DFAN14A 1 p12-1517dfan14a.htm THE WET SEAL, INC. p12-1517dfan14a.htm
SCHEDULE 14A
Consent Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934 (Amendment No. __)


Filed by the Registrant    [  ]

Filed by a Party other than the Registrant    [x]

Check the appropriate box:

[  ]
Preliminary Consent Statement
[  ]
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[  ]
Definitive Consent Statement
[  ]
Definitive Additional Materials
[X]
Soliciting Material Pursuant to § 240.14a-12

The Wet Seal, Inc.
 
(Name of Registrant as Specified In Its Charter)
Clinton Spotlight Master Fund, L.P.
Clinton Magnolia Master Fund, Ltd.
Clinton Retail Opportunity Partnership, L.P.
Clinton Group, Inc.
George Hall
Raphael Benaroya
Dorrit M. Bern
Lynda J. Davey
Mindy C. Meads
John S. Mills

(Name of Person(s) Filing Consent Statement, if other than the Registrant)

Payment of Filing Fee (check the appropriate box):

[X]
No fee required.

[   ]
Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11.

1)           Title of each class of securities to which transaction applies:

                2)           Aggregate number of securities to which transaction applies:
 
3)           Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
4)           Proposed maximum aggregate value of transaction:
 
5)           Total fee paid:

[  ]           Fee paid previously with preliminary materials.
 
 
 
 

 

 
[  ]           Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

1)           Amount Previously Paid:
 
2)           Form, Schedule or Registration Statement No.:
 
3)           Filing Party:
 
4)           Date Filed:
 
 
 
 

 
 
 
On August 22, 2012, Clinton Group, Inc. ("Clinton") issued a press release announcing that it intends to solicit fellow stockholders of The Wet Seal, Inc. (the "Issuer") for their written consent to remove four of the members of the Board of Directors of the Issuer and to replace them and fill the one existing vacant position with independent professionals who will seek to maximize the value of the Issuer through improved merchandising and operations, an optimized capital structure and the pursuit of a strategic transaction.

A copy of the press release is filed herewith as Exhibit 1.

Information regarding the Participants in a solicitation of written consents of the stockholders of the Issuer is filed herewith as Exhibit 2.