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<TITLE>Filed by Bowne Pure Compliance</TITLE>
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<P style="font-size: 14pt" align="center"><B>UNITED STATES<BR>
SECURITIES AND
EXCHANGE COMMISSION<BR>
<FONT style="font-size: 12pt">Washington, D.C. 20549
</FONT></B>

<P style="font-size: 18pt" align="center"><B>FORM 8-K</B>

<P style="font-size: 12pt" align="center"><B>CURRENT REPORT<BR>
Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934</B>

<P style="font-size: 10pt" align="center"><B>Date of Report (Date of earliest
event reported): November 13, 2008</B>


<P style="font-size: 24pt" align="center"><B>REAL MEX RESTAURANTS,
INC.<BR>
</B><FONT style="font-size: 10pt">(Exact name of registrant as
specified in its charter) </FONT>
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cellpadding="0" width="100%" border="0">

 <TR>
  <TD width="32%">&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD width="33%">&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD width="32%">&nbsp;</TD>
 </TR>
 <TR valign="bottom">
  <TD style="border-bottom: #000000 1px solid"><B>Delaware</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>333-116310</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>13-4012902</B></TD>
 </TR>
 <TR valign="top">
  <TD>(State or other Jurisdiction of Incorporation)</TD>
  <TD>&nbsp;</TD>
  <TD>(Commission File Number)</TD>
  <TD>&nbsp;</TD>
  <TD>(IRS Employer Identification No.)</TD>
 </TR>

</TABLE>
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cellpadding="0" width="100%" border="0">

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  <TD width="49%">&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD width="49%">&nbsp;</TD>
 </TR>
 <TR valign="bottom">
  <TD style="border-bottom: #000000 1px solid"><B>5660 Katella Avenue, Suite
100<BR>
Cypress, CA<BR>
</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>90630</B></TD>
 </TR>
 <TR valign="top">
  <TD>(Address of Principal Executive Offices)</TD>
  <TD>&nbsp;</TD>
  <TD>(Zip Code)</TD>
 </TR>

</TABLE>


<P style="font-size: 10pt" align="center">Registrant&#8217;s telephone number,
including area code: <B>(562)-346-1200</B>
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cellpadding="0" width="30%" border="0">

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  <TD width="100%">&nbsp;</TD>
 </TR>
 <TR>
  <TD style="border-bottom: #000000 1px solid" nowrap><B>Not
applicable<BR>
</B></TD>
 </TR>
 <TR>
  <TD nowrap>(Former name or former address if changed since last report.)</TD>
 </TR>

</TABLE>


<P style="font-size: 10pt" align="left">Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:

<P style="font-size: 10pt" align="left"><FONT face="Wingdings">o</FONT> Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)<BR>
<BR>
<FONT face="Wingdings">o</FONT> Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<BR>
<BR>
<FONT
face="Wingdings">o</FONT> Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<BR>
<BR>
<FONT
face="Wingdings">o</FONT> Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<BR>


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valign="top">
  <TD nowrap align="left" width="3%"><B>Item&nbsp;5.02.</B>&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD> <B>Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.</B></TD>
 </TR>

</TABLE>


<P style="font-size: 10pt" align="left"><U>Director Changes</U>

<P style="font-size: 10pt; text-indent: 4%" align="left">Effective
November&nbsp;13, 2008, RM Restaurant Holding Corp. (&#8220;Holdco&#8221;),
Real Mex Restaurants, Inc.&#8217;s (the &#8220;Company&#8221;) parent, and its
lenders executed an agreement to exchange Holdco&#8217;s outstanding borrowings
under its unsecured term loan facility for common stock of Holdco (the
&#8220;Exchange Agreement&#8221;). Pursuant to the Exchange Agreement, on
November&nbsp;13, 2008, Michael Alger and Clarence Terry resigned as directors
of the Company and the following people were appointed directors of the
Company: Anatoly Bushler, Evan Geller, Michael Linn, Raj Patel, Anthony Polazzi
and Douglas Tapley (collectively, the &#8220;New Directors&#8221;).

<P style="font-size: 10pt; text-indent: 4%" align="left">Mr.&nbsp;Bushler,
Mr.&nbsp;Linn and Mr.&nbsp;Patel are employees or managers of Farallon Capital
Management, L.L.C. which is an affiliate of a stockholder of Holdco.
Mr.&nbsp;Geller and Mr.&nbsp;Tapley are employed by Kohlberg Kravis Roberts
&amp; Co. which is an affiliate of stockholders of Holdco. Mr.&nbsp;Polazzi is
employed by Sun Capital which is an affiliate of stockholders of Holdco. There
are no other arrangements or understandings between any of the New Directors
and any other person pursuant to which the New Directors were appointed to the
Board of Directors of the Company (the &#8220;Board&#8221;).&nbsp; Furthermore,
none of the New Directors are a party to any transactions that would require
disclosure pursuant to Item 404(a) of Regulation&nbsp;S-K.&nbsp; None of the
New Directors will be compensated for serving as a director of the Company;
however each will be reimbursed for reasonable out-of-pocket expenses in
connection with his travel to and attendance at meetings of the Board and the
committees thereof.

<P style="font-size: 10pt" align="left"><U>Resignation of Chief Executive
Officer</U>

<P style="font-size: 10pt; text-indent: 4%" align="left">On December&nbsp;15,
2008, Frederick F. Wolfe resigned from his positions as Director, President and
Chief Executive Officer of the Company effective immediately. The Board has
initiated a search for Mr.&nbsp;Wolfe&#8217;s replacement. In the interim,
Steven Tanner was appointed by the Board on December&nbsp;16, 2008 to serve as
the Company&#8217;s Interim President and Chief Executive Officer, in addition
to his current roles as Executive Vice President and Chief Financial Officer of
the Company. Concurrently, Mr.&nbsp;Tanner resigned his position as Secretary
of the Company, at which time Madelaine Morrow was appointed by the Board as
his replacement. Also effective December&nbsp;16, 2008, Mr.&nbsp;Tanner was
elected by the Company&#8217;s stockholders to replace Mr.&nbsp;Wolfe as a
director.

<P style="font-size: 10pt; text-indent: 4%" align="left">Mr.&nbsp;Tanner, 58,
has been the Company&#8217;s Executive Vice President and Chief Financial
Officer since January&nbsp;2004. Before joining the Company, Mr.&nbsp;Tanner
served as Chief Financial Officer at Sweet Factory during 2003, Executive Vice
President and Chief Financial Officer for Pick Up Stix from 1997 to 2002 and
Chief Financial Officer for In-N-Out Burger from 1991 to 1996. Mr.&nbsp;Tanner
is a Certified Public Accountant and earned his bachelor&#8217;s degree in
Accounting from the Brigham Young University.

<P style="font-size: 10pt; text-indent: 4%" align="left">There is no
arrangement or understanding between Mr.&nbsp;Tanner and any other person,
pursuant to which Mr.&nbsp;Tanner is to be selected as an officer of the
Company that would require disclosure under Item&nbsp;401(b) of
Regulation&nbsp;S-K. Additionally, there is no family relationship between
Mr.&nbsp;Tanner and any other person that would require disclosure under
Item&nbsp;401(d) of Regulation&nbsp;S-K. Mr.&nbsp;Tanner is not a party to any
transactions that would require disclosure under Item&nbsp;404(a) of
Regulation&nbsp;S-K.

<P style="font-size: 10pt; text-indent: 3%" align="center">&nbsp;

<P style="display: none; font-size: 10pt" align="center">2
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<P style="font-size: 10pt" align="center"><B>SIGNATURES</B>

<P style="font-size: 10pt" align="left"><BR>
Pursuant to the requirements of
the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto duly authorized.
<BR>
&nbsp;
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  <TD width="5%">&nbsp;</TD>
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  <TD valign="top">&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left" colspan="3">REAL MEX RESTAURANTS, INC.</TD>
 </TR>
 <TR valign="bottom">
  <TD valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">&nbsp;</DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">&nbsp; </TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">&nbsp;</TD>
 </TR>
 <TR valign="bottom">
  <TD valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">&nbsp;</DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">&nbsp; </TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">&nbsp;</TD>
 </TR>
 <TR valign="bottom">
  <TD valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">Date: December&nbsp;19, 2008
</DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">By: </TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">/s/ Steven Tanner</TD>
 </TR>
 <TR style="font-size: 1px">
  <TD valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">&nbsp;</DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD style="border-top: #000000 1px solid" valign="top"
align="left">&nbsp;</TD>
 </TR>
 <TR valign="bottom">
  <TD valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">&nbsp;</DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">&nbsp; </TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">Steven Tanner</TD>
 </TR>
 <TR valign="bottom">
  <TD valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">&nbsp;</DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">Interim Chief Executive Officer &amp;</TD>
 </TR>
 <TR valign="bottom">
  <TD valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">&nbsp;</DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">&nbsp; </TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">Chief Financial Officer</TD>
 </TR>
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<P style="font-size: 10pt" align="center">&nbsp;

<P style="display: none; font-size: 10pt" align="center">3
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</HTML>
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{"company-data": {"conformed-name": "Real Mex Restaurants, Inc.", "cik": "0001289480", "assigned-sic": "5810", "irs-number": "134012902", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "333-116310", "film-number": "081260710"}, "business-address": {"street1": "5660 KATELLA AVENUE", "street2": "SUITE 100", "city": "CYPRESS", "state": "CA", "zip": "90630", "phone": "562-346-1200"}, "mail-address": {"street1": "5660 KATELLA AVENUE", "street2": "SUITE 100", "city": "CYPRESS", "state": "CA", "zip": "90630"}}
Filed by Bowne Pure Compliance
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): November 13, 2008
REAL MEX RESTAURANTS,
INC.
(Exact name of registrant as
specified in its charter)
Delaware
333-116310
13-4012902
(State or other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
5660 Katella Avenue, Suite
100
Cypress, CA
90630
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number,
including area code:
(562)-346-1200
Not
applicable
(Former name or former address if changed since last report.)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02.
Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Director Changes
Effective
November 13, 2008, RM Restaurant Holding Corp. ("Holdco"),
Real Mex Restaurants, Inc.'s (the "Company") parent, and its
lenders executed an agreement to exchange Holdco's outstanding borrowings
under its unsecured term loan facility for common stock of Holdco (the
"Exchange Agreement"). Pursuant to the Exchange Agreement, on
November 13, 2008, Michael Alger and Clarence Terry resigned as directors
of the Company and the following people were appointed directors of the
Company: Anatoly Bushler, Evan Geller, Michael Linn, Raj Patel, Anthony Polazzi
and Douglas Tapley (collectively, the "New Directors").
Mr. Bushler,
Mr. Linn and Mr. Patel are employees or managers of Farallon Capital
Management, L.L.C. which is an affiliate of a stockholder of Holdco.
Mr. Geller and Mr. Tapley are employed by Kohlberg Kravis Roberts
& Co. which is an affiliate of stockholders of Holdco. Mr. Polazzi is
employed by Sun Capital which is an affiliate of stockholders of Holdco. There
are no other arrangements or understandings between any of the New Directors
and any other person pursuant to which the New Directors were appointed to the
Board of Directors of the Company (the "Board").  Furthermore,
none of the New Directors are a party to any transactions that would require
disclosure pursuant to Item 404(a) of Regulation S-K.  None of the
New Directors will be compensated for serving as a director of the Company;
however each will be reimbursed for reasonable out-of-pocket expenses in
connection with his travel to and attendance at meetings of the Board and the
committees thereof.
Resignation of Chief Executive
Officer
On December 15,
2008, Frederick F. Wolfe resigned from his positions as Director, President and
Chief Executive Officer of the Company effective immediately. The Board has
initiated a search for Mr. Wolfe's replacement. In the interim,
Steven Tanner was appointed by the Board on December 16, 2008 to serve as
the Company's Interim President and Chief Executive Officer, in addition
to his current roles as Executive Vice President and Chief Financial Officer of
the Company. Concurrently, Mr. Tanner resigned his position as Secretary
of the Company, at which time Madelaine Morrow was appointed by the Board as
his replacement. Also effective December 16, 2008, Mr. Tanner was
elected by the Company's stockholders to replace Mr. Wolfe as a
director.
Mr. Tanner, 58,
has been the Company's Executive Vice President and Chief Financial
Officer since January 2004. Before joining the Company, Mr. Tanner
served as Chief Financial Officer at Sweet Factory during 2003, Executive Vice
President and Chief Financial Officer for Pick Up Stix from 1997 to 2002 and
Chief Financial Officer for In-N-Out Burger from 1991 to 1996. Mr. Tanner
is a Certified Public Accountant and earned his bachelor's degree in
Accounting from the Brigham Young University.
There is no
arrangement or understanding between Mr. Tanner and any other person,
pursuant to which Mr. Tanner is to be selected as an officer of the
Company that would require disclosure under Item 401(b) of
Regulation S-K. Additionally, there is no family relationship between
Mr. Tanner and any other person that would require disclosure under
Item 401(d) of Regulation S-K. Mr. Tanner is not a party to any
transactions that would require disclosure under Item 404(a) of
Regulation S-K.
SIGNATURES
Pursuant to the requirements of
the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto duly authorized.
REAL MEX RESTAURANTS, INC.
Date: December 19, 2008
By:
/s/ Steven Tanner
Steven Tanner
Interim Chief Executive Officer &
Chief Financial Officer