-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NqScU2c69iAtVHNab7OqvSHixVJtUuYnyCfIa3WXiy3PColwE0CWOHO04xCint0Y WeHBDQlGDBEIomzux7+fRw== 0000902664-06-000991.txt : 20060308 0000902664-06-000991.hdr.sgml : 20060308 20060308164551 ACCESSION NUMBER: 0000902664-06-000991 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060306 FILED AS OF DATE: 20060308 DATE AS OF CHANGE: 20060308 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: WET SEAL INC CENTRAL INDEX KEY: 0000863456 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-WOMEN'S CLOTHING STORES [5621] IRS NUMBER: 330415940 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: 26972 BURBANK CITY: FOOTHILL RANCH STATE: CA ZIP: 92610 BUSINESS PHONE: 7145839029 MAIL ADDRESS: STREET 1: 26972 BURBANK CITY: FOOTHILL RANCH STATE: CA ZIP: 92610 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Prentice Capital Management, LP CENTRAL INDEX KEY: 0001326150 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-18632 FILM NUMBER: 06673596 BUSINESS ADDRESS: STREET 1: 900 THIRD AVENUE, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 756-8040 MAIL ADDRESS: STREET 1: 900 THIRD AVENUE, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Zimmerman Michael CENTRAL INDEX KEY: 0001326156 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-18632 FILM NUMBER: 06673597 BUSINESS ADDRESS: BUSINESS PHONE: (212) 756-8040 MAIL ADDRESS: STREET 1: 900 THIRD AVENUE, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 3 1 form3_ex.xml X0202 3 2006-03-06 0 0000863456 WET SEAL INC WTSLA 0001326156 Zimmerman Michael C/O PRENTICE CAPITAL MANAGEMENT, LP 623 FIFTH AVENUE, 32ND FLOOR NEW YORK NY 10022 1 0 0 0 0001326150 Prentice Capital Management, LP 623 FIFTH AVENUE, 32ND FLOOR NEW YORK NY 10022 1 0 0 0 Class A Common Stock ("Common Stock") 3463764 I See Footnote Common Stock issuable upon exercise of Series B Warrants 2.25 2009-01-14 Common Stock 1149107 I See Footnote Common Stock issuable upon exercise of Series C Warrants 2.50 2010-01-14 Common Stock 2209821 I See Footnote Common Stock issuable upon exercise of Series D Warrants 2.75 2010-01-14 Common Stock 2308036 I See Footnote Common Stock issuable upon exercise of Series E Warrants 3.68 2010-11-29 Common Stock 3683036 I See Footnote Common Stock issuable upon exercise of Warrant No. A-5 5.41 2009-12-30 Common Stock 527319 I See Footnote Common Stock issuable upon conversion of notes 1.50 2012-01-13 Common Stock 14475467 I See Footnote Common Stock issuable upon conv. Series C Conv. Pref. Stock 3.00 Common Stock 2424666 I See Footnote Michael Zimmerman ("Mr. Zimmerman") controls, and is responsible for the supervision and conduct of all investment activities of, Prentice Capital Management, LP ("Prentice Capital," together with Mr. Zimmerman, the "Reporting Persons"), the investment manager of Prentice Capital Partners, LP, Prentice Capital Partners QP, LP, Prentice Capital Offshore, Ltd. and certain managed accounts (the "Investment Entities"). The Reporting Persons hold the reported securities indirectly through the Investment Entities. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. The notes, warrants and preferred stock are convertible at any time at the holder's election. THE REPORTING PERSONS AND THE INVESTMENT ENTITIES ARE PROHIBITED FROM CONVERTING OR EXERCISING THE SECURITIES LISTED IN TABLE II, IF AFTER SUCH EXERCISE OR CONVERSION THEY, AS A GROUP, WOULD BENEFICIALLY OWN MORE THAN 9.99% OF THE OUTSTANDING COMMON STOCK. The notes reported in this Form 3 consist of $21,713,200 million in principal amount of secured convertible seven year notes, which bear interest at 3.76% per annum, which interest shall be capitalized or paid in cash at the Company's option. The notes are convertible, at the holder's option, initially into 14,475,467 shares of Common Stock at a conversion price of $1.50 per share. The Series C Convertible Preferred Stock reported in this Form 3 consists of 7,274 shares, par value $0.10, and are initially convertible, at the holder's option, into 2,424,666 shares of Common Stock at an initial conversion price of $3.00. The Series C Convertible Preferred Stock has no expiration date. /s/ Michael Zimmerman 2006-03-08 EX-99 2 jointfiler.txt JOINT FILER INFORMATION JOINT FILER INFORMATION NAME: Prentice Capital Management, LP ADDRESS: 623 Fifth Avenue, 32nd Floor New York, New York 10022 DESIGNATED FILER: Michael Zimmerman ISSUER: The Wet Seal, Inc. DATE OF EVENT REQUIRING STATEMENT: March 6, 2006 SIGNATURE: PRENTICE CAPITAL MANAGEMENT, LP /s/ Michael Weiss - --------------------------------- By: Michael Weiss Title: Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----