EXHIBIT
          NO.                              DESCRIPTION OF DOCUMENTS                    PAGE
        -------                            ------------------------                    ----
<C>                      <S>                                                           <C>
         *10.11          -- Form of Severance Agreement with a schedule of executive
                            officer signatories.
          10.12          -- Amendment No. 4 to the Gadzooks, Inc. 1992 Incentive and
                            Nonstatutory Stock Option Plan (filed as Exhibit 10.14 to
                            the Company's Amendment No. 3 to Form S-1 (No. 33-95090)
                            filed with the Commission on September 27, 1995 and
                            incorporated herein by reference).
         *10.13          -- Amendment No. 5 to the Gadzooks, Inc. 1992 Incentive and
                            Nonstatutory Stock Option Plan dated September 12, 1996.
         *10.14          -- Amendment No. 1 to the 1994 Incentive and Nonstatutory
                            Stock Option Plan for Key Employees dated September 12,
                            1996.
         *13             -- Pages 15-31 of the Company's 1996 Annual Report to
                            Shareholders.
         *23.1           -- Consent of Price Waterhouse LLP.
          24             -- Power of Attorney (included on signature page of this
                            report).
         *27             -- Financial Data Schedule
</TABLE>
 
---------------
 
* Filed herewith (unless otherwise indicated exhibits are previously filed).