As filed with the Securities and Exchange Commission on November 27, 2002
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Pacific Sunwear of California, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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California 95-3759463
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
3540 East Miraloma Avenue
Anaheim, California 92806
(Address, Including Zip Code, of Principal Executive Offices)
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Pacific Sunwear of California, Inc.
1999 Stock Award Plan
(Full Title of the Plan)
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Greg H. Weaver, Chief Executive Officer
Pacific Sunwear of California, Inc.
3540 East Miraloma Avenue
Anaheim, California 92806
(714) 414-4000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
COPY TO:
J. Jay Herron, Esq.
O'Melveny & Myers LLP
114 Pacifica, Suite 100
Irvine, California 92618-3318
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title Of Maximum Maximum
Securities Amount Offering Aggregate Amount Of
To Be To Be Price Offering Registration
Registered Registered Per Unit Price Fee
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Common Stock 2,000,000(1) $25.27(2) $50,540,000(2) $4,650(2)
par value shares
$.01 per
share
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(1) This Registration Statement covers, in addition to the number of
shares of Common Stock stated above, options and other rights to
purchase or acquire the shares of Common Stock covered by the
Prospectus and, pursuant to Rule 416(c) under the Securities Act of
1933, as amended (the "Securities Act"), an additional indeterminate
number of shares, options and rights which by reason of certain events
specified in the Pacific Sunwear of California, Inc. 1999 Stock Award
Plan, as amended (the "Plan") may become subject to the Plan.
(2) Pursuant to Rule 457(h), the maximum offering price, per share and in
the aggregate, and the registration fee were calculated based upon the
average of the high and low prices of the Common Stock on
November 25, 2002, as reported on the Nasdaq National Market System.
The Exhibit Index for this Registration Statement is at page 6.
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PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of
Form S-8 (plan information and registrant information) will be sent or given to
employees as specified by Securities Act Rule 428(b)(1). Such documents need not
be filed with the Securities and Exchange Commission (the "Commission") either
as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Securities Act Rule 424. These documents, which include
the statement of availability required by Item 2 of Form S-8, and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Form S-8 (Part II hereof), taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of Pacific Sunwear of California, Inc. (the
"Company") filed with the Commission are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the Company's
fiscal year ended February 2, 2002, filed with the Commission
on March 29, 2002;
(b) The Company's Quarterly Reports on Forms 10-Q for the
Company's quarterly periods ended August 3, 2002 and May 4,
2002, filed with the Commission on September 11, 2002 and May
28, 2002, respectively;
(c) The Company's Current Report on Form 8-K filed with the
Commission on February 14, 2002;
(d) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A, filed with the Commission
on February 24, 1993, and any amendment or report filed for
the purpose of updating such description; and
(e) The Company's Registration Statement on Form S-8 relating to
the Plan, filed with the Commission on September 3, 1999 (SEC
File No. 333-86595).
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained herein or in a document,
all or a portion of which is incorporated or deemed to be incorporated by
reference herein, shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or amended, to constitute a part of this Registration Statement.
ITEM 8. EXHIBITS
See the attached Exhibit Index on page 6.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Anaheim, State of California, on November 25, 2002.
By: /s/ Greg H. Weaver
______________________________
Greg H. Weaver,
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Greg H. Weaver and Carl W. Womack, and each of them, acting individually and
without the other, as his or her true and lawful attorney-in-fact and agent,
with full powers of substitution and resubstitution, for him or her and in his
or her name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments, exhibits thereto and other
documents in connection therewith) to this Registration Statement, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Commission, granting unto said attorneys-in-fact and agents,
and each of them individually, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them individually, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Greg H. Weaver Chairman of the Board and November 25, 2002
________________________ Chief Executive Officer
Greg H. Weaver (Principal Executive
Officer)
/s/ Carl W. Womack Senior Vice President, November 21, 2002
________________________ Chief Financial Officer
Carl W. Womack and Secretary (Principal
Financial and Accounting
Officer)
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/s/ PEARSON C. CUMMIN III Director November 27, 2002
Pearson C. Cummin III
/s/ PETER L. HARRIS Director November 27, 2002
Peter L. Harris
/s/ JULIUS JENSEN III Director November 27, 2002
Julius Jensen III
______________________ Director
Sally Frame Kasaks
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
4. Pacific Sunwear of California, Inc. 1999 Stock Award Plan (Composite
Plan Document Reflecting June 8, 1999 Stock Split and Amendment
2001-I). (Filed as an exhibit to the Company's Proxy Statement filed
with the Commission pursuant to Section 14(a) of the Exchange Act on
April 20, 2001 (SEC File No. 000-21296)
and incorporated herein by this reference.)
5. Opinion of O'Melveny & Myers LLP (opinion re legality).
23.1 Consent of Deloitte & Touche LLP (consent of independent auditors).
23.2 Consent of Counsel (included in Exhibit 5).
24. Power of Attorney (included in this Registration Statement under
"Signatures").