<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 10, 1997
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PACIFIC SUNWEAR OF CALIFORNIA, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C>
CALIFORNIA 95-3759463
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
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5037 EAST HUNTER AVENUE
ANAHEIM, CALIFORNIA 92807
(714) 693-8066
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
CARL W. WOMACK
PACIFIC SUNWEAR OF CALIFORNIA, INC.
SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER, SECRETARY
5037 EAST HUNTER AVENUE
ANAHEIM, CALIFORNIA 92807
(714) 693-8066
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
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<S> <C>
J. JAY HERRON, ESQ. PETER LILLEVAND, ESQ.
KAREN K. DREYFUS, ESQ. SCOTT D. ELLIOTT, ESQ.
O'MELVENY & MYERS LLP ORRICK, HERRINGTON & SUTCLIFFE LLP
610 NEWPORT CENTER DRIVE, SUITE 1700 OLD FEDERAL RESERVE BANK BUILDING
NEWPORT BEACH, CALIFORNIA 92660-6429 400 SANSOME STREET
TELEPHONE: (714) 760-9600 SAN FRANCISCO, CALIFORNIA 94111
FACSIMILE: (714) 669-6994 TELEPHONE: (415) 392-1122
FACSIMILE: (415) 773-4283
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: June 11,
1997
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box [ ].
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box [ ].
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering [X]. File No. 333-28047
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering [ ].
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box [ ].
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
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PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SHARES TO BE OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE
- ------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01 per
share............................. 161,000 $37.69 $6,068,090 $1,839
============================================================================================================
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 based on the average of the high and low sales prices
on June 10, 1997 as reported on the Nasdaq National Market.
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<PAGE> 2
PACIFIC SUNWEAR OF CALIFORNIA, INC.
Pacific Sunwear of California, Inc. hereby incorporates by reference
its Registration Statement on Form S-3 (File No. 333-28047), filed with the
Securities and Exchange Commission (the "Commission") on May 30, 1997,
including Amendment No. 1 to Registration Statement, filed with the Commission
on June 9, 1997, including all Exhibits filed with either of the foregoing.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Anaheim, State of California on June 10, 1997.
PACIFIC SUNWEAR OF CALIFORNIA, INC.
By: /s/ CARL W. WOMACK
------------------------------------
Carl W. Womack
Senior Vice President
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
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SIGNATURE TITLE DATE
- --------------------------------------------- ------------------------------ -------------
<C> <S> <C>
* President, Chief Executive June 10, 1997
- --------------------------------------------- Officer and Director
Greg H. Weaver (Principal Executive Officer)
/s/ CARL W. WOMACK Senior Vice President, Chief June 10, 1997
- --------------------------------------------- Financial Officer and
Carl W. Womack Secretary (Principal Financial
and Accounting Officer)
* Chairman of the Board of June 10, 1997
- --------------------------------------------- Directors
Julius Jensen III
* Director June 10, 1997
- ---------------------------------------------
Pearson C. Cummin III
* Director June 10, 1997
- ---------------------------------------------
Peter L. Harris
* Director June 10, 1997
- ---------------------------------------------
James B. McCurry
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*By: /s/ CARL W. WOMACK
----------------------------
Carl W. Womack
Attorney-in-Fact
<PAGE> 4
INDEX TO EXHIBITS
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SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
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5.1 Opinion of O'Melveny & Myers LLP.................................
23.1 Consent of Deloitte & Touche LLP.................................
23.2 Consent of O'Melveny & Myers LLP (included in Exhibit 5.1).......
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<PAGE> 1
EXHIBIT 5.1
June
10th
1 9 9 7
645,085-7
NB1-313533.V1
Pacific Sunwear of California, Inc.
5037 E. Hunter Avenue
Anaheim, California 92807
Re: Pacific Sunwear of California, Inc.
Form S-3 Registration Statement
-----------------------------------
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form
S-3 filed by you on the date hereof with the Securities and Exchange Commission
in connection with the registration, pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Abbreviated Registration Statement"),
of 161,000 additional shares of Common Stock, $0.01 par value (the "Additional
Shares"), of Pacific Sunwear of California, Inc., a California corporation (the
"Corporation"). We are familiar with the proceedings taken and proposed to be
taken by you in connection with the authorization and proposed issuance and
sale of the Additional Shares.
It is our opinion that, subject to said proceedings being duly taken
and completed by you as now contemplated prior to the issuance of the
Additional Shares, the Additional Shares will, upon issuance and sale thereof
in the manner referred to in the Registration Statement, be legally and validly
issued, fully paid and nonassessable shares of Common Stock of the Corporation.
The law covered by this opinion is limited to the present General
Corporation Law of the State of California. We express no opinion as to the
laws of any other jurisdiction and no opinion regarding the statutes,
administrative decisions,
<PAGE> 2
Page 2 - Pacific Sunwear of California, Inc. - June 10, 1997
rules, regulations or requirements of any county, municipality, subdivision or
local authority of any jurisdiction.
We consent to your filing this opinion as an exhibit to the Abbreviated
Registration Statement and to the reference to us under the heading "Legal
Matters" in the Prospectus which is incorporated by reference as a part of the
Abbreviated Registration Statement from the Company's Registration Statement
(File No. 333-28047) previously filed with the Commission.
Respectfully submitted,
/s/ O'MELVENY & MYERS LLP
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Pacific Sunwear of California, Inc. on Form S-3, of our report dated March
11, 1997, appearing in the Pacific Sunwear of California, Inc. Registration
Statement No. 333-28047, including Amendment No. 1, on Form S-3 filed with the
Securities and Exchange Commission on May 30, 1997 and June 9, 1997,
respectively.
DELOITTE & TOUCHE LLP
Costa Mesa, CA
June 10, 1997
