United States

Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-K

      (Mark One)

[ X ] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended: January 29, 2005

or

[    ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from                   to                  

Commission File Number 0-21296

PACIFIC SUNWEAR OF CALIFORNIA, INC.

(Exact name of Registrant as specified in its charter)

(714) 414-4000

(Registrant’s telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act:

NONE

Securities Registered Pursuant to Section 12(g) of the Act:

COMMON STOCK, $.01 PAR VALUE

PREFERRED STOCK PURCHASE RIGHTS

(Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [    ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes [ X ] No [    ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [    ]

The aggregate market value of Common Stock held by non-affiliates of the registrant as of July 31, 2004, the end of the most recently completed second quarter, was approximately $1.5 billion. All outstanding shares of voting stock, except for shares held by executive officers and members of the Board of Directors and their affiliates, are deemed to be held by non-affiliates.

On April 4, 2005, the registrant had 75,498,028 shares of Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Part III incorporates information by reference from the definitive Proxy Statement for the 2005 Annual Meeting of Shareholders, to be filed with the Commission no later than 120 days after the end of the registrant’s fiscal year covered by this Form 10-K.

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Part I

Pacific Sunwear of California, Inc. and its wholly owned subsidiaries (the “Company,” “Registrant,” “we,” “us,” or “our”) is a leading specialty retailer of everyday casual apparel, accessories and footwear designed to meet the needs of active teens and young adults.

We operate three nationwide, primarily mall-based chains of retail stores under the names “Pacific Sunwear” (also “PacSun”), “Pacific Sunwear (PacSun) Outlet,” and “d.e.m.o.” PacSun and PacSun Outlet stores specialize in board-sport inspired casual apparel, footwear and related accessories catering to teenagers and young adults. d.e.m.o. specializes in hip-hop inspired casual apparel, footwear and related accessories catering to teenagers and young adults. In addition, we operate a website that sells PacSun merchandise online, provides content and community for our target customers and provides information about us. We plan to begin selling d.e.m.o. merchandise through our new d.e.m.o. website during fiscal 2005.

The Company, a California corporation, was incorporated in August 1982. At the end of fiscal 2004, we operated 744 PacSun stores comprising approximately 2.7 million total square feet, 84 PacSun Outlet stores comprising approximately 0.3 million square feet, and 162 d.e.m.o. stores comprising approximately 0.4 million square feet for a total of 990 stores in 50 states and Puerto Rico comprising approximately 3.4 million square feet. As of April 4, 2005, we operated 751 PacSun stores, 85 PacSun Outlet stores and 169 d.e.m.o. stores for a total of 1,005 stores in 50 states and Puerto Rico.

Our executive offices are located at 3450 East Miraloma Avenue, Anaheim, California, 92806; the telephone number is (714) 414-4000; and our internet address is www.pacsun.com. Through our website, we make available free of charge, as soon as reasonably practicable after such information has been filed or furnished to the Securities and Exchange Commission (the “Commission”), our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The Company’s fiscal year is the 52- or 53-week period ending on the Saturday closest to January 31. Fiscal 2004 was the 52-week period ended January 29, 2005. Fiscal 2003 was the 52-week period ended January 31, 2004. Fiscal 2002 was the 52-week period ended February 1, 2003. Fiscal 2005 will be the 52-week period ending January 28, 2006.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report on Form 10-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act, and we intend that such forward-looking statements be subject to the safe harbors created thereby. We are hereby providing cautionary statements identifying important factors that could cause our 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 report, including forecasts of fiscal 2005 planned new store openings and capital expenditures, are based on information available to us as of the date hereof, and we assume no obligation to update or revise any such forward-looking statements to reflect events or circumstances that occur after such statements are made. See “Risk Factors” within Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Pacific Sunwear of California, Inc. / 03

OUR MISSION AND STRATEGIES

Our mission is to be the leading lifestyle retailer of casual fashion apparel, footwear and accessories for teens. Our target customers are young men and women between the ages of 12 and 24. We believe our customers want to stay current with, or ahead of, fashion trends and continually seek newness in their everyday wear. We offer a complete wardrobe selection representing fashion trends considered timely by our target customers. We believe the following items are the key strategic elements necessary to achieve our mission:

Offer Popular Name Brands Supplemented by Private Brands. In each of our store formats, we offer a carefully edited selection of popular name brands supplemented by our own proprietary brands, with the goal of being seen by our teenage and young adult customers as the source for wardrobe choices appropriate to their lifestyle. We believe that our merchandising strategy differentiates our stores from competitors who may offer 100% proprietary brands, greater than 80% name brands, or seek to serve a wider customer base and age range. See “Merchandising.”

Promote the PacSun and d.e.m.o. Brand Images. We promote the PacSun and d.e.m.o. brands primarily through national print advertising in major magazines that target teens and young adults. We also maintain a proprietary brand credit card through a third party to promote the PacSun brand image and lifestyle.

Actively Manage Merchandise Trends. We do not attempt to dictate fashion, but instead devote considerable effort to identifying emerging fashion trends and brand names. We use focus groups, listen to our customers and store employees, monitor sell-through trends, test small quantities of new merchandise in a limited number of stores, and maintain close domestic and international sourcing relationships. We believe that these practices enhance our ability to identify and respond to emerging fashion trends and brand names as well as develop new proprietary brand styles in order to capitalize on existing fashion trends.

Maintain Strong Vendor Relationships. We view our vendor relationships as important to our success and we promote frequent personal interaction with our vendors. We believe many of our vendors view PacSun, PacSun Outlet and d.e.m.o. stores as important distribution channels due to our nationwide presence and ability to introduce products to a broad audience. We tend to be one of the largest, if not the largest, customers for many of our vendors and we work closely with them to respond to emerging fashion trends and to obtain PacSun and d.e.m.o. “exclusives,” which are products that cannot be found at any other retailer.

Provide Attentive Customer Service. We are committed to offering courteous, professional and non-intrusive customer service. We strive to give our young customers the same level of respect that is generally given to adult customers at other retail stores, and to provide friendly and informed customer service for parents. Responding to the expressed preferences of our customers, we train our employees to greet each customer, to give prompt and courteous assistance when asked, and to thank customers after purchases are made, but to refrain from giving extensive unsolicited advice. PacSun and PacSun Outlet stores display large assortments of name brands and proprietary brands, merchandised by category. d.e.m.o. merchandise is displayed by brand accompanied by vendor logo signage. Additionally, the stores provide a friendly and social atmosphere for teens with appropriate background music, while also providing a comfortable environment for parents and other adults. We believe the combination of our attentive customer service and unique store environments is key to our success.

Continue to Expand the Number of Stores. We intend to continue our store growth through the opening of new stores under our three existing formats in the next three years. We may also continue our growth through the launch of a fourth store format or by acquiring an existing retail chain. In each of the last three fiscal years in the period ended January 29, 2005, we opened 113, 86, and 73 net new stores, respectively. See “Store Expansion” within the “Stores” section of this document for further details regarding plans for fiscal 2005.

Offer Merchandise for Sale Over the Internet. We sell merchandise over the internet at www.pacsun.com. The website offers a selection of the same merchandise carried in PacSun stores. We maintain a substantial database of e-mail names that we use for marketing purposes. We also advertise our website as a shopping destination on certain internet portals and search engines and market our website in our PacSun stores using in-store signage, merchandise bags and receipts. Our internet strategy benefits from the nationwide retail presence of our stores, the strong brand

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recognition of PacSun, a loyal and internet-savvy customer base, the participation of PacSun’s key brands and the ability to return merchandise to PacSun stores. We plan to begin selling merchandise on our d.e.m.o. website at www.demostores.com during fiscal 2005.

MERCHANDISING

Merchandise. PacSun, PacSun Outlet and d.e.m.o. stores offer a broad selection of casual apparel, related accessories and footwear for young men (“guys”) and young women (“girls”), with the goal of being viewed by our customers as the dominant retailer for their lifestyle. The following table sets forth our merchandise assortment as a percentage of net sales for the periods shown:

We offer many name brands best known by our target customers. PacSun offers a wide selection of well-known board-sport inspired name brands, such as Quiksilver/ Roxy/ DC Shoes, Billabong/ Element, Hurley and Volcom. d.e.m.o. offers well-known name brands sought by its target customers, such as Ecko, Phat Farm/ Baby Phat, Enyce, Rocawear, Sean John, Akademiks and Apple Bottoms. In addition, we continuously add and support up-and-coming new brands in both PacSun and d.e.m.o. During fiscal 2004, Quiksilver (which incorporates the Quiksilver, Roxy, and DC Shoes brands) accounted for 10.9% of total net sales and Billabong (which incorporates both Billabong and Element brands) accounted for 9.4% of total net sales. No other individual branded vendor accounted for more than 4% of total net sales during fiscal 2004.

We supplement our name brand offerings with our own proprietary brands. Proprietary brands provide us an opportunity to broaden our customer base by providing merchandise of comparable quality to brand name merchandise at lower prices, to capitalize on emerging fashion trends when branded merchandise is not available in sufficient quantities, and to exercise a greater degree of control over the flow of our merchandise. Our own product design group, in collaboration with our buying staff, designs our proprietary brand merchandise. We have a sourcing group that oversees the manufacture and delivery of our proprietary brand merchandise, with manufacturing contracted both domestically and internationally. Proprietary brand merchandise sales accounted for approximately 30%, 32% and 33% of total net sales in each of fiscal 2004, 2003 and 2002, respectively.

Vendor and Contract Manufacturer Relationships. We maintain strong and interactive relationships with our vendors, many of whose philosophies of controlled distribution and merchandise development are consistent with our own strategy. We generally purchase merchandise from vendors who prefer distributing through specialty retailers, small boutiques and, in some cases, better department stores, rather than distributing their merchandise through mass-market channels.

To encourage the design and development of new merchandise, we frequently share ideas regarding fashion trends and merchandise sell-through information with our vendors. We also suggest merchandise design and fabrication to certain vendors. We encourage the development of new vendor relationships by attending trade shows and inviting potential new vendors to make presentations of their merchandise to our buying staff.

We have cultivated our proprietary brand sources with a view toward high-quality merchandise, production reliability and consistency of fit. We source our proprietary brand merchandise both domestically and internationally in order to benefit from the lower costs associated with foreign manufacturing and the shorter lead times associated with domestic manufacturing.

Pacific Sunwear of California, Inc. / 05

Purchasing, Allocation and Distribution. Our merchandising department oversees the purchasing and allocation of our merchandise. Our buyers are responsible for reviewing branded merchandise lines from new and existing vendors, identifying emerging fashion trends, and selecting branded and proprietary brand merchandise styles in quantities, colors and sizes to meet inventory levels established by Company management. Our planning and allocation department is responsible for management of inventory levels by store and by class, allocation of merchandise to stores and inventory replenishment based upon information generated by our merchandise management information systems. These systems provide the planning department with current inventory levels at each store and for the Company as a whole, as well as current selling history within each store by merchandise classification and by style. See “Information Systems.”

All merchandise is delivered to our distribution facility in Anaheim, California, where it is inspected, received into our computer system, allocated to stores, ticketed when necessary, and boxed for distribution to our stores or packaged for delivery to our internet customers. Each store is typically shipped merchandise three to five times a week, providing it with a steady flow of new merchandise. We use a national and a regional small package carrier to ship merchandise to our stores and internet customers. We may occasionally use airfreight to ship merchandise to stores during peak selling periods.

STORES

Locations. The Company has expanded from 11 stores in California at the end of fiscal 1986 to 990 stores in 50 states and Puerto Rico at the end of fiscal 2004. The table below sets forth the number of stores located in each state as of the end of fiscal 2004:

Store Expansion. During fiscal 2004, we opened 113 net new stores, which included 67 PacSun stores, 5 PacSun Outlet stores and 41 d.e.m.o. stores. In addition, we expanded or relocated 35 existing stores during fiscal 2004.

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During fiscal 2005, we plan to open approximately 120 net new stores, of which approximately 70 will be PacSun stores, approximately 10 will be PacSun Outlet stores and approximately 40 will be d.e.m.o. stores, resulting in an ending total store count of approximately 1,110 stores. We also plan to expand or relocate approximately 35 existing smaller stores during fiscal 2005. As of the date of this filing, approximately 70% of the leases for the approximately 120 net new stores we expect to open in fiscal 2005 have been executed.

Our store site selection strategy is to locate our stores primarily in high-traffic, regional malls serving markets that meet our demographic criteria, including average household income and population density. We also consider mall sales per square foot, the performance of other retail tenants serving teens and young adult customers, anchor tenants and occupancy costs. We currently seek PacSun and PacSun Outlet store locations of approximately 4,000 square feet and d.e.m.o. store locations of approximately 3,000 square feet. We will begin testing 3 large-format PacSun stores during fiscal 2005 that will encompass approximately 7,500-9,000 square feet. For details concerning average costs to build and stock new and relocated stores in fiscal 2004, see Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, “Liquidity and Capital Resources.”

Our continued growth depends upon our ability to open and operate stores on a profitable basis. Our ability to expand successfully will be dependent upon a number of factors, including sufficient demand for our merchandise in existing and new markets, our ability to locate and obtain favorable store sites, negotiate acceptable lease terms, obtain adequate merchandise supply, and hire and train qualified management and other employees.

Store Operations. Our stores are open for business during mall shopping hours. Each store has a manager, one or more co-managers or assistant managers, and approximately six to twelve part-time sales associates. District managers supervise approximately seven to twelve stores and approximately six to ten district managers report to a regional director. District and store managers as well as store co-managers participate in a bonus program based on achieving predetermined levels of sales and inventory shrinkage. We have well-established store operating policies and procedures and an extensive in-store training program for new store managers and co-managers. We place great emphasis on loss prevention programs in order to control inventory shrinkage. These programs include the installation of electronic article surveillance systems in all stores, education of store personnel on loss prevention, and monitoring of returns, voids and employee sales. In each fiscal year since fiscal 1991, we have achieved an inventory shrinkage rate of 1.3% or less of net sales at retail, or 0.6% or less of net sales at cost.

INFORMATION SYSTEMS

Our merchandise, financial and store computer systems are fully integrated and operate using primarily IBM equipment. Our software is regularly upgraded or modified as needs arise or change. Our information systems provide Company management, buyers and planners with comprehensive data that helps them identify emerging trends and manage inventories. The systems include purchase order management, electronic data interchange, open order reporting, open-to-buy, receiving, distribution, merchandise allocation, basic stock replenishment, inter-store transfers, inventory and price management. Company management uses weekly best/worst item sales reports to enhance the timeliness and effectiveness of purchasing and markdown decisions. Merchandise purchases are based on planned sales and inventory levels and are frequently revised to reflect changes in demand for a particular item or classification.

All of our stores have a point-of-sale system operating on IBM in-store computer hardware. The system features bar-coded ticket scanning, automatic price look-up, electronic check and credit authorization and automatic nightly transmittal of data between the store and our corporate offices. Each of the regional directors and district managers uses a laptop computer and can instantly access appropriate or relevant Company-wide information, including actual and budgeted sales by store, district and region, transaction information and payroll data. We believe our management information systems are adequate to support our planned expansion at least through fiscal 2005.

COMPETITION

The retail apparel, footwear and accessory business is highly competitive. PacSun stores, PacSun Outlets and d.e.m.o. stores compete on a national level with certain leading department stores and national chains that offer the same or similar brands and styles of merchandise. Our stores compete with Abercrombie and Fitch, American Eagle

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Outfitters, The Gap, Aeropostale and Hot Topic as well as a wide variety of regional and local specialty stores. Many of our competitors are larger and have significantly greater resources than us. We believe the principal competitive factors in our industry are fashion, merchandise assortment, quality, price, store location, environment and customer service.

TRADEMARKS AND SERVICE MARKS

We are the owner in the United States of the marks “Pacific Sunwear of California,” “PacSun,” “Pacific Sunwear,” and “d.e.m.o.” We also use and have registered, or have a pending registration on, a number of other marks. We have also registered many of our marks outside of the United States. We believe our rights in our marks are important to our business and intend to maintain our marks and the related registrations.

SEASONALITY

For details concerning the seasonality of our business, see Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, “Seasonality and Quarterly Results.”

WORKING CAPITAL CONCENTRATION

A significant portion of our working capital is related to finished goods inventory available for sale to customers as well as in our distribution center. For details concerning working capital and the merchandising risk associated with our inventories, see “Working Capital” and “Risk Factors” within Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

EMPLOYEES

At the end of fiscal 2004, we had approximately 13,700 employees, of whom approximately 9,800 were part-time. Of the total employees, approximately 500 were employed at our corporate headquarters and distribution center. A significant number of seasonal employees are hired during peak selling periods. None of our employees are represented by a labor union, and we believe that our relationships with our employees are good.

EXECUTIVE OFFICERS OF THE REGISTRANT

Set forth below are the names, ages, titles, and certain background information of persons serving as executive officers of the Company as of April 4, 2005:

Greg H. Weaver has served as Chairman of the Board since October 1997, as Chief Executive Officer since October 1996 and as a member of the Board of Directors since February 1996. As previously announced, Mr. Weaver will serve as Executive Chairman of the Board effective April 1, 2005 and will no longer retain the title of Chief Executive Officer. He joined the Company in July 1987 as Vice President of Stores and was promoted many times during his tenure at Pacific Sunwear, holding the titles of Senior Vice President, Executive Vice President, Chief Operating Officer and President until he ascended to his current position. Prior to joining the Company, he was employed for 13 years by Jaeger Sportswear Ltd. in both operational and merchandising capacities for the U.S. and Canadian stores.

Seth R. Johnson joined the Company in November 2004 as Chief Operating Officer and a member of the Board of Directors. He will assume the role of Chief Executive Officer beginning April 1, 2005. Prior to joining the Company, he was employed for 12 years by Abercrombie & Fitch, most recently as Chief Operating Officer and a member of their Board of Directors. Prior retail experience included employment at The Limited, BATUS Retail Group and Dayton Hudson, Inc. during a retail career that has spanned 26 years.

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Timothy M. Harmon has served as President and Chief Merchandising Officer since November 1997. He joined the Company in September 1991 as Vice President of Merchandising and was promoted three times during his tenure, holding the titles of Senior Vice President and Executive Vice President of Merchandising. Prior to joining the Company, he was Vice President and General Manager of Wide-World MTV Sportswear from 1990 to 1991 and was Vice President and General Manager, Women’s Division, of Chauvin International from 1986 to 1990. Prior to that, he served in various merchandising positions at Anchor Blue and at several department stores during a retail career that has spanned over 20 years.

Gerald M. Chaney joined the Company in December 2004 as Senior Vice President and Chief Financial Officer. Prior to joining the Company, he most recently served as Chief Financial Officer of Polo Ralph Lauren since November 2000. Prior to that, Mr. Chaney served as Chief Financial Officer of Kellwood Company, Senior Vice President of Administration and Chief Financial Officer of Petrie Retail, Senior Vice President of Operations and Chief Financial Officer at Crystal Brands, and held Director of Finance and Vice President of Finance roles at General Mills Fashion Group and Scott Paper.

Thomas M. Kennedy joined the Company in May 2004 as Division President of PacSun. In this position, he has responsibility for all merchandising, design and marketing of the PacSun division. Mr. Kennedy has more than 19 years experience in the retail and apparel industries, most recently as Vice President of Global Lifestyle Apparel at Nike, Inc. Prior to that, Mr. Kennedy served in various merchandising positions in roles of increased responsibility, including Buyer, Merchandise Manager, Divisional Merchandise Manager, and Vice President of Men’s Apparel, at The Gap, Inc. from March 1993 to May 2001 at both Gap and Old Navy.

Our corporate office and distribution center are located in Anaheim, California and encompass a total of approximately 550,000 square feet. We believe the current facilities are capable of servicing our operational needs through fiscal 2007. We plan to purchase additional land and begin construction of a new, additional corporate office and a new, additional distribution center before the end of fiscal 2007. We have initiated planning efforts to assess these future needs.

We lease our retail stores under operating lease agreements with initial terms ranging from approximately eight to ten years that expire at various dates through December 2018 (see Note 7 to the consolidated financial statements).

During fiscal 2003, we reached an agreement to settle all claims related to two lawsuits concerning overtime pay for a total of $4.0 million. The suits were Auden v. Pacific Sunwear of California, Inc., which was filed September 17, 2001, and Adams v. Pacific Sunwear of California, Inc., which was filed November 1, 2002. The complaints alleged that we improperly classified certain California-based employees as “exempt” from overtime pay. In fiscal 2004, we paid substantially all amounts due pursuant to the terms of the settlement agreement, which had been primarily accrued for during fiscal 2002. Accordingly, the settlement did not have a material impact on our results of operations for fiscal 2004 or 2003.

We are involved from time to time in litigation incidental to our business. We believe that the outcome of current litigation will not likely have a material adverse effect on our results of operations or financial condition.

No matters were submitted to a vote of the Company’s shareholders during the fourth quarter of the fiscal year covered by this report.

Pacific Sunwear of California, Inc. / 09

Part II

Our common stock trades on the NASDAQ National Market under the symbol “PSUN”. The following table sets forth for the quarterly periods indicated the high and low bid prices per share of the common stock as reported by NASDAQ (as adjusted to reflect the Company’s 3-for-2 stock split in August 2003):

As of April 4, 2005, the number of holders of record of common stock of the Company was approximately 150, and the number of beneficial holders of the common stock was in excess of 32,000.

We have never declared or paid any dividends on our common stock. Our credit facility currently prohibits us from paying cash dividends on our capital stock.

The selected consolidated balance sheet and consolidated income statement data as of January 29, 2005, and January 31, 2004, and for each of the three fiscal years in the period ended January 29, 2005, are derived from audited consolidated financial statements of the Company included herein and should be read in conjunction with such financial statements. Such data and the selected consolidated operating data below should also be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in this report. The consolidated balance sheet data as of February 1, 2003, February 2, 2002 (“fiscal 2001”), and February 4, 2001 (“fiscal 2000”), and the consolidated income statement data for each of the two fiscal years in the period ended February 2, 2002, are derived from audited consolidated financial statements of the Company, which are not included herein. All balance sheet and income statement data for prior years have been restated to reflect the impact of certain lease accounting corrections and the reclassification of e-commerce shipping and handling revenues and expenses (see Note 2 to the consolidated financial statements).

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