8-K

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

Date of Report (Date of Earliest Event Reported): January 11, 2005

THE WET SEAL, INC.
(Exact Name of Registrant as Specified in Charter)

Delaware (State or Other Jurisdiction of         Incorporation)	0-18632 (Commission File Number)	33-0415940 (IRS Employer Identification No.)
26972 Burbank   Foothill Ranch, California (Address of Principal Executive               Offices)		92610                   (Zip Code)

Registrant's telephone number, including area code:                   (949) 583-9029

N/A
——————————————————————————
(Former Name or Former Address, if Changed Since Last Report)

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):

[]     Written communications pursuant’ to Rule 425 under the Securities Act (17 CFR 230.425)

[]     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[]     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 14d-2(b))

[]     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.03.     Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

         On January 10, 2005, the stockholders of The Wet Seal, Inc. (the “Company”), at the Company’s special meeting of stockholders (the “Special Meeting”), approved an amendment to the Company’s restated certificate of incorporation (the “Amendment”), to increase the number of authorized shares of (i) capital stock from 72,000,000 to 162,000,000, (ii) common stock from 70,000,000 to 160,000,000 and (iii) Class A Common Stock from 60,000,000 to 150,000,000.

        The Amendment became effective as of January 11, 2005. The text of the Amendment is included as Exhibit 3.1 to this Current Report and is incorporated herein by reference.

Item 8.01.     Other Events.

        On January 11, 2005, the Company announced the results of the stockholder vote at the Special Meeting. Pursuant to applicable NASDAQ rules and regulations, the Company’s stockholders approved the issuance of the convertible notes and warrants issuable pursuant to the previously announced financing transaction, as well as the Company’s new stock incentive plan. In addition, the stockholders approved an amendment to the Company’s restated certificate of incorporation as described in Item 5.03 above, which is hereby incorporated by reference.

        A copy of the Company’s press release appears as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

Item 9.01.     Financial Statements and Exhibits.

(a)     Financial Statements of Business Acquired.

Not Applicable.

(b)     Pro Forma Financial Information.

Not Applicable.

(c)     Exhibits.

3.1	Certificate of Amendment to Restated Certificate of Incorporation of the Company, as amended, filed with the Delaware Secretary of State on January 11, 2005
99.1	Press release, dated January 11, 2005, issued by the Company

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE WET SEAL, INC. (Registrant)
Date:   January 18, 2005	By: /s/ DOUGLAS C. FELDERMAN
	Name: Douglas C. Felderman
	Title: Executive Vice President & Chief                   Financial Officer

EXHIBIT INDEX

EXHIBIT NUMBER	DESCRIPTION
3.1	Certificate of Amendment to Restated Certificate of Incorporation of the Company, as amended, filed with the Delaware Secretary of State on January 11, 2005
99.1	Press release, dated January 11, 2005, issued by the Company

EX-3.(I)

Exhibit 3.1

CERTIFICATE OF AMENDMENT
TO
RESTATED CERTIFICATE OF INCORPORATION
OF
THE WET SEAL, INC.

* * * * * * *

(Pursuant to Section 242
of the Delaware General Corporate Law)

        FIRST:         The name of the corporation is THE WET SEAL, INC.

        SECOND:    The Restated Certificate of Incorporation of the corporation is hereby amended to increase the number of authorized shares of the corporation by removing Article FOURTH, Section 4.1. in its entirety and replacing it with the following:

        “Section 4.1.    Number of Shares.    The total number of shares which the corporation shall have authority to issue is ONE HUNDRED SIXTY TWO MILLION (162,000,000), consisting of “Common Stock” and “Preferred Stock” as follows:

                    (a)   Preferred Stock.   The total number of shares of Preferred Stock shall be TWO MILLION (2,000,000), having a par value of one cent ($0.01) per share, which may be issued from time to time in one or more series. The board of directors is hereby authorized to fix, by resolution or resolutions providing for the issue of any such series, the voting powers, if any, and the designation, preferences and rights of the shares in such series, and the qualifications, limitations or restrictions thereof, including, but not limited to, the following:

        (1)    the number of shares constituting that series and the distinctive designation thereof;

        (2)    the dividend rate on the shares of that series, whether dividends shall be cumulative and, if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of that series;

        (3)    the voting rights, if any, of shares of that series in addition to the voting rights provided by law, and the terms of such voting rights;

        (4)    the terms and conditions of the conversion privileges, if any, of shares of that series, including provision for adjustment of the conversion rate in such events as the board of directors shall determine;

        (5)    the terms and conditions of redemption, if shares of that series shall be redeemable, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;

        (6)    the terms and amount of any sinking fund for the redemption or purchase of shares of that series, if any;

        (7)    the rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the corporation, and the relative rights or priority, if any, of payment of shares of that series; and

        (8)    any other relative rights, preferences and limitations of that series.

        Dividends on outstanding Preferred Stock shall be declared and paid, or set apart for payment, before any dividend shall be declared and paid, or set apart for payment, on the Common Stock with respect to the same dividend period.

                    (b)    Common Stock.   The total number of shares of Common Stock shall be ONE HUNDRED SIXTY MILLION (160,000,000), divided into two classes designated as Class A Common Stock and Class B Common Stock, as follows: the total number of authorized shares of Class A Common Stock shall be ONE HUNDRED FIFTY MILLION (150,000,000), and each share of Class A Common Stock shall have a par value of ten cents ($0.10); and the total number of authorized shares of Class B Common Stock shall be TEN MILLION (10,000,000), and each share of Class B Common Stock shall have a par value of ten cents ($0.10).”

        THIRD:     The amendment to the Restated Certificate of Incorporation herein certified has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

        IN WITNESS WHEREOF, the undersigned has executed and acknowledged the Certificate of Amendment this 11^th day of January, 2005.

/s/ Douglas C. Felderman

Name: Douglas C. Felderman

Title: EVP & CFO

EX-99

Exhibit 99.1

Contact:
Helen Rotherham
VP, IR and Communications
(949) 699-4804

THE WET SEAL, INC. ANNOUNCES RESULTS OF THE
STOCKHOLDER VOTE AT ITS SPECIAL MEETING OF
STOCKHOLDERS

        FOOTHILL RANCH, CA, January 11, 2005 — Specialty retailer The Wet Seal, Inc. (Nasdaq: WTSLA) (the “Company”) today announced the results of the stockholder vote at the Special Meeting of Stockholders held at its corporate headquarters. Pursuant to applicable NASDAQ rules and regulations, the Company’s stockholders approved the issuance of the convertible notes and warrants issuable pursuant to the previously announced financing transaction, as well as the Company’s new stock incentive plan. In addition, the stockholders approved an amendment to the Company’s certificate of incorporation that provided for an increase in the number of authorized shares of the Company’s common stock.

Headquartered in Foothill Ranch, California, The Wet Seal, Inc. is a leading specialty retailer of fashionable and contemporary apparel and accessory items. The company currently operates a total of 559 stores in 47 states, the District of Columbia and Puerto Rico, including 463 Wet Seal stores and 96 Arden B. stores. The company’s products can also be purchased online at www.wetseal.com or www.ardenb.com. For more company information, visit www.wetsealinc.com.

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: This news release contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements that relate to the Company’s opening and closing of stores, profitability and growth, demand for its products or any other statements that relate to the intent, belief, plans or expectations of the Company or its management. All forward-looking statements made by the Company involve material risks and uncertainties and are subject to change based on factors beyond the Company’s control. Accordingly, the Company’s future performance and financial results may differ materially from those expressed or implied in any such forward-looking statements. Such factors include, but are not limited to, those described in the Company’s filings with the Securities and Exchange Commission. This news release contains results reflecting partial year data and non-fiscal data that may not be indicative of results for similar future periods or for the full year. The Company will not undertake to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.

SOURCE: The Wet Seal, Inc.