UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): March 13, 2008
PACIFIC SUNWEAR OF CALIFORNIA, INC.
(Exact Name of Registrant as Specified in Charter)
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California
(State or Other Jurisdiction of Incorporation) | 0-21296
(Commission File Number) | | 95-3759463
(IRS Employer
Identification No.) |
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3450 East Miraloma Avenue
Anaheim, CA
(Address of principal executive offices) | | 92806-2101
(Zip Code) |
(714) 414-4000
Registrant’s telephone number, including area code
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 (see General Instruction A.2. below):
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| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
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| Item 2.02 | | Results of Operations and Financial Condition |
On March 13, 2008, Pacific Sunwear of California, Inc. (NASDAQ:PSUN) (the “Company”) announced financial results for the fourth quarter of fiscal 2007 ended February 2, 2008. The full text of the press release is furnished as Exhibit 99.1 to this report. A reconciliation of certain GAAP measures to non-GAAP disclosures contained in the Company’s press release and quarterly earnings conference call is furnished as Exhibit 99.2 to this report. The Company believes that these non-GAAP measures are useful to investors because they will allow investors to compare the Company’s historical financial results for its PacSun business on a stand-alone basis with the earnings guidance for the Company’s continuing operations during fiscal 2008. The Company expects to report demo as a discontinued operation in future quarterly filings beginning with the first quarter of fiscal 2008. One Thousand Steps was discontinued in the fourth quarter of fiscal 2007. For comparative purposes between 2007 and 2006, we also believe that it is helpful to present results as if both fourth quarters and fiscal years were comprised of the same number of weeks (13 weeks and 52 weeks, respectively). The non-GAAP financial measures provided below may be different from the non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. As used herein, “GAAP” refers to accounting principles generally accepted in the United States of America.
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| Item 9.01 | | Financial Statements and Exhibits. |
(c) Exhibits.
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| | 99.1 | | | Press Release issued by the Company on March 13, 2008 |
| | 99.2 | | | Reconciliation of GAAP to non-GAAP disclosures |
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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.
Dated: March 13, 2008
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| | PACIFIC SUNWEAR OF CALIFORNIA, INC.
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| | /s/ MICHAEL L. HENRY | |
| | Michael L. Henry | |
| | Sr. Vice President, Chief Financial Officer | |
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EXHIBIT INDEX
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| Exhibit | | |
| Number | | Description |
| 99.1 | | Press Release issued by the Company on March 13, 2008 |
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| 99.2 | | Reconciliation of GAAP to non-GAAP disclosures |
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