As filed with the Securities and Exchange Commission on October 15, 1998
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.)
5200 East La Palma Avenue
Anaheim, California 92807
(714) 693-8066
(Address and telephone number of principal executive offices)
___________________
Pacific Sunwear of California, Inc.
Amended and Restated 1992 Stock Award Plan
(Full title of the plan)
___________________
Greg H. Weaver, Chief Executive Officer
Pacific Sunwear of California, Inc.
5200 East La Palma 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
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per unit price fee
Common Stock 600,000(1) $22.22(2) $13,332,000(2) $3,933(2)
$.01 par shares
value
(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
indeterminate number of shares which by reason of certain events
specified in the Pacific Sunwear of California, Inc. Amended and
Restated 1992 Stock Option Plan (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 October 9, 1998, as reported on the Nasdaq
National Market System and published in the Western Edition of The
Wall Street Journal.
The Exhibit Index for this Registration Statement is at page 6.
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 employees as specified by
Rule 428(b)(1) of 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 Registration Statements on Forms S-8 relating
to the Plan (File Nos. 33-65412, 33-88114, 33-97512, and
333-34677) filed with the Commission on July 2,
1993, December 30, 1994, September 28, 1995, and August 29,
1996, respectively.
Item 8. Exhibits
See the attached Exhibit Index on page 6.
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 October 12, 1998.
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, or either of
them individually, 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
attorneys-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 attorneys-in-fact and
agents, or either of them individually, 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 October 12, 1998
Greg H. Weaver and Chief Executive
Officer (Principal
Executive Officer)
/s/ Carl W. Womack Senior Vice President October 12, 1998
Car. W. Womack Chief Financial Officer and
Secretary (Principal
Financial and Accounting Officer)
Director
Pearson Cummin III
/s/ Peter L. Harris Director October 12, 1998
Peter L. Harris
/s/ Julius Jensen III Director October 12, 1998
Julius Jensen III
/s/ Richard Lyons Director October 12, 1998
Richard Lyons
Director
Sally Frame Kasaks
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
4. Pacific Sunwear of California, Inc. Amended and
Restated 1992 Stock Award Plan (Composite Plan
Document Reflecting May 1998 Amendment to the
Plan and June 8, 1998 Stock Split).
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").