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
PACIFIC SUNWEAR OF CALIFORNIA, INC.
(Exact Name of Registrant as Specified in Charter)
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| California
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0-21296
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95-3759463 |
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(Commission File Number)
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(IRS Employer |
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Identification No.) |
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| 3450 East Miraloma Avenue
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92806-2101 |
Anaheim, CA
(Address of principal executive offices)
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(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
Item 1.01 Entry into a Material Definitive Agreement.
On
September 29, 2006, Pacific Sunwear of California, Inc. (the
“Company”) and Seth Johnson entered
into an Amendment to Employment Agreement and Resignation. Pursuant to the agreement, Mr. Johnson
resigned as an officer and director of
the Company.
The Company will, under the terms of the
agreement, pay Mr. Johnson’s base annual salary of $1,040,000 through
October 31, 2007 in regular
installments in accordance with
the Company’s normal payroll schedule. The aggregate salary
payments will be approximately $1,127,000. In addition,
the Company will pay the costs of
continuing Mr. Johnson’s medical, dental and vision insurance through
October 31, 2007. The
Company expects to record an expense of approximately $1,127,000 during the current fiscal quarter
in connection with the agreement.
The full text of the agreement is included as
Exhibit 10.1 to this report and is incorporated
herein by this reference.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain Officers.
As described in Item 1.01 above, on
September 29, 2006, Mr. Johnson resigned from his positions as
Chief Executive Officer and director of
the Company.
On
October 1, 2006, the Board appointed its Lead Director, Sally Frame Kasaks, age 61, as Interim
Chief Executive Officer. Due to her appointment as Interim Chief Executive Officer, Ms. Kasaks has
stepped down temporarily from her positions as Lead Director, chairman of the Nominating and
Governance Committee and member of the Compensation Committee. There is no arrangement or
understanding pursuant to which Ms. Kasaks was selected as a director, and there are no related
party transactions between
the Company and Ms. Kasaks reportable under Item 404(a) of Regulation
S-K.
Ms. Kasaks has been a business consultant since January 1997, and has been a director of the
Company since 1997. She served as the Chairman and Chief Executive Officer of Ann Taylor Stores,
Inc., a specialty apparel retailer, from February 1992 to August 1996. From February 1989 to
February 1992, Ms. Kasaks was the President and Chief Executive Officer of Abercrombie and Fitch, a
specialty apparel retailing division of The Limited, Inc. She was also the Chairman and Chief
Executive Officer of The Talbots, Inc., a specialty apparel retailing division of General Mills
Co., from November 1985 to September 1988. Ms. Kasaks is currently serving as a director of The
Children’s Place, Inc.
In related actions, the Board appointed current director Peter Starrett as Interim Lead Director
and the chair of
the Company’s Nominating and Governance Committee to fill the vacancy created by
Ms. Kasaks’s appointment as Interim Chief Executive Officer. At this time, the Board has not
appointed a replacement for Ms. Kasaks to the Compensation Committee.
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Ms. Kasaks will receive compensation of $87,500 per month for her services as Interim Chief
Executive Officer, and be entitled to participate in
the Company’s employee benefit plans. The
Company will also reimburse Ms. Kasaks for certain relocation and travel costs, including the cost
of temporary housing in California, and use of a car during the period of her service as Interim
Chief Executive Officer. Ms. Kasaks will not receive any equity awards and will not, while serving
as Interim Chief Executive Officer, receive fees paid to
the Company’s independent directors.
Item 7.01 Regulation FD Disclosure.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
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