8-K

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): January 23, 2008

PACIFIC SUNWEAR OF CALIFORNIA, INC.

(Exact Name of Registrant as Specified in Charter)

California
(State or Other Jurisdiction of Incorporation) 0-21296
(Commission File Number) 95-3759463
(IRS Employer
Identification No.)

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
	Item 7.01 Regulation FD Disclosure
	Item 9.01 Financial Statements and Exhibits
SIGNATURE
INDEX TO EXHIBITS
EXHIBIT 99.1

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 23, 2008, Pacific Sunwear of California, Inc. (the “Company”) appointed Michael L. Henry as Senior Vice President and Chief Financial Officer. Mr. Henry will also continue to serve as Secretary. Information regarding Mr. Henry is provided in Item 5.02 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 29, 2007 to announce Mr. Henry’s appointment as Interim Chief Financial Officer and Secretary, which description is incorporated by reference herein pursuant to General Instruction B.3 of Form 8-K.

Mr. Henry will receive a base salary at the annual rate of $300,000 and an annual incentive bonus opportunity based on the achievement of performance criteria to be established by the Compensation Committee. Mr. Henry’s target incentive bonus will be 50% of his base salary with a maximum incentive bonus of 100% of his base salary. The annual incentive bonus is weighted 80% on the Company’s earnings component and 20% on individual performance component. Mr. Henry is also entitled to participate in the Company’s Executive Severance Plan, which provides for certain severance and outplacement benefits if a participant’s employment with the Company is terminated by the Company without cause or by the participant for good reason. Mr. Henry’s severance multiplier under the Executive Severance Plan is one half (0.5), and in the event that he is terminated upon, within three months before, or within one year after, certain changes in control of the Company, his multiplier will be one (1.0). The Executive Severance Plan is described in more detail in Item 5.02 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 29, 2007, which description is incorporated by reference herein pursuant to General Instruction B.3 of Form 8-K.

Item 7.01 Regulation FD Disclosure

The Company has decided to reduce its dependence on the sneaker portion of its footwear business, but plans to continue to sell sandals, slippers and certain sneaker categories. This transition is expected to occur throughout fiscal 2008. For the full 2008 fiscal year, the Company currently expects its footwear business to represent approximately 6-8 percent of total merchandise sales.

The full text of a press release issued by the Company on January 25, 2008, announcing Mr. Henry’s appointment is furnished as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

     99.1 Press Release issued by the Company on January 25, 2008

SIGNATURE

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: January 25, 2008	Pacific Sunwear of California, Inc.
	/s/ Sally Frame Kasaks
	Sally Frame Kasaks
	Chief Executive Officer

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release issued by the Company on January 25, 2008

EX-99.1

Exhibit 99.1

Contact:
Gar Jackson
Sr. Director Investor Relations
(714) 414-4049

FOR IMMEDIATE RELEASE

Michael Henry Named Senior Vice President and Chief Financial
Officer of Pacific Sunwear of California, Inc.

ANAHEIM, Calif., January 25, 2008 — Pacific Sunwear of California, Inc. (NASDAQ:PSUN) today announced the selection and appointment of Michael Henry as Senior Vice President and Chief Financial Officer of the Company. Mr. Henry had been serving as Interim Chief Financial Officer since November 2007.

“Mike has been a valued contributor to Pacific Sunwear over the past seven years. Over this time he has developed into a strong financial executive and proven leader of the finance team while earning the respect of the organization,” commented Sally Frame Kasaks, Chief Executive Officer.

Mr. Henry, age 37, joined the Company in September 2000 as Controller. He has served as Vice President, Controller since February 2006. Prior to joining the Company, Mr. Henry was a manager in the audit practice of Deloitte & Touche LLP, where he worked for six years. He is a certified public accountant.

About Pacific Sunwear of California, Inc.

Pacific Sunwear, currently operating under three distinct retail concepts, is a leading specialty retailer of everyday casual apparel, accessories and footwear designed to meet the needs of active teens and young adults. As of January 5, 2008, the Company operated 840 PacSun stores, 120 PacSun Outlet stores, 154 demo stores and 6 One Thousand Steps stores for a total of 1,120 stores in 50 states and Puerto Rico. PacSun’s website address is www.pacsun.com, merchandise carried at demo stores can be found at www.demostores.com and information about One Thousand Steps can be found at www.onethousandsteps.com. On January 5, 2008, the Company announced that it would be closing its demo division and had previously announced that it would be closing its One Thousand Steps division as soon as practical.