0000950123-11-080023.txt : 20110825 0000950123-11-080023.hdr.sgml : 20110825 20110825131917 ACCESSION NUMBER: 0000950123-11-080023 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110819 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20110825 DATE AS OF CHANGE: 20110825 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PACIFIC SUNWEAR OF CALIFORNIA INC CENTRAL INDEX KEY: 0000874841 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-APPAREL & ACCESSORY STORES [5600] IRS NUMBER: 953759463 STATE OF INCORPORATION: CA FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21296 FILM NUMBER: 111056056 BUSINESS ADDRESS: STREET 1: 3450 EAST MIRALOMA AVENUE CITY: ANAHEIM STATE: CA ZIP: 92806 BUSINESS PHONE: 714-414-4000 MAIL ADDRESS: STREET 1: 3450 EAST MIRALOMA AVENUE CITY: ANAHEIM STATE: CA ZIP: 92806 8-K 1 a60040e8vk.htm FORM 8-K e8vk
 
 
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): August 19, 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 3.02   Unregistered Sales of Equity Securities
On August 19, 2011, the Company reached an agreement with a landlord to amend approximately 80 existing store leases. As partial consideration for the agreement to enter into the lease amendments, the Company entered into a Stock Purchase Agreement (the “Agreement”). Pursuant to the Agreement, upon the execution of the lease amendments and satisfaction of other customary closing conditions, the Company will issue to the landlord an aggregate of 900,000 shares of common stock of the Company, par value $0.01 (the “Purchased Shares”). The closing of the issuance and sale of the Purchased Shares is expected to take place in September 2011. The issuance and sale of the Purchased Shares are exempt from registration under Section 4(2) of the Securities Act of 1933, as amended and Regulation D promulgated thereunder, as such issuance and sale does not involve a public offering.

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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: August 25, 2011
         
  PACIFIC SUNWEAR OF CALIFORNIA, INC.
 		  
  /s/ CRAIG E. GOSSELIN    
  Craig E. Gosselin   
  Sr. Vice President and General Counsel   
 

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