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): October 3, 2005

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))

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TABLE OF CONTENTS

	Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 10.1
EXHIBIT 99.1

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

     As previously announced by Pacific Sunwear of California, Inc. (the “Company”), Wendy E. Burden has been appointed to the position of Chief Operating Officer, effective November 8, 2005.

     Ms. Burden, 52, comes to the Company with over 24 years of retail and apparel experience. For the last six years, Ms. Burden worked for Victoria Secret Stores, a division of Limited Brands, Inc., Corp., where she initially served as Executive Vice President of Operations and Administration and most recently held the position of Vice President of Business Strategy and Operations. Prior to Limited Brands, Ms. Burden spent 18 years with PepsiCo, Inc., serving in various positions including Vice President and General Manager of Pepsi-Cola Bottling Company, Vice President and Chief Financial Officer of Eastern Europe for Pepsi-Cola International and Vice President and Chief Financial Officer of Pepsi West.

     Under the terms of an offer letter, Ms. Burden’s annual base salary will be $525,000. Ms. Burden will receive a sign-on bonus of $100,000. Ms. Burden will also be eligible for a target bonus of 50% of base salary (pro-rated for her period of employment with the Company but guaranteed at a minimum of $125,000 for fiscal 2005) and a maximum of 100% of base salary (80% of which is earnings related and 20% of which is discretionary based on individual performance). Ms. Burden will be granted nonqualified stock options to purchase 70,000 shares of the Company’s common stock November 8, 2005 with an exercise price equal to fair market value at market close on that date and vesting 25% on the first anniversary of the date of grant with the balance vesting over the following 36 months in equal monthly installments. She will also receive a car allowance of $9,000 per year, four weeks of vacation, and general company benefits, including medical, dental, vision, basic and supplemental life and disability. The Company also agreed to pay for Ms. Burden’s relocation expenses. The full text of the offer letter is included as Exhibit 10.1 to this report and is incorporated herein by reference.

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Item 9.01 Financial Statements and Exhibits.

     (c) Exhibits.

10.1	Offer Letter dated October 3, 2005, between the Company and Wendy E. Burden
99.1	Press Release issued by the Company on October 4, 2005

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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: October 6, 2005	Pacific Sunwear of California, Inc.
	/s/ SETH R. JOHNSON
	Seth R. Johnson
	Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.		Description
	10.1	Offer Letter dated October 3, 2005, between the Company and Wendy E. Burden
	99.1	Press Release issued by the Company on October 4, 2005

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EX-10.1

Exhibit 10.1

3450 East Miraloma Avenue, Anaheim, CA 92806-2101
(714) 414-4000
pacsun.com.

October 3, 2005

Wendy Burden
7595 South Goodrich Square
New Albany, Ohio 43054

Dear Wendy:

     I am extremely pleased to offer you the position of Chief Operating Officer of Pacific Sunwear of California, Inc., (“the Company”), reporting directly to the Chief Executive Officer. In this position, you will be part of the Executive Committee of the Company as well as part of the Operating Committee for the Company and will be one of the key decision-makers of the business. Your anticipated start date will be on or about November 8, 2005. The following are points pertaining to your Pacific Sunwear employment:

1.	Your annual salary will be $525,000. You will be eligible to receive a performance and salary review for fiscal 2005, with any merit increase prorated to reflect your tenure during fiscal 2005. Said review is conducted and is effective during March/April 2006, and annually thereafter.
2.	You will be provided with a sign-on bonus in the pre-tax amount of $100,000, to be paid within two weeks of your start date. Said bonus is paid with the agreement from you that you will repay such funds in the event you that you leave the company within one year of employment, other than if such transition is through no fault of your own.
3.	You will be eligible for our 2005 bonus plan, prorated for the period of your employment during Fiscal 2005. Any bonus payments are made in or around April 2006. Your target bonus potential is 50% of your salary based on both Company net income for the fiscal year and on your individual performance. (80% of the bonus is earnings-related and 20% is discretionary, based on your individual performance.) The Company bonus has a potential upside of 200% (i.e., 100% of your salary, with the same distribution of 80% based on company performance and 20% based on individual performance). You must be employed on the date the bonus is paid in order to be eligible for any part of your bonus. The bonus is calculated based on the fiscal year’s performance of the Company. You will be guaranteed a minimum bonus in the amount of $125,000 for fiscal 2005. The bonus plan can change in future years.
4.	You will be granted 70,000 shares of stock options at the fair market value as of the close of business on your first day of employment with the Company. Options have a four (4) year vesting, with 25% vested after the first year of service and subsequent monthly vesting thereafter consistent with an additional 25% vesting per year. The Company reserves the right to utilize an alternate instrument of equivalent value.

Page 1 of 2

5.	You will be eligible for a car allowance in the pretax amount of $9,000 annually, paid on a bi-weekly basis.
6.	You will be eligible for 4 weeks of paid vacation annually for your first five years of employment and 5 weeks annually thereafter. Vacation is accrued proportionately per pay period.
7.	The Company will pay for reasonable and customary expenses in regard to your move from New Albany, Ohio to the Orange County area, consistent with the terms and conditions of the relocation benefits provided to executives. Relocation benefits are provided with the understanding, and a separately signed agreement, that costs associated with relocation will be reimbursed by you in the event that you leave the company within one year of employment, other than if such transition is through no fault of your own.
8.	You have indicated that you are under no contractual restrictions that would prevent you from accepting employment with the Company.

You will be entitled to all other Company benefits provided to executives. Currently, those benefits include, but are not limited to, medical, dental, vision, basic and supplemental life and disability insurance. Additionally, we have available an executive deferred compensation plan with a number of different investment options. The Company reserves the right to periodically change benefits.

Wendy, we are extremely excited about the prospect of having you join our organization. Having you as part of our executive team will add a needed expertise and perspective that will assure us of the continued success of the company. We look forward to having your leadership and your impact on the business.

Sincerely,

/s/ SETH R. JOHNSON          
Seth R. Johnson
Chief Executive Officer

I acknowledge receipt and acceptance of the above offer of employment with Pacific Sunwear of California, Inc. In this capacity, my services would be exclusively retained by Pacific Sunwear foregoing all previous or future services elsewhere during my employment by the Company. I understand and acknowledge that Pacific Sunwear of California, Inc. is an at-will employer.

Upon acceptance of the above offer, please forward or fax a signed copy of page two only to Human
Resources at (714) 414-4260.

Signature: /s/ WENDY E. BURDEN   Wendy E. Burden Date: October 4, 2005  

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EX-99.1

Exhibit 99.1

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

FOR IMMEDIATE RELEASE

PACIFIC SUNWEAR ANNOUNCES THE APPOINTMENT OF WENDY E. BURDEN
AS CHIEF OPERATING OFFICER

     ANAHEIM, CA/October 4, 2005 — Pacific Sunwear of California, Inc. (NASDAQ:PSUN) today announced that Wendy E. Burden has been appointed to the position of Chief Operating Officer effective November 8, 2005. Ms. Burden will report to Seth Johnson, the Company’s Chief Executive Officer, and will be responsible for store operations, real estate and store construction, information systems, and the Company’s distribution center.

     Ms. Burden brings to Pacific Sunwear more than 24 years of experience, spending her last six years with Victoria Secret Stores, a division of Limited Brands, Inc., where initially she served as Executive Vice President of Operations and Administration, and most recently held the position of Vice President of Business Strategy and Operations. Prior to Limited Brands Ms. Burden spent 18 years with PepsiCo, Inc. serving in various positions including Vice President and General Manager of Pepsi-Cola Bottling Company, Vice President and Chief Financial Officer of Eastern Europe for Pepsi-Cola International and Vice President and Chief Financial Officer of Pepsi West.

     “I am very excited to welcome Wendy to Pacific Sunwear’s senior management team,” commented Chief Executive Officer Seth Johnson. “Her strong background and experience will enable her to make a significant contribution to our future growth and success.”

     Ms. Burden earned an M.B.A. in Finance from the New York University Stern School of Business and a B.S. degree in Computer Science and Mathematics from the University of Albany.

About Pacific Sunwear of California, Inc.

Pacific Sunwear, operating under two 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 August 27, 2005, the Company operated 786 PacSun stores, 91 PacSun Outlet stores and 186 d.e.m.o. stores for a total of 1,063 stores in 50 states and Puerto Rico. The Company intends to launch its third concept, One Thousand Steps, in the first half of 2006. PacSun’s website address is www.pacsun.com and merchandise carried at d.e.m.o. stores can be found at www.demostores.com.

Pacific Sunwear Safe Harbor

This press release contains “forward-looking statements” made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The Company intends that such forward-looking statements be subject to the safe harbors created thereby. The Company is hereby providing cautionary statements identifying important factors that could cause the Company’s actual results to differ materially from those projected in forward-looking statements of the Company herein. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions, future events or performance (often, but not always through the use of words or phrases such as “will result,” “expects to,” “will continue,” “anticipates,” “plans,” “intends,” “estimated,” “projects” and “outlook”) are not historical facts and may be forward-looking and, accordingly, such statements involve estimates, assumptions and uncertainties which could cause actual results to differ materially from those expressed in the forward-looking statements. All forward-looking statements included in this press release, including our statements concerning the launch of the Company’s third concept, are based on information available to the Company as of the date hereof, and 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. Such uncertainties include, among others, the

3450 East Miraloma Avenue • Anaheim, CA 92806 • (714) 414-4000

following factors: our new concept is untested and may not be profitable or successful; we could experience delays in the time frame for introducing the new concept; changes in consumer demands and preferences, higher than estimated costs of goods sold or selling, general and administrative costs, competition from other retailers and uncertainties generally associated with apparel retailing; merchandising/fashion sensitivity; sales from private label merchandise; fluctuations in comparable store net sales results; expansion and management of growth; reliance on key personnel; dependence on single distribution facility; economic impact of terrorist attacks or war/threat of war; reliance on foreign sources of production; credit facility financial covenants and other risks outlined in the company’s SEC filings, including but not limited to the Annual Report on Form 10-K for the year ended January 29, 2005 and subsequent periodic reports filed with the Securities and Exchange Commission. 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 undertakes no obligation to update this forward-looking information. 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 East Miraloma Avenue • Anaheim, CA 92806 • (714) 414-4000