<PAGE>
                                  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 2, 2002

                                       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)

                TEXAS                                       74-2261048
      (State or other jurisdiction of                    (I.R.S. Employer
      incorporation or organization)                     Identification No.)

      4121 INTERNATIONAL PARKWAY
      CARROLLTON, TEXAS                                       75007
      (Address of principal executive offices)              (Zip Code)

               REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
                                 (972) 307-5555

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

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

                               TITLE OF EACH CLASS
                               -------------------
                          Common Stock, $0.01 par value

     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.
          ---
     The aggregate market value of Common Stock held by non-affiliates of the
registrant on April 25, 2002 was approximately $117,109,093. 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 25, 2002, the registrant had 9,157,169 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 2, 2002, filed
herewith as Exhibit 13.

     Part III incorporates information by reference from the registrant's
definitive proxy statement for the 2002 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>

                                     PART I

ITEM 1.  BUSINESS.

     Gadzooks, Inc. together with its wholly-owned subsidiaries, the "Company"
or "Gadzooks," is a mall-based specialty retailer of casual apparel and related
accessories for young men and women, principally between the ages of 14 and 18.
At the end of fiscal 2001, the Company operated 427 Gadzooks stores in both
metropolitan and middle markets in 40 states. During fiscal 2001, the Company
opened 56 new Gadzooks stores and closed four Gadzooks stores. The Company plans
to open approximately 12 new Gadzooks stores in fiscal 2002, seven of which were
open as of April 5, 2002.

     In the second half of fiscal 2001, the Company began testing a new retail
concept with the opening of four Orchid stores in two states. The Orchid concept
caters to the unique innerwear and sleepwear needs of females between the ages
of 14 and 22. The Company is still evaluating the concept and could open one
more new store this year as part of the evaluation process.

     Management believes that current demographic trends provide the Company
with the opportunity to continue its store expansion program. According to the
U.S. Census Bureau, there were over 31 million teenagers in the United States in
2000 and the number is expected to grow to approximately 34 million by 2005.
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 is a leading retailer of brand name casual apparel and related
accessories for teenagers. The principal elements of the Company's business
strategy in its Gadzooks stores are:

     o    Focus on Both Male and Female Teenage Customers. 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 broader customer base than some of its
     specialty store competitors, thereby reducing the potential fashion risk of
     concentrating on one gender exclusively.

     o    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 2,400 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, jewelry and other accessory items. The Company
     regularly monitors store sales by classification, style, vendor 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.

     o    Emphasis on Brand Name Merchandise Supplemented by Private Brands.
     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 ECKO, Billabong, Fox,
     Puma, Candie's, Hurley and others. The Company is continuing to grow its
     private brand business in order to better meet the needs of its customers.
     Private brands allow the Company the opportunity to expand its customer
     base by providing merchandise of comparable quality to brand name
     merchandise at competitive prices and to capitalize on fashion trends when
     branded vendors are not offering the latest in trends. 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 establishing fashion trends.

                                       2

<PAGE>




     o    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 Company believes
     that teenagers throughout the United States frequently have similar fashion
     preferences as a result of the influence of television programs, sports,
     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.

     o    Attentive Customer Service. The Company is committed to offering
     professional and attentive 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.

     o    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 television monitors featuring popular music videos
     and creative, eye-catching signage. The Company's signature Volkswagen
     Beetle 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.

     o    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, style, vendor 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.

     o    Distribution Capabilities. The Company believes that its 207,000
     square-foot facility in the Dallas area can support the merchandising needs
     of more than 600 stores, providing for the Company's continued store
     expansion for the next few years. The Company believes the distribution
     center is a critical element in its future growth plans.


                                       3

<PAGE>


STORE LOCATIONS

     As of April 5, 2002, the Company operated 434 Gadzooks stores in 40 states.
The Company's existing Gadzooks stores are located in metropolitan markets such
as Dallas, Chicago, Atlanta, Boston and Kansas City, as well as middle markets
such as Amarillo, Texas; Tupelo, Mississippi; and Roanoke, Virginia. The
following lists the Gadzooks stores by city and state.

<Table>
<S>                    <C>                      <C>                     <C>                  <C>                <C>
ALABAMA                ILLINOIS                  MARYLAND                NEW MEXICO           PENNSYLVANIA       TEXAS - CONT.
-------                --------                  --------                ----------           ------------       -------------
Huntsville             Bloomington               Baltimore(5)            Albuquerque(2)       Altoona            Port Arthur
Mobile                 Carbondale                Frederick               Las Cruces           Chambersburg       San Angelo
Montgomery             Champaign                 Hagerstown              Santa Fe             Erie               San Antonio(5)
Oxford                 Chicago(13)                                                            Harrisburg(2)      Sherman
                       Fairview Heights/         MASSACHUSETTS           NEW YORK             Indiana            Temple
                         St.Louis                -------------           --------             Johnstown          Texarkana
ARIZONA                Moline                    Boston(6)               Albany(2)            Lancaster          Tyler
-------                Peoria                                            Lakewood             Muncy              Victoria
Phoenix                Rockford                  MICHIGAN                Massapequa           Philadelphia(2)    Waco
                       Springfield               --------                Rochester(3)         Pittsburgh(8)      Wichita Falls
ARKANSAS                                         Ann Arbor               Syracuse(2)          Pottstown
--------                                         Battle Creek                                 Scranton
Fayetteville                                     Detroit(5)                                   Selinsgrove        UTAH
Fort Smith             INDIANA                   Flint                   NORTH CAROLINA       State College      -----
Jonesboro              -------                   Grand Rapids(2)         --------------       Wilkes-Barre       Salt Lake City(3)
Little Rock(2)         Bloomington               Holland                 Asheville
                       Elkhart                   Jackson                 Cary
                       Evansville                Lansing                 Charlotte(2)
COLORADO               Fort Wayne                Monroe                  Concord              RHODE ISLAND       VIRGINIA
--------               Indianapolis(2)           Muskegon                Fayetteville         ------------       --------
Denver(3)              Lafayette                 Port Huron              Greensboro           Providence         Charlottesville
Grand Junction         Merrillville              Portage                 Greenville                              Chesapeake
                       Muncie                    Saginaw                 Hickory                                 Christiansburg
DELAWARE               South Bend                Traverse City           High Point           SOUTH CAROLINA     Danville
--------               Terre Haute                                       Jacksonville         --------------     Fredericksburg
Dover                                                                    Raleigh-Durham(2)    Charleston(2)      Harrisonburg
Newark                                                                   Wilmington           Columbia(2)        Lynchburg
                                                                         Winston-Salem        Florence           Newport News
FLORIDA                IOWA                                                                   Greenville         Norfolk
-------                ----                      MINNESOTA                                    Myrtle Beach       Roanoke
Boca Raton             Ames                      ---------                                    Spartanburg        Virginia Beach
Boynton Beach          Cedar Falls               Duluth                                                          Washington, DC(3)
Daytona Beach          Cedar Rapids(2)           Mankato                                                         Winchester
Fort Lauderdale(3)     Council Bluffs            Minneapolis/            NORTH DAKOTA
Fort Myers             Davenport                   St. Paul(7)           ------------         SOUTH DAKOTA
Fort Walton Beach      Des Moines(3)             St. Cloud               Fargo                ------------
Gainesville            Dubuque                                           Minot                Rapid City         WASHINGTON
Jacksonville(3)        Fort Dodge                MISSISSIPPI                                  Sioux Falls        ----------
Jensen Beach           Iowa City                 -----------             OHIO                                    Seattle(2)
Lakeland               Sioux City                Biloxi                  ----                 TENNESSEE
Melbourne              Waterloo                  Hattiesburg             Akron                ---------          WEST VIRGINIA
Merritt Island                                   Jackson                 Canton               Chattanooga(2)     -------------
Miami                                            Meridian                Cincinnati(2)        Clarksville        Bluefield
Naples                                           Tupelo                  Cleveland(5)         Jackson            Bridgeport
Orlando(6)             KANSAS                                            Columbus(2)          Johnson City       Charleston
Panama City            ------                    MISSOURI                Dayton(2)            Kingsport          Huntington
Pensacola              Hays                      --------                Findlay              Knoxville(2)       Morgantown
Port Charlotte         Hutchinson                Cape Girardeau          Heath                Memphis(3)         Mount Hope
Port Richey            Kansas City               Columbia                Lancaster            Nashville(3)       Parkersburg
Sarasota               Manhattan                 Jefferson City          Lima
Tallahassee(2)         Salina                    Joplin                  Mansfield            TEXAS              WISCONSIN
Tampa(7)               Topeka                    Kansas City(3)          Marion               -----              ---------
Vero Beach             Wichita(2)                Springfield             New Philadelphia     Abilene            Appleton
West Palm Beach(2)                               St. Joseph              Piqua                Amarillo           Eau Claire
                       KENTUCKY                  St. Louis(4)            Sandusky             Austin(3)          Green Bay
                       -------                                           St. Clairsville      Beaumont           LaCrosse
                       Ashland                   NEBRASKA                Toledo               Brownsville        Madison(2)
                       Bowling Green             --------                Youngstown/Niles(2)  College Station    Milwaukee(3)
GEORGIA                Elizabethtown             Grand Island            Zanesville           Corpus Christi     Wausau
-------                Florence/Cincinnati       Lincoln                                      Dallas/
Athens                 Lexington                 Omaha(2)                                       Fort Worth(11)
Atlanta(9)             Louisville(2)                                                          Denton
Augusta                Owensboro                 NEW HAMPSHIRE           OKLAHOMA             El Paso(2)
Macon                  Paducah                   -------------           --------             Harlingen
Rome                                             Manchester              Bartlesville         Houston(11)
Savannah                                         Salem                   Enid                 Killeen
Valdosta               LOUISIANA                                         Lawton               Laredo
                       ---------                 NEW JERSEY              Muskogee             Longview
IDAHO                  Alexandria                ----------              Norman               Lubbock
-----                  Baton Rouge(2)            Cherry Hill/            Oklahoma City(4)     Lufkin
Boise                  Houma                       Philadelphia          Shawnee              McAllen
                       Lafayette                 Deptford/Philadelphia   Tulsa(3)             Midland/Odessa(2)
                       Lake Charles              Eatontown
                       Monroe                    Freehold
                       New Orleans(3)            Livingston
                       Shreveport/Bossier City   Mays Landing
                                                 Phillipsburg
                                                 Wayne
</Table>

                                       4

<PAGE>
As of April 5, 2002, the Company operated four Orchid stores in two states. The
stores are located as follows: Houston, Texas (2), Dallas, Texas and New
Orleans, Louisiana.

EXPANSION STRATEGY

     The following table provides a history of the Gadzooks store expansion
program over the past five fiscal years.

<Table>
<Caption>
                                                                         Fiscal Year
                                                       2001       2000       1999       1998       1997
                                                     --------   --------   --------   --------   --------
<S>                                                  <C>        <C>        <C>        <C>        <C>
Number of stores open at beginning of period              375        326        312        250        183
Number of new stores opened                                56         52         19         63         67
Number of stores closed                                     4          3          5          1         --
                                                     --------   --------   --------   --------   --------
Number of stores open at end of period                    427        375        326        312        250
                                                     ========   ========   ========   ========   ========
</Table>

     The Company's expansion strategy for fiscal 2002 is to continue to open
stores in enclosed shopping malls in both metropolitan and middle markets. The
Company expects to open approximately 12 new Gadzooks stores during fiscal 2002,
seven of which have been opened as of April 5, 2002. 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 total number
of potential sites available to the Company.

     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 fiscal 2001, the Company opened its first store on the west
coast with several new stores in the state of Washington. In fiscal 2002, the
Company will open its first store in the state of Oregon. The Company closed
four under-performing stores during fiscal 2001 and analyzes stores for
potential closing from time to time.

     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. The
Company 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 agreements in place for any in
the future.



                                       5

<PAGE>
MERCHANDISING

     The Company's merchandising strategy at its Gadzooks stores 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 14
and 18. Each store typically carries an inventory of approximately 2,400 SKUs.

     The Company's merchandise includes highly visible names such as ECKO,
Billabong, Fox, Puma, Candie's, Hurley and others. 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 establishing fashion trends.

     The Company classifies all of its merchandise into one of the following
five categories:

             o Juniors:                      The Juniors category includes
                                             casual sportswear separates
                                             designed for fashion-current
                                             teenage girls, such as knit tops,
                                             woven shirts and vests, denim,
                                             dresses and swimwear. Key brands
                                             in this category include Candie's,
                                             DKNY Jeans, L.E.I., Bongo and Mudd.

             o Young Mens:                   The Young Mens category
                                             includes casual sportswear
                                             separates reflecting current
                                             fashion trends, such as woven and
                                             knit tops and bottoms made of denim
                                             and other fabrics. Key brands in
                                             this category include ECKO,
                                             Billabong, Fox, Hurley and Puma.

             o Accessories:                  The Accessories category includes
                                             a variety of male, female and
                                             unisex accessories including
                                             sunglasses, watches, wallets,
                                             hair accessories, backpacks,
                                             necklaces, hats and other
                                             accessories. Key brands in this
                                             category include ECKO, Fossil,
                                             Fox and Candie's.

             o Unisex t-shirts:              The Unisex category consists 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.

             o Footwear:                     The Company offers a limited
                                             selection of male, female and
                                             unisex footwear including
                                             sandals and active footwear. Key
                                             brands in this category include
                                             Candie's, Dr. Marten, Vans, Puma
                                             and ECKO.

     The following table sets forth the Company's merchandise sales by category
as an approximate percentage of total net sales:


<Table>
<Caption>
                                             FISCAL YEAR
                                       2001      2000      1999
                                      ------    ------    ------
<S>                                   <C>       <C>       <C>
         Juniors                          39%       38%       34%
         Young Mens                       27        27        30
         Accessories                      16        17        16
         Unisex t-shirts                  13        12        11
         Footwear                          5         6         9
                                      ------    ------    ------
                                         100%      100%      100%
                                      ------    ------    ------
</Table>


                                       6

<PAGE>
     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. The Company expects to continue to adjust its
emphasis in particular categories in response to changing fashion trends and,
therefore, its merchandise mix may vary slightly from time to time.

     The Company continues to supplement its national and teen branded
merchandise with private brand offerings in order to better meet the needs of
its customers. Private brands allow the Company the opportunity to expand its
customer base by providing merchandise of comparable quality to brand name
merchandise at competitive prices and to capitalize on fashion trends when
branded merchandise vendors are not offering the latest in trends. The private
brand merchandise is designed internally by the Company's product design team
and buying staff. This merchandise is sourced domestically to allow the buying
staff to react quickly to developing trends. Private brand sales, including
merchandise designed and sourced by Gadzooks under the Candie's label, accounted
for approximately 13 percent and 6 percent of the Company's sales in fiscal 2001
and fiscal 2000, respectively.

     In an effort to keep the stores fresh and exciting, the Company's visual
merchandising department, in conjunction with the marketing and buying 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 four times
each year to highlight specific merchandise for each of the Company's spring,
summer, back-to-school and holiday selling seasons and to maintain a current
look. In addition, the Company maintains a constant flow of new merchandise to
the stores through shipments from its distribution center on a daily basis to
encourage customers to frequently visit its stores. To reduce the risk
associated with the introduction of new products, the Company tests certain
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 chief merchandising officer,
divisional merchandising managers, buyers and assistant buyers. The purchasing
staff analyze current fashion directions by visiting major fashion markets,
maintaining close relationships with the Company's vendors and utilizing focus
groups in order to identify styles and trends. In addition, the Company's buyers
attend concerts and other events attended by teenagers. The chief merchandising
officer, divisional merchandising managers and the buyers regularly monitor
merchandise flow through the stores and strive to maintain the appropriate
merchandise mix to meet customer demand.

     Due to changes in fashion trends and seasonality, the Company purchases
merchandise from numerous vendors throughout the year. During fiscal 2001, the
Company did business with approximately 600 vendors. No single vendor accounted
for more than 10% of merchandise purchases. Gadzooks believes that strong vendor
relationships are important to the growth and success of the Company.

     In addition, the Company uses private label merchandise to supplement its
primarily branded product line. Bad Kitty and Misdemeanor are the private label
brands established for the junior's category, and Epidemic, Decibel and Verbal
Assault have been established for the young men's category.

PLANNING AND ALLOCATION

     The Company continually strives to improve its merchandising, distribution,
planning and allocation methods to manage its inventory more productively. The
Company's planning and allocation staff work closely with the buyers to
determine the correct inventory levels for all stores and merchandise
categories. The Company divides its stores into different categories based upon,
among other things, geographic location, demographics, sales volume, competition
and store capacity. Merchandise allocation is based in part on sales and
inventory 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 relocated its headquarters to a 207,000 square
foot site in the Dallas metropolitan area, which includes a distribution
facility and the Company's corporate offices. Vendors deliver merchandise to

                                       7

<PAGE>

this facility, where it is inspected, entered into the Company's computer
system, ticketed (to the extent that it was not pre-ticketed by the vendor),
allocated to stores and boxed for distribution to the Company's stores.
Merchandise is typically shipped to stores daily, providing Gadzooks' stores
with a steady flow of new merchandise. For certain key products, the Company
maintains a backstock at its distribution center that is allocated and
distributed to the stores through an automated replenishment system.

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,
regional sales directors and district sales managers, who generally have
responsibility for seven to nine stores within a geographic district. Individual
stores are managed by a store manager and two assistant store managers. A
typical store has 6 to 12 part-time sales associates, depending on the season.
Gadzooks compensates its district and store managers with a base salary and
performance bonuses, based on store sales and shrink results. In addition, stock
options are granted to district sales managers and above after their first year
of service, with additional grants each year thereafter. 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 store expansion program will be dependent on its
ability to promote and/or recruit qualified district and store management. The
Company has an established training program for future district sales managers.
Store managers, many of whom are selected from among the Company's assistant
managers, currently complete a one-week training program with a designated
training store manager before taking responsibility for a store. A formalized
one-week training program for assistant managers has been rolled out to the
stores in fiscal 2002. The hiring and training of new sales associates and
assistant managers are the responsibility of store managers, and the Company has
established training and operations manuals to assist them in this process.

     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 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 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 customer service at the store level through various programs, including
unannounced visits to the stores by store operations personnel and by regularly
reviewing and responding to customer feedback.

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 television monitors
featuring popular music videos and creative, eye-catching signage. A standard
feature in all stores is the Company's signature Volkswagen Beetle. The Company
typically displays a significant amount of merchandise on the walls of the
store, with male merchandise along one side and female merchandise along the
other. 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.

                                       8

<PAGE>


     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 2,500 square feet. The
Company typically seeks a location of approximately 2,400 to 3,100 square feet
with significant mall frontage. However, the 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 construction begins.

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," updated sales reports 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 personnel 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 believes that its current management information and control
systems are adequate to support the Company's planned expansion, but regularly
evaluates its systems to determine when upgrades or replacements are needed. In
1999, the Company significantly upgraded its information technology
infrastructure network to support many ongoing initiatives. The Company
implemented enhanced planning and allocation systems in fiscal 2000 and fully
integrated the planning system with the planning process in the beginning of
fiscal 2002. These changes allow the Company to more efficiently manage and
respond to merchandise mix changes at a chain and store level. The Company
implemented a new financial system that was fully operational by the end of the
third quarter of fiscal 2001. Additionally, the Company has signed a contract to
license new point-of-sale, merchandising and distribution systems to be
installed and implemented over the course of the next five years.

ADVERTISING AND PROMOTION

     The Company relies primarily on mall traffic, 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. During fiscal 2001, the Company began building an e-mail
database of customers. The database is used to advertise and promote merchandise
offerings and contests via e-mail blasts as a means to increase customer traffic
at the stores. 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 and plans
on increasing its advertisements in national magazines, such as Seventeen, Spin
and Teen People, in partnership 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. The Company's redesigned website features music
videos, movie previews, horoscopes, current store fashions and promotions to
capture the attention of teenagers and attract them to the stores. The Company
has also been active in sponsoring concerts and other teen-related promotional
events.

                                       9

<PAGE>
TRADEMARKS

     The Company has registered on the Principal Register of the United States
Patent and Trademark Office "Gadzooks" (in various formats) and "Gaditude" and
currently has pending registrations for "Bad Kitty," "Decibel," "Epidemic,"
"Misdemeanor," "Orchid" and "Verbal Assault." 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, with national specialty chains such as Old Navy
and certain divisions of The Limited, with numerous other teen retailers such as
American Eagle Outfitters, The Buckle, Abercrombie & Fitch, Pacific Sunwear, Wet
Seal and Hot Topic, and with local specialty stores in certain markets, and to a
lesser extent, with mass merchandisers and companies providing shopping sites
via the internet. Many of the Company's competitors are larger and have
substantially greater financial, marketing and other resources than the Company.
The principal competitive factors in the Company's business are fashion,
merchandise selection, customer service, price and store location.

EMPLOYEES

     On February 28, 2002, the Company had 1,527 full-time employees and 3,150
part-time employees. Of the Company's 4,677 employees, 148 were corporate
personnel, 105 were distribution center employees and 4,424 were store
employees. The number of part-time employees varies with seasonal needs. None of
the Company's employees are covered by a collective bargaining agreement. The
Company seeks to create a casual and supportive working environment and believes
its employee relations to be excellent.

                                       10

<PAGE>

                                  RISK FACTORS

     This Report contains certain forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21F of the Securities
Exchange Act of 1934. When used in this report, words such as "anticipate,"
"believe," "estimate," "expect," "intend," "predict," "project," and similar
expressions, as they relate to us or our management, identify forward-looking
statements. These forward-looking statements are based on information currently
available to our management. Actual results could differ materially from those
contemplated by the forward-looking statements as a result of certain factors,
including fluctuations in store sales results, changes in economic conditions,
fluctuations in quarterly results and other factors described under the "Risk
Factors" section. Such statements reflect the current views of our management
with respect to future events and are subject to these and other risks,
uncertainties and assumptions relating to our operations, results of operations,
growth strategy and liquidity. All subsequent written and oral forward-looking
statements attributable to us, or persons acting on our behalf, are expressly
qualified in their entirety by this paragraph.

GROWTH STRATEGY: FUTURE OPERATING RESULTS

     The Company's net sales 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 its
growth strategy by opening new stores for the foreseeable future, and its future
operating results will depend, to a certain degree, upon its ability to open and
operate new stores successfully and to manage a larger business profitably. The
Company anticipates opening approximately 12 new Gadzooks stores during fiscal
2002. The Company is still evaluating the Orchid concept and could open one more
new store this year as part of the evaluation process. In the future, the
Company may enter 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 customers 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
agreements in place 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
"Business -- Expansion Strategy."

     The Company anticipates capital expenditures of $8 million to $10 million
in fiscal 2002 to open 12 new Gadzooks stores, remodel one existing store,
update the look of selected existing stores and purchase and/or upgrade
information systems. The Company has hired a consultant to review the current
store base and provide recommendations on ways to update the look of more mature
stores. Further, the consultant will develop a plan to increase the visual
appeal, flow and shop-ability of all stores. 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, store size and the extent of the build-out required at the
selected site. The Company believes that its existing cash balances, cash
generated from operations and funds available under the Company's revolving line
of credit will be sufficient to fund its expansion requirements through at least
fiscal 2002. The Company cannot give assurance that it will not be required to
seek additional sources of funds for such expansion.

                                       11

<PAGE>
FLUCTUATIONS IN COMPARABLE STORE SALES RESULTS

     A variety of factors affect the Company's comparable store sales results,
including economic conditions, fashion trends, the retail sales environment,
sourcing and distribution of products and the Company's ability to execute its
business strategy efficiently. The Company's quarterly comparable store sales
results have varied significantly in the past. The Company's comparable store
sales results were 17.1%, 5.7%, 9.3% and 1.7% in the first, second, third and
fourth quarters of fiscal 2000, respectively, and (4.6)%, (8.9)%, (3.2)% and
(3.9)% in the first, second, third and fourth quarters of fiscal 2001,
respectively.

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 and
brands that appeals to their preferences in a timely manner. The fashion tastes
of the Company's customers may change frequently. 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
operating results, comparable store sales results and image with its customers.
See Item 1, "Business -- Merchandising."

PRIVATE LABEL MERCHANDISE

     Sales from private label merchandise, including merchandise designed and
sourced by Gadzooks under the Candie's label, accounted for approximately 13%
and 6% of net sales in fiscal 2001 and fiscal 2000, respectively. The Company
expects to increase the percentage of net sales in private label merchandise in
the future, although there can be no assurance that the Company will be able to
achieve increases in private label merchandise sales as a percentage of net
sales. Because the Company's private label merchandise generally carries higher
merchandise margins than its other merchandise, the Company's failure to
anticipate, identify and react in a timely manner to fashion trends with its
private label merchandise, particularly if the percentage of net sales derived
from private label merchandise increases, may have a material adverse affect on
the Company's business, financial condition and results of operations. See Item
1, "Business - Merchandising."

IMPACT OF ECONOMIC CONDITIONS

     Certain economic conditions affect the level of consumer spending on
merchandise offered by the Company, including business conditions, interest
rates, taxation and consumer confidence in future economic conditions. If the
demand for apparel and related merchandise by teenagers declines, the Company's
business, comparable store sales results and results of operations would be
materially and adversely affected. Although the Company advertises on its
website, through e-mail blasts and 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 Item 1, "Business."

DEPENDENCE ON SINGLE DISTRIBUTION FACILITY

     The Company's distribution functions for all its stores are handled from a
single facility in Carrollton, Texas. Any significant interruption in the
operation of the distribution facility due to natural disasters, accidents,
system failures or other unforeseen causes could have a material adverse effect
on the Company's business, financial condition and results of operations. There
can be no assurance that the Company's distribution center will be adequate to
support the Company's anticipated future growth.

                                       12

<PAGE>

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, 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. The Company has experienced quarterly 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.

ECONOMIC IMPACT OF RECENT TERRORIST ATTACKS

     As a result of the attacks on September 11, 2001, security has been
heightened in public areas, including the regional shopping malls where the
Company's stores are located. Any further threat of terrorist attacks or actual
terrorist events could lead to lower customer traffic in regional shopping
malls. The decline in tourism has also had a negative impact on stores located
in Florida. A continued decline in tourism in this market could have a material
effect on the Company's sales and profitability. In addition, local authorities
or mall management could close regional shopping malls in response to any
immediate security concern. For example, on September 11, 2001, substantially
all the Company's stores were closed early due to closure of the malls in
response to the terrorist attacks. Mall closures, as well as lower customer
traffic due to security concerns, could result in decreased sales that would
have a material adverse effect on the Company's business, financial condition
and results of operations.

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. 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, 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. During the Company's 2001 fiscal year, no single
vendor accounted for more than 10% of the Company's merchandise purchases. See
Item 1, "Business -- Merchandising" and "Business -- Purchasing."

DEPENDENCE ON KEY PERSONNEL

     The Company's success depends largely on the efforts and abilities of
senior management. The loss of the services of any member of senior management
could have a material adverse effect on the Company's business, financial
condition and results of operations. 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 retain current and attract additional
qualified personnel as needed in the future.

COMPETITION

     The Company operates in a highly competitive environment, which has
experienced aggressive growth in the number of competitors, the number of stores
and the amount of square footage dedicated specifically to teen retailing. In a
study conducted by Bear, Stearns & Co. Inc. of seventeen teen-oriented retail
companies, "the number of stores per million teenagers rose 11.8% between 1995
and 2000, while square footage per youth climbed 13%". The Company currently
competes with traditional and department stores, with national specialty chains
such as Old Navy and certain divisions of The Limited, with numerous other teen
retailers, such as American Eagle Outfitters, The Buckle, Abercrombie & Fitch,
Pacific Sunwear, Wet Seal and Hot Topic, with smaller chains and local specialty
stores, and to a lesser extent, with mass merchandisers and companies providing
shopping sites via the internet. 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

                                       13

<PAGE>

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 Item 1, "Business -- Competition."

STOCK PRICE VOLATILITY

     The market price of the Company's Common Stock has fluctuated substantially
since the Company's initial public offering in October 1995. The Company's
Common Stock is quoted on The Nasdaq Stock 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 Company's Common Stock to fluctuate
substantially.

ANTI-TAKEOVER MATTERS

     The Company's Restated Articles of Incorporation 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 of Incorporation 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.

     The Company has a Shareholder Rights Plan, which is intended to deter an
unfriendly takeover of the Company and to help ensure that current shareholders
receive fair value upon the sale of their stock to another party seeking control
of the Company. See "Notes to Consolidated Financial Statements - Note 12
Shareholder Rights Plan," located on page 29 of the Registrant's 2001 Annual
Report to Shareholders, filed as Exhibit 13 to this Report. Such Notes to
Consolidated Financial Statements are incorporated herein by reference.

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 June 2002 and July 2012. The leases for most of the
existing stores are for terms of ten years and provide for contingent rent based
upon a percent of sales in excess of specified minimums.

     The Company leases its office and distribution center located in
Carrollton, Texas under a lease that 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 does not believe that any resulting liability from
existing legal proceedings, individually or in the aggregate, will have a
material adverse effect on its operations or financial condition.

     In the third quarter of fiscal 2001, the Company favorably settled a
lawsuit against another mall tenant that resulted in a gain of approximately
$740,000.

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.

                                       14

<PAGE>

                                     PART II

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

     The information in response to Item 5 is contained in the section entitled
"Corporate Information - Share Price Data" located on page 31 of the
registrant's 2001 Annual Report to Shareholders, filed as Exhibit 13 to this
Report. Such information is incorporated herein by reference.

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 9
of the registrant's 2001 Annual Report to Shareholders, filed as Exhibit 13 to
this Report. Such information is incorporated herein by reference.

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 10 to 17 of the registrant's 2001 Annual Report to
Shareholders, filed as Exhibit 13 to this Report. Such information is
incorporated herein by reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

     The Company does not engage in trading market risk sensitive instruments
and does not purchase as investments, as hedges, or for purposes "other than
trading," instruments that are likely to expose the Company to market risk,
whether it be from interest rate, foreign currency exchange, commodity price or
equity price risk. The Company has not issued any debt instruments, entered into
any forward or futures contracts, purchased any options or entered into any
swaps.

     The Company's primary market risk exposure is that of interest rate risk. A
change in LIBOR or the Prime Rate as set by Wells Fargo Bank, would affect the
rate at which the Company could borrow funds under its credit facility.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     The information in response to Item 8 is contained in the registrant's 2001
Annual Report to Shareholders, filed as Exhibit 13 to this Report. Such
information 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.......................................................          14
Consolidated Balance Sheets at February 2, 2002 and February 3, 2001.....................          18
Consolidated Statements of Income for the Years Ended February 2, 2002,
      February 3, 2001, and January 29, 2000.............................................          19
Consolidated Statements of Shareholders' Equity for the Years Ended February 2, 2002,
      February 3, 2001, and January 29, 2000.............................................          20
Consolidated Statements of Cash Flows for the Years Ended February 2, 2002,
      February 3, 2001, and January 29, 2000.............................................          21
Notes to Consolidated Financial Statements...............................................        22 - 29
Report of Independent Accountants........................................................          30
Corporate Information....................................................................          31
</Table>


                                       15

<PAGE>

* The indicated pages of the Company's 2001 Annual Report to Shareholders are
filed as Exhibit 13 to this Report. Exhibit 13 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 Item 10 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 Item 11 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 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     Information with respect to Item 12 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 Item 13 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 PricewaterhouseCoopers LLP
         dated March 7, 2002, appearing in the accompanying 2001 Annual Report
         to Shareholders are incorporated by reference in this Report. With the
         exception of the aforementioned information and information
         incorporated in Items 5, 6 and 7, the 2001 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>
                                   SIGNATURES

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

                                             GADZOOKS, INC.



Date:  April 29, 2002                        By  /s/ Gerald R. Szczepanski
                                                 -------------------------------
                                                      Gerald R. Szczepanski
                                                      Chairman of the Board and
                                                      Chief Executive Officer

         Each person whose signature appears below hereby authorizes Gerald R.
Szczepanski and James A. Motley, 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
                  ---------                                             -----                             ----
<S>                                                       <C>                                       <C>
/s/ Gerald R. Szczepanski                                 Chairman of the Board and Chief           April 29, 2002
-------------------------------------------               Executive Officer (Principal
            Gerald R. Szczepanski                         Executive Officer)


/s/ James A. Motley                                       Vice President, Chief Financial           April 29, 2002
-------------------------------------------               Officer, Treasurer and Secretary
               James A. Motley                            (Principal Financial and Accounting
                                                          Officer)


/s/ G. Michael Machens                                    Director                                  April 29, 2002
-------------------------------------------
             G. Michael Machens

/s/ Robert E.M. Nourse                                    Director                                  April 29, 2002
-------------------------------------------
             Robert E.M. Nourse

/s/ Ron G. Stegall                                        Director                                  April 29, 2002
-------------------------------------------
            Ron G. Stegall

/s/ Lawrence H. Titus, Jr.                                Director                                  April 29, 2002
-------------------------------------------
           Lawrence H. Titus, Jr.

/s/ William C. Bousquette                                 Director                                  April 29, 2002
-------------------------------------------
           William C. Bousquette
</Table>



                                       17
<PAGE>

                                INDEX TO EXHIBITS

<Table>
<Caption>
  EXHIBIT
    NO.                               DESCRIPTION OF DOCUMENTS
  -------                             ------------------------
<S>        <C>
     3.1   -- Third 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).

     3.3   -- First Amendment to the Amended and Restated Bylaws of the
              Company (filed as Exhibit 3.3 of the Company's Quarterly Report on
              Form 10-Q for the quarter ended August 2, 1997 filed with the
              Commission on September 16, 1997 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).

     4.2   -- Rights Agreement dated as of September 3, 1998 between the
              Company and Mellon Investor Services, L.L.C. (filed as Exhibit 1
              to the Company's Form 8-A filed with the Commission on September
              4, 1998 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 (filed
              as Exhibit 10.3 to the Company's 1996 Annual Report on Form 10-K
              filed with the Commission on April 23, 1997 and incorporated
              herein by reference).

    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).
</Table>

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<PAGE>
<Table>
<S>        <C>

    10.9   -- Gadzooks, Inc. Employees' Savings Plan, as amended and revised
              (filed as Exhibit 4.5 to the Company's Form S-8 (No. 333-68205)
              filed with the Commission on December 1, 1998 and incorporated
              herein by reference).

    10.10  -- Severance Protection Agreement dated September 1, 1998 between
              the Company and Gerald R. Szczepanski (filed as Exhibit 10.24 to
              the Company's Quarterly Report on Form 10-Q filed with the
              Commission on December 15, 1998 and incorporated herein by
              reference).

    10.11  -- 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).

    10.12  -- Amendment No. 5 to the Gadzooks, Inc. 1992 Incentive and
              Nonstatutory Stock Option Plan dated September 12, 1996 (filed as
              Exhibit 10.13 to the Company's 1996 Annual Report on Form 10-K
              filed with the Commission on April 23, 1997 and incorporated
              herein by reference).

    10.13  -- Amendment No. 1 to the 1994 Incentive and Nonstatutory Stock
              Option Plan for Key Employees dated September 12, 1996 (filed as
              Exhibit 10.14 to the Company's 1996 Annual Report on Form 10-K
              filed with the Commission on April 23, 1997 and incorporated
              herein by reference).

    10.14  -- Gadzooks, Inc. Employee Stock Purchase Plan (filed as Exhibit 4.5
              to the Company's Form S-8 (No. 333-50639) filed with the
              Commission on April 21, 1998 and incorporated herein by
              reference).

    10.15  -- Lease Agreement between Gadzooks, Inc. (Lessee) and CB Midway
              International, LTD. (Lessor) dated August 23, 1996 (filed as
              Exhibit 10.17 to the Company's 1997 Annual Report on Form 10-K
              filed with the Commission on April 27, 1998 and incorporated
              herein by reference).

    10.16  -- Gadzooks, Inc. 401(k) Plan and Profit Sharing Plan Adoption
              Agreement (filed as Exhibit 10.18 to the Company's Quarterly
              Report on Form 10-Q filed with the Commission on June 9, 1998, and
              incorporated herein by reference).

    10.17  -- Amendment No. 1 to the Credit Agreement between the Company and
              Wells Fargo Bank (Texas), National Association, dated June 11,
              1998 (filed as Exhibit 10.19 to the Company's Quarterly Report on
              Form 10-Q filed with the Commission on September 15, 1998, and
              incorporated herein by reference).

    10.18  -- Amendment No. 2 to the Credit Agreement between the Company and
              Wells Fargo Bank (Texas) National Association, dated May 14, 1999
              (filed as Exhibit 10.20 to the Company's Quarterly Report on Form
              10-Q filed with the Commission on June 15, 1999 and incorporated
              herein by reference).

    10.19  -- Amendment No. 6 to the Gadzooks, Inc. 1992 Incentive and
              Nonstatutory Stock Option Plan dated June 18, 1998 (filed as
              Exhibit 4.8 to the Company's Form S-8 (No. 333-60869) filed with
              the Commission on August 7, 1998 and incorporated herein by
              reference).

    10.20  -- Amendment No. 1 to the Gadzooks, Inc. 1995 Non-Employee Director
              Stock Option Plan dated June 18, 1998 (filed as Exhibit 4.10 to
              the Company's Form S-8 (No. 333-60869) filed with the Commission
              on August 7, 1998 and incorporated herein by reference).

    10.21  -- Amendment No. 3 to the Credit Agreement between the Company and
              Wells Fargo Bank (Texas) National Association dated June 1, 2000
              (filed as Exhibit 10.24 to the Company's Quarterly Report on Form
              10-Q filed with the Commission on June 13, 2000 and incorporated
              herein by reference).

    10.22  -- Management Services Agreement by and between Gadzooks Management,
              L.P. and Gadzooks, Inc. dated June 28, 2000 (filed as Exhibit
              10.25 in the Company's Quarterly Report on Form 10-Q filed with
              the Commission on September 12, 2000 and incorporated herein by
              reference).
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                                       19

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    10.23  -- Lease and Occupancy Agreement between Gadzooks, Inc. and Gadzooks
              Management, L.P. dated June 28, 2000 (filed as Exhibit 10.26 to
              the Company's Quarterly Report on Form 10-Q filed with the
              Commission on September 12, 2000 and incorporated herein by
              reference).

    10.24  -- Amendment No. 7 to the Gadzooks, Inc. 1992 Incentive and
              Nonstatutory Stock Option Plan dated as of March 30, 2000 (filed
              as Exhibit 4.9 to the Company's Form S-8 (No. 333-48350) filed
              with the Commission on October 20, 2000 and incorporated herein
              by reference).

    10.25  -- Amendment No. 8 to the Gadzooks, Inc. 1992 Incentive and
              Nonstatutory Stock Option Plan dated as of March 30, 2000 (filed
              as Exhibit 4.10 to the Company's Form S-8 (No. 333-48350) filed
              with the Commission on October 20, 2000 and incorporated herein
              by reference).

    10.26  -- Amendment No. 1 to the Gadzooks, Inc. Employee Stock Purchase
              Plan dated as of March 30, 2000 (filed as Exhibit 4.10 to the
              Company's Form S-8 (No. 333-48350) filed with the Commission on
              October 20, 2000 and incorporated herein by reference).

    10.27  -- Amendment No. 4 to the Credit Agreement between the Company and
              Wells Fargo Bank (Texas) National Association, dated June 1, 2001
              (filed as Exhibit 10.28 to the Company's Quarterly Report on Form
              10-Q filed with the Commission on June 18, 2001 and incorporated
              herein by reference).

    10.28  -- Executive Retirement Agreement between Gadzooks Management, L.P.
              and Gerald R. Szczepanski dated July 31, 2001 (filed as Exhibit
              10.29 to the Company's Quarterly Report on Form 10-Q filed with
              the Commission on September 18, 2001 and incorporated herein by
              reference).

    10.29  -- First Amendment to the Severance Protection Agreement between
              Gadzooks Management, L.P. and Gerald R. Szczepanski dated June 1,
              2001 (filed as Exhibit 10.28 to the Company's Quarterly Report on
              Form 10-Q filed with the Commission on December 18, 2001 and
              incorporated herein by reference).

    10.30  -- Severance Protection Agreement between Gadzooks Management,
              L.P. and Paula Y. Masters dated July 1, 2001 (filed as Exhibit
              10.29 to the Company's Quarterly Report on Form 10-Q filed with
              the Commission on December 18, 2001 and incorporated herein by
              reference).

    10.31  -- Severance Protection Agreement between Gadzooks, Inc. and
              James F. Wimpress, Jr. dated July 1, 2001 (filed as Exhibit 10.30
              to the Company's Quarterly Report on Form 10-Q filed with the
              Commission on December 18, 2001 and incorporated herein by
              reference).

   10.32   -- Severance Protection Agreement between Gadzooks Management,
              L.P. and William S. Kotch, III dated July 1, 2001 (filed as
              Exhibit 10.31 to the Company's Quarterly Report on Form 10-Q filed
              with the Commission on December 18, 2001 and incorporated herein
              by reference).

    13*    -- Pages 9-31 of the Company's 2001 Annual Report to Shareholders.

    21     -- List of Subsidiaries (filed as Exhibit 21 to the Company's 2000
              Annual Report on Form 10-K filed with the Commission on April 30,
              2001 and incorporated herein by reference).

    23*    -- Consent of PricewaterhouseCoopers  LLP.

    24*    -- Power of Attorney (included on signature page of this report).
</Table>

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* Filed herewith (unless otherwise indicated, exhibits are previously filed).


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