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): April 18, 2011

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))

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

On April 20, 2011, Pacific Sunwear of California, Inc. (the “Company”) announced that Michael Kaplan, age 47, has been appointed Senior Vice President and Chief Financial Officer of the Company. He will join the Company effective as of May 2, 2011.

Mr. Kaplan will succeed Michael L. Henry whose employment as Senior Vice President and Chief Financial Officer of the Company will terminate on April 22, 2011. Mr. Henry will be entitled to receive severance benefits under the Company’s Executive Severance Plan, as amended, which was previously filed as Exhibit 10.12 to the Company’s Form 10-K filed with the SEC on April 1, 2009 (the “Severance Plan”).

Mr. Kaplan was Chief Financial Officer of Harbor Freight Tools, a privately held 349-store retailer of proprietary tools, from February 2010 to April 20, 2011. Prior to joining Harbor Freight Tools, he was Chief Financial Officer of Banana Republic, Inc. from February 2007 to January 2010, and was Chief Financial Officer of Gap, Inc. Outlet Division from August 2005 to February 2007. Prior to joining Gap, Inc., he held several executive positions with The Walt Disney Company from 1989 to 2005, eventually becoming Vice President, Planning and Control for the Disneyland Resort.

Mr. Kaplan will receive a base salary of $385,000 and an annual incentive bonus opportunity based on the Company’s achievement of a pre-set financial target and Mr. Kaplan’s achievement of performance criteria to be established by the Chief Executive Officer. Mr. Kaplan’s target incentive bonus will be 50% of his base salary with a maximum incentive bonus of 100% of his base salary. Mr. Kaplan will also be entitled to a relocation housing allowance and the reimbursement of certain moving expenses.

Mr. Kaplan will be entitled to the following equity award grants, subject to the approval of the Compensation Committee of the Board of Directors :

• An option to purchase 75,000 shares of the Company’s common stock. The option will have a per-share exercise price equal to the closing price of a share of the Company’s common stock on the grant date and a maximum term of seven years. The option is scheduled to vest, subject to Mr. Kaplan’s continued employment, in 25% installments on each of the first four anniversaries of the grant date.

• An award of 25,000 restricted shares of the Company’s common stock. The restricted stock award will vest, subject to Mr. Kaplan’s continued employment, in 25% installments on each of the first four anniversaries of the grant date.

Mr. Kaplan will also be entitled to participate in the Company’s benefit plans on terms consistent with those generally applicable to the Company’s other executives, including severance arrangements under the Severance Plan.

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Item 7.01 Regulation FD Disclosure

On April 20, 2011, the Company issued a press release announcing Mr. Kaplan’s appointment as Senior Vice President and Chief Financial Officer. The full text of the press release 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 April 20, 2011

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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.

Dated: April 20, 2011

PACIFIC SUNWEAR OF CALIFORNIA, INC.
 

/s/ CRAIG E. GOSSELIN  

Craig E. Gosselin 

Senior Vice President, General Counsel and
Human Resources 

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EX-99.1

Exhibit 99.1

CONTACT:
Gary H. Schoenfeld
President and Chief Executive Officer
(714) 414-4646

FOR IMMEDIATE RELEASE

PACIFIC SUNWEAR ANNOUNCES MICHAEL KAPLAN HIRED AS SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER

ANAHEIM, CA., April 20, 2011— Pacific Sunwear of California, Inc. (NASDAQ: PSUN, the “Company”) today announced that Michael Kaplan will join the Company as Senior Vice President and Chief Financial Officer, effective May 2, 2011. He will be replacing Mike Henry who became interim CFO in November 2007 and was named CFO in January 2008.

“Michael is a highly regarded, operations-oriented financial executive with extensive experience in a number of critical areas including inventory management, cost control, real estate and store labor,” said Gary H. Schoenfeld, President and Chief Executive Officer. “His 16 years at Disney and five years combined as CFO of the Gap Outlet division and then CFO/SVP for Banana Republic gives him an excellent background for joining PacSun and rounding out the executive team that we have been building over the past year and a half.”

Most recently, Mr. Kaplan was Chief Financial Officer of Harbor Freight Tools, a privately held 349-store retailer of proprietary branded tools. Prior to joining Harbor Freight Tools in 2010, he was a senior executive of Gap, Inc. from 2005 to 2010. From 1989 to 2005, Mr. Kaplan held various financial positions with The Walt Disney Company including Vice President of Financial Planning and Control for the Disneyland resort division from 2001-2005.

Mr. Kaplan is a CPA and a graduate of the University of California at Los Angeles.

Mr. Schoenfeld concluded, “I would like to thank Mike Henry for his many years of service to PacSun, and we wish him well in his future endeavors.”

About Pacific Sunwear of California, Inc.

Pacific Sunwear of California, Inc. and its subsidiaries (collectively, the “Company” or “PacSun”) is a leading specialty retailer rooted in the action sports, fashion and music influences of the California lifestyle. The Company sells a combination of branded and proprietary casual apparel, accessories and footwear designed to appeal to teens and young adults. As of April 20, 2011, the Company currently operates 828 stores in 50 states and Puerto Rico. PacSun’s website address is www.pacsun.com.

3450 E. Miraloma Avenue, Anaheim, CA 92806

Pacific Sunwear Safe Harbor

This press release contains “forward-looking statements.” In each case, these statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Company intends that these forward-looking statements be subject to the safe harbors created thereby. These statements are not historical facts and involve estimates, assumptions and uncertainties that could cause actual results to differ materially from those expressed in such forward-looking statements. Uncertainties that could adversely affect the Company’s business and results include, among others, the following factors: increased sourcing and product costs; adverse changes in economic conditions generally; adverse changes in consumer spending; changes in consumer demands and preferences; higher than expected same-store sales declines; higher than anticipated markdowns and/or higher than estimated selling, general and administrative costs; currency fluctuations; competition from other retailers and uncertainties generally associated with apparel retailing; merchandising/fashion risk; lower than expected sales from private label merchandise; reliance on key personnel; economic impact of natural disasters, terrorist attacks or war/threat of war; shortages of supplies and/or contractors as a result of natural disasters or terrorist acts, which could cause unexpected delays in store relocations, renovations or expansions; reliance on foreign sources of production; and other risks outlined in the Company’s filings with the Securities and Exchange Commission (“SEC”), including but not limited to the Company’s Annual Report on Form 10-K for the year ended January 29, 2011, and subsequent periodic reports filed with the SEC. Historical results achieved are not necessarily indicative of future prospects of the Company. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company assumes no obligation to update or revise any such forward-looking statements to reflect events or circumstances that occur after such statements are made. Nonetheless, the Company reserves the right to make such updates from time to time by press release, periodic report or other method of public disclosure without the need for specific reference to this press release. No such update shall be deemed to indicate that other statements not addressed by such update remain correct or create an obligation to provide any other updates.

3450 E. Miraloma Avenue, Anaheim, CA 92806