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): November 27, 2007

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

EXHIBIT 3.1

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 November 27, 2007, the Board of Directors of Pacific Sunwear of California, Inc. (the “Company”) appointed George Mrkonic to the Company’s Board of Directors. Mr. Mrkonic will serve as a Class I director for a term in office expiring at the Company’s annual meeting of shareholders in 2009. Mr. Mrkonic will also serve on the audit committee of the Board of Directors. Mr. Mrkonic will receive compensation in accordance with the Company’s standard compensation arrangements for non-employee directors and committee members, which are described under the heading “Director Compensation” in the Company’s proxy statement as filed by the Company on April 13, 2007 with the Securities and Exchange Commission in connection with its 2007 annual meeting of shareholders. In accordance with the Company’s customary practice, the Company is entering into an indemnification agreement with Mr. Mrkonic, the form of which was attached as an exhibit to the Company’s initial Form S-1 Registration Statement as filed with the Securities and Exchange Commission.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On November 27, 2007, the Board of Directors approved an amendment to the last sentence of Article III, Section 2 of the Company’s Third Amended and Restated Bylaws, which increased the authorized number of directors of the Company’s Board of Directors from seven to eight.

On November 28, 2007, the Board of Directors also approved an amendment to Article V, Section 5 of the Company’s Third Amended and Restated Bylaws to allow for the issuance and transfer of uncertificated shares of the Company’s stock. This amendment is intended to make the Company eligible to participate in the Direct Registration System administered by the Depository Trust Company.

A copy of the amendments to the Company’s Third Amended and Restated Bylaws is attached as Exhibit 3.1 to this report and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

On November 28, 2007, the Company issued a press release announcing Mr. Mrkonic’s appointment. The full text of the press release is included as Exhibit 99.1 to this report.

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 Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

3.1 Amendment and Restatement of Article III, Section 2 and Article V, Section 5 of Third Amended and Restated Bylaws of Pacific
Sunwear of California, Inc.

99.1 Press Release issued by the Company on November 28, 2007

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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: November 28, 2007	Pacific Sunwear of California, Inc.
	/s/ SALLY FRAME KASAKS
	Sally Frame Kasaks
	Chief Executive Officer

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EXHIBIT INDEX

Exhibit
Number	Description
3.1	Amendment and Restatement of Article III, Section 2 and Article V, Section 5 of Third Amended and Restated Bylaws of Pacific Sunwear of California, Inc.
99.1	Press Release issued by the Company on November 28, 2007

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EX-3.1

Exhibit 3.1

AMENDMENT AND RESTATEMENT OF
ARTICLE III, SECTION 2 AND ARTICLE V, SECTION 5 OF
THIRD AMENDED AND RESTATED BYLAWS
OF
PACIFIC SUNWEAR OF CALIFORNIA, INC.

ARTICLE III, SECTION 2:

“Section 2. Number and Qualification of Directors. The authorized number of directors shall not be less than five or more than nine until changed by Amendment of the Articles of Incorporation or by a bylaw duly adopted by approval of the outstanding shares. The exact number of directors shall be fixed, within the limits specified, by amendment of the next sentence duly adopted either by the Board of Directors or the shareholders. The exact number of directors shall be eight until changed as provided in this Section 2.”

ARTICLE V, SECTION 5:

“Section 5. Certificates for Shares; Uncertificated Shares. Shares in the corporation may be certificated or uncertificated, as permitted under California law, and shall be entered in the books of the corporation and registered as they are issued. Every holder of shares represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate representing shares of the corporation’s stock that is signed in the name of the corporation by the chairman or vice chairman of the Board or the president or any vice president and by the chief financial officer or an assistant treasurer or the secretary or any assistant secretary, certifying the number of shares and the class or series of shares owned by the shareholder. Any of the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be an officer, transfer agent or registrar before such certificate is issued, it may nevertheless be issued by the corporation with the same effect as if such person were an officer, transfer agent or registrar at the date of issue. Shares of the corporation’s stock that are uncertificated shall be registered in the holder’s name in uncertificated, book-entry form on the books of the corporation in accordance with a direct registration system approved by the Securities and Exchange Commission, by the NASDAQ Stock Market or any securities exchange on which the stock of the corporation may from time to time be traded, and as may be otherwise authorized by Section 416(b) of the CGCL (as amended from time to time) or any successor statute; provided, however, that uncertificated shares shall not be issued to replace certificated shares until the certificates therefor have been surrendered to the corporation.

     Any certificate for shares of the corporation’s stock or, in the case of shares that are uncertificated, the initial transaction statement and written statements for such shares, shall also contain such legends or other statements as may be required by Sections 417, 418 or 1302 of the CGCL, the Corporate Securities Law

of 1968, the federal securities laws, these Bylaws, and any agreement between the corporation and the issuee thereof.

     Shares may be issued prior to full payment under such restrictions and for such purposes as the Board of Directors or these Bylaws may provide; provided, however, that any such shares so issued prior to full payment shall state on the face of the certificate for such shares or, for uncertificated shares, on the initial transaction statement for such shares, the amount remaining unpaid and the terms of payment thereof.

     No new certificate for shares shall be issued to replace an old certificate unless the latter is surrendered and cancelled at the same time; provided, however, that a new certificate will be issued without surrender and cancellation of the old certificate if (1) the old certificate is lost, apparently destroyed or wrongfully taken; (2) the request for issuance of a new certificate is made within a reasonable time after the owner of the old certificate has notice of its loss, destruction or theft; (3) the request for issuance of a new certificate is made prior to the receipt of notice by the corporation that the old certificate has been acquired by a bona fide purchaser; (4) the owner of the old certificate files a sufficient indemnity bond with or provides other adequate security to the corporation; and (5) the owner satisfies any other reasonable requirements imposed by the corporation. In the event of the issuance of a new certificate, the rights and liabilities of the corporation, and of the holders of the old and new certificates, shall be governed by the provisions of Sections 8104 and 8405 of the California Uniform Commercial Code. In lieu of issuing a new certificate for shares, the corporation may issue uncertificated shares to replace an old certificate.”

EX-99.1

Exhibit 99.1

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

GEORGE MRKONIC APPOINTED TO PACIFIC SUNWEAR BOARD OF DIRECTORS

ANAHEIM, CA November 28, 2007 — Pacific Sunwear of California, Inc. (NASDAQ:PSUN, the “Company”) today announced the appointment of George R. Mrkonic to the Company’s Board of Directors.

Mr. Mrkonic is the Retired President and Vice Chairman of Borders Group, Inc., having previously served as a Director from 1994 to 2004, Vice Chairman from December 1994 until January 2002 and President from December 1994 until January 1997. He also serves as a Director for AutoZone, Inc., Brinker International, Inc., and Nashua Corporation.

Sally Frame Kasaks, Chief Executive Officer of the Company, stated “I am very pleased to have George Mrkonic join our Board of Directors. We believe he will be a great asset to our Board and to our business.”

Mr. Mrkonic’s appointment takes the size of the Company’s Board of Directors to eight members. He will serve as a Class I Director for a term of office expiring at the Company’s annual meeting of shareholders in 2009.

About Pacific Sunwear of California, Inc.

Pacific Sunwear, 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 November 3, 2007, the Company operated 838 PacSun stores, 119 PacSun Outlet stores, 154 demo stores and 9 One Thousand Steps stores for a total of 1,120 stores in 50 states and Puerto Rico. PacSun’s website address is http://www.pacsun.com, merchandise carried at demo stores can be found at http://www.demostores.com and information about One Thousand Steps can be found at http://www.onethousandsteps.com.