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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) September 4, 1997
PACIFIC SUNWEAR OF CALIFORNIA, INC.
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(Exact name of registrant as specified in charter)
California 0-21296 95-3759463
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(State or other (Commission (IRS employer
jurisdiction of incorporation) file number) identification number)
5037 East Hunter Avenue, Anaheim, California 92807
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(Address of principal executive offices)
Registrant's telephone number, including area code: (714) 693-8066
Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On September 4, 1997 (the "Closing Date"), Pacific Sunwear of
California, Inc. (the "Company") completed the acquisition of certain assets
(the "Assets") of Good Vibrations, Inc., a Florida corporation ("Good
Vibrations"), pursuant to an Asset Purchase Agreement, dated August 4, 1997, by
and among the Company, Good Vibrations and certain other parties specified
therein (the "Agreement"). A copy of the Agreement (without the Disclosure
Schedules and Exhibits) has been filed as an exhibit to this Report.
The Company purchased the leasehold interests and improvements, store
assets, intellectual property, books and records, assigned contracts and
goodwill for a purchase price of approximately $9.2 million in cash, and
purchased inventories of approximately $1.3 million in cash at the Closing Date
(such assets collectively, the "Assets"). Of the $10.5 million purchase price,
$9.9 million was paid on the Closing Date and the balance of $.6 million will be
payable in two installments in October 1997 and March 1998.
The consideration given was based on a negotiated purchase price and
was paid from available cash on hand.
Good Vibrations used the Assets in connection with its operation of 15
retail stores selling young men's apparel, junior apparel, accessories and
footwear for teens and young adults. The Company intends to continue to devote
the Assets for similar use.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(C) EXHIBITS.
Exhibit 2 Asset Purchase Agreement, dated August 4, 1997, by
and among Pacific Sunwear of California, Inc., Good
Vibrations, Inc., G.F. Schiedel, G.F. Schiedel, as
Trustee of the G.F. Schiedel Living Revocable Trust,
and solely for purposes of joining in the
indemnification obligations specified therein, Arlys
Schiedel and Arlys Schiedel, as Trustee of the Arlys
Schiedel Living Revocable Trust.1
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(1) The Schedules and Exhibits set forth in the Table of Contents of the Asset
Purchase Agreement have not been filed herewith; however, the Company will
furnish a copy of any omitted material upon the request of the Commission.
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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.
PACIFIC SUNWEAR OF CALIFORNIA, INC.
Date: September 16, 1997 By: /s/ CARL W. WOMACK
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Name: Carl W. Womack
Title: Senior Vice President, Chief Financial
Officer and Secretary
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EXHIBIT INDEX
Exhibit
No. Description of Exhibit
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2 Asset Purchase Agreement, dated August 4, 1997, by and among
Pacific Sunwear of California, Inc., Good Vibrations, Inc.,
G.F. Schiedel, G.F. Schiedel, as Trustee of the G.F. Schiedel
Living Revocable Trust, and solely for purposes of joining in
the indemnification obligations specified therein, Arlys
Schiedel and Arlys Schiedel, as Trustee of the Arlys Schiedel
Living Revocable Trust.
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