SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT September 8, 2000 (DATE OF EARLIEST EVENT REPORTED) BFX HOSPITALITY GROUP, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) COMMISSION FILE NUMBER 001-09822 DELAWARE 75-1732794 (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER IDENTIFICATION NO.) OF INCORPORATION) 226 BAILEY AVENUE SUITE 101 FORT WORTH, TEXAS 76107 (ADDRESS OF PRINCIPAL EXECUTIVE (ZIP CODE) OFFICES) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (817) 332-4761 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On September 9, 2000, the Company completed the sale of substantially all of the assets of Cabo Travis, Inc. and Cabo Shepherd, Inc., both Texas corporations, and subsidiaries of the Company ("Cabo"), to an investment group headed up by Enron Investment Partners of Houston, Texas pursuant to the terms of an Asset Purchase Agreement, dated as of September 8, 2000. The purchase price received at the closing was $3,500,000 in cash. The assets sold include substantially all of the assets owned by Cabo and used in connection with its business, including without limitation, all inventory, tangible personal property, intellectual property rights and contracts. The purchase price for the subject assets was determined through negotiations between the Company and the Buyer. 2 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (b) Pro forma financial information. The following unaudited pro forma statements of operations for the nine months ended June 30, 2000 and the year ended September 30, 1999 reflect the historical accounts of the Company for those periods, adjusted to give pro forma effect to the sale as if the transaction had occurred at the beginning of each period presented. The following unaudited pro forma balance sheet as of June 30, 2000 reflects the historical accounts of the Company as of that date adjusted to give pro forma effect to the sale as if the transaction had occurred as of June 30, 2000. The pro forma financial data and accompanying notes should be read in conjunction with the description of the sale in this Form 8-K, the Consolidated Financial Statements and related notes included in the Company's 1999 Annual Report on Form 10-K previously filed with the Securities and Exchange Commission ("SEC"), and the Form 10-Q for the three and nine months ended June 30, 2000 previously filed with the SEC. The Company believes that the assumptions used in the following statements provide a reasonable basis on which to present the pro forma financial data. The pro forma financial data is provided for informational purposes only and should not be construed to be indicative of the Company's financial condition or results of operations had the sale been consummated on the dates assumed and are not intended to project the Company's financial condition on any future date or results of operations for any future period. 3 PRO FORMA STATEMENT OF OPERATIONS FOR THE YEAR ENDED SEPTEMBER 30, 1999

4 PRO FORMA STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED JUNE 30, 2000

5 PRO FORMA BALANCE SHEET AS OF JUNE 30, 2000

6 (1) Reflects an increase in cash as a result of the sale, as follows: Cash sale price $3,500,000 Less management bonuses 150,000 Less estimated transactions costs 150,000 ---------- $3,200,000 ========== (2) Reflects deferred taxes associated with the gain on the sale. (3) Represents estimated gain as a result of the sale calculated based on the following assumptions: Cash sale price $3,500,000 Less net book value of assets sold 2,070,000 Less management bonuses 150,000 Less estimated transactions costs 150,000 Less estimated tax expenses 400,000 ---------- Estimated net gain $ 730,000 ========== 7 (c) Exhibits 2.1 Asset Purchase Agreement by and among Cabo Shepherd, Inc., Cabo Travis, Inc., American Food Classics, Inc., BFX Hospitality Group, Inc. and Cabo Restaurants, LP, dated as of September 25, 2000. BFX HOSPITALITY GROUP, INC. Dated: September 25, 2000 By: /s/ Robert Korman -------------------------- Robert Korman, Vice President and Chief Financial Officer 8

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