As filed with the Securities and Exchange Commission on November 20, 1997.
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
Pacific Sunwear of California, Inc.
(Exact name of registrant as specified in its charter)
___________________
California 95-3759463
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5037 East Hunter Avenue
Anaheim, California 92807
(714) 693-8066
(Address of principal executive offices)
PACIFIC SUNWEAR OF CALIFORNIA, INC. EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Greg H. Weaver, Chief Executive Officer
Pacific Sunwear of California, Inc.
5037 East Hunter Avenue
Anaheim, California 92807
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
(714) 693-8066
___________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to be price offering registration
to be registered registered per unit price fee
Common Stock, par 120,000<1> $30.3125<2> $3,637,500<2> $1,074<2>
value $0.01 per share shares
_______________
<FN>
<F1> 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, an indeterminate
number of shares which by reason of certain events
specified in the Plan may become subject to the Plan.
<F2> 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 14, 1997 as reported
on the Nasdaq National Market System.
The Exhibit Index for this Registration Statement is at
page S-3.
</FN>
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in
Part I of Form S-8 (plan information and registrant information)
will be sent or given to optionees as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended (the "Securities Act").
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
Rule 424 of the Securities Act. 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.
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, 1997;
(b) The Company's Quarterly Reports on Forms 10-Q for
the Company's quarterly periods ended August 3,
1997 and May 4, 1997;
(c) The Company's Current Reports on Forms 8-K dated
September 4, 1997 and June 18, 1997; and
(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.
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 the prospectus 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 4. DESCRIPTION OF SECURITIES
The Common Stock is registered pursuant to Section 12 of
the Exchange Act. Therefore, the description of the securities is
omitted.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Articles of Incorporation provide that the
liability of the Company's directors for monetary damages shall be
eliminated to the fullest extent permitted under California law.
The Company's Bylaws include a provision that eliminates, to the
fullest extent permitted by California law, the personal liability
of its directors and officers for monetary damages in any legal
proceeding based on their action or inaction as a director or
officer, subject to certain limitations for actions initiated by
the director or officer, settlements not approved by the Company,
losses covered by the directors' and officers' liability insurance
policy maintained by the Company, and judgments for an accounting
of profits pursuant to Section 16(b) of the Exchange Act and
similar laws.
The General Corporations Law of California (the
"Corporations Law") (i) eliminates the liability of directors and
officers for monetary damages in an action brought by a shareholder
in the right of the Company (referred to herein as a "derivative
action") or by the Company for breach of duty to the Company and
its shareholders and (ii) authorizes the Company to indemnify
directors and officers for monetary damages for all acts or
omissions committed by them in their respective capacities. Both
the Corporations Law and the Bylaws of the Company, however,
prohibit indemnification for (a) acts or omissions that involve
intentional misconduct or knowing and culpable violation of law,
(b) acts or omissions that a director or officer believes to be
contrary to the best interests of the Company or its shareholders
or that involve the absence of good faith on the part of a director
or officer seeking indemnification, (c) any transaction from which
a director or officer derives an improper personal benefit, (d)
acts or omissions that show a reckless disregard for the director's
or officer's duty to the Company or its shareholders in
circumstances in which such person was aware, or should have been
aware, in the ordinary course of performing his or her other
duties, of a risk of serious injury to the Company or its
shareholders, (e) acts or omissions that constitute an unexcused
pattern of inattention that amounts to an abdication of the
director's or officer's duty to the Company or its shareholders and
(f) liabilities arising under Section 310 (contracts in which a
director has material financial interest) and 316 (certain unlawful
dividends, distributions, loans, and guarantees) of the
Corporations Law. In addition, the Company may not indemnify
directors and officers in circumstances in which indemnification is
expressly prohibited by Section 317 of the Corporations Law.
The Company has entered into indemnification agreements
with its directors and executive officers that require the Company
to indemnify such directors and officers to the fullest extent
permitted by applicable provisions of the Corporations Law,
provided that any settlement of a third party action against a
director or officer is approved by the Company, and subject to
limitations for actions initiated by the director or officer,
penalties paid by insurance, and violations of Section 16(b) of the
Exchange Act and similar laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See the attached Exhibit Index on page S-3.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus
required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any
facts or events arising after the effective date of
this Registration Statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth in
this Registration Statement; and
(iii) To include any material
information with respect to the plan of
distribution not previously disclosed in this
Registration Statement or any material change to
such information in this Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant with or
furnished to the Commission pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference
in this Registration Statement;
(2) That, for the purpose of determining any
liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions
described in Item 6 above, or otherwise, the registrant has been
advised that in the opinion of the Commission such indemnification
is against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
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 19, 1997.
By:__/s/ Greg H. Weaver___________
Greg H. Weaver, President and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and
appoints Greg H. Weaver and Carl W. Womack, or either of them, 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) 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 attorney-in-fact and agents, 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 attorney-in-
fact and agent, or either of them or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of
1933, 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 President, Chief Executive November 19, 1997
Greg H. Weaver Officer and Director
/s/ Carl W. Womack Senior Vice President, November 19, 1997
Carl W. Womack Chief Financial Officer and
Secretary (Principal Financial
and Accounting Officer)
/s/ Julius Jensen III Director November 19, 1997
Julius Jensen III
/s/ Pearson Cummin III Director November 19, 1997
Pearson Cummin III
/s/ Peter L. Harris Director November 19, 1997
Peter L. Harris
/s/ James B. McCurry Director November 19, 1997
James B. McCurry
/s/ Sally Frame Kasaks Director November 19, 1997
Sally Frame Kasaks
EXHIBIT INDEX
Exhibit
Number Description
4.1 Pacific Sunwear of California, Inc. Employee
Stock Purchase Plan.
4.2 Form of Pacific Sunwear of California, Inc.
Employee Stock Purchase Plan Subscription
Agreement.
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").