Item 7.01
|
Regulation FD Disclosure.
|
As previously disclosed in a Current Report on Form 8-K filed by the Company
on April 8, 2016, the Company and its two subsidiaries (collectively with the Company, the Debtors) filed voluntary petitions in the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court) seeking
relief under Chapter 11 of Title 11 of the United States Code (the Bankruptcy Code). The Chapter 11 cases are being administered under the caption In re Pacific Sunwear of California, Inc., et al., Case Nos. 16-10881,
16-10882 and 16-10883 (the Chapter 11 Cases).
On August 1, 2016, the Debtors filed their monthly operating report for the period of May 29,
2016 through July 2, 2016 (the June Monthly Operating Report) with the Bankruptcy Court. The June Monthly Operating Report is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Additional information on the Chapter 11 Cases, including access to documents filed with the Bankruptcy Court, can be accessed at pacsun.com,
cases.primeclerk.com/pacsun (the court-appointed claims agent site), or www.deb.uscourts.gov, the official Bankruptcy Court website.
The information in
Item 7.01 of this Form 8-K is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of such
section. The information in Item 7.01 of this Form 8-K shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such
filing.
Cautionary Statement Regarding June Monthly Operating Report
The Company cautions investors and potential investors not to place undue reliance upon the information contained in the June Monthly Operating Report, which
was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The June Monthly Operating Report is limited in scope, covers a limited time period and has been prepared solely for
the purpose of complying with the monthly reporting requirements applicable in the Chapter 11 Cases and is in a format acceptable to the U.S. Trustee. The forecasts contained in the June Monthly Operating Report reflect estimates and assumptions
made by management of the Company with respect to cash receipts and disbursements, as well as numerous other factors. These factors are difficult to predict accurately and in many cases are outside of the Companys control. Consequently, it is
likely that actual results will differ from those reflected in the June Monthly Operating Report and such differences may be significant. The Company has not made and does not make any representation to any person regarding the Companys future
results. Furthermore, the Company is not required to publicly update the June Monthly Operating Report to reflect more current facts or estimates or the occurrence of future events, including if the facts, estimates and assumptions upon which the
June Monthly Operating Report is based are erroneous. The June Monthly Operating Report was not audited or reviewed by independent accountants, was not prepared in accordance with generally accepted accounting principles in the United States, is in
a format prescribed by applicable bankruptcy laws, and is subject to future adjustment (which may be material) and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Companys
securities, the June Monthly Operating Report is complete. The June Monthly Operating Report also contains information for periods which are shorter or otherwise different from those required in the Companys reports pursuant to the Exchange
Act and such information might not be indicative of the Companys financial condition or operating results for the period that would be reflected in the Companys financial statements or in its reports pursuant to the Exchange Act. Results
set forth in the June Monthly Operating Report should not be viewed as indicative of future results.
Cautionary Statement Regarding Forward-Looking Statements
This Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended 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 providing cautionary statements identifying important factors that could cause our actual results to differ materially
from those projected in the forward-looking statements contained herein. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions, future events or performance (often, but not always
identifiable by the use of the 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 these
forward-looking statements. All forward-looking statements included in this Report are based on information available to us as of the date hereof, and are subject to risks and uncertainties that could cause actual results to differ materially from
those expressed in the forward-looking statements. Such risks and uncertainties include, but are not limited to: those described under the Risk Factors section and elsewhere in the Companys Quarterly Reports on Form 10-Q filed with
the Securities and Exchange Commission (the SEC) on December 8, 2015 and September 10, 2015, most recent Annual Report on Form 10-K filed with the SEC on March 26, 2015, as well as in other past filings with the SEC, and risks and
uncertainties relating to the bankruptcy filing by the Company, including but not limited to, (i) the Companys ability to obtain Bankruptcy Court approval with respect to motions in the Chapter 11 Cases, (ii) the ability of the Company and its
subsidiaries to consummate the transactions contemplated by the Restructuring Support Agreement with respect to the Chapter 11 Cases, (iii) the effects of the Companys bankruptcy filing on the Company and on the interests of various
constituents, (iv) Bankruptcy Court rulings in the Chapter 11 Cases and the outcome of the cases in general, (v) the length of time the Company will operate under the Chapter 11 Cases, (vi) risks associated with third party motions in the Chapter 11
Cases, which may interfere with the Companys ability to consummate the transactions contemplated by the Restructuring Support Agreement, (vii) the potential adverse effects of the Chapter 11 Cases on the Companys liquidity or results of
operations, (viii) the ability to operate the Companys business and consummate the transactions contemplated by the Restructuring Support Agreement, (ix) the transactions contemplated by the DIP Credit Agreement, and the Restructuring Support
Agreement being subject to closing conditions, which conditions may not be satisfied for various reasons, including for reasons outside of the Companys control, (x) increased legal costs to execute the Companys reorganization, and other
risks and uncertainties, (xi) the Companys ability to maintain contracts, trade credit and other customer and/or vendor relationships that are essential to the Companys operations, and (xii) the Companys ability to retain key
executives and employees. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. 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.