-----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, JIoouCTkz5IJ12vDJOYr+a+XjKcCb++JM5IlyY2QjHCVvXTYBNEfCz0SruxuBOpy yTjPT9OPg4g7e1xwemXOPg== 0000921530-99-000062.txt : 19990402 0000921530-99-000062.hdr.sgml : 19990402 ACCESSION NUMBER: 0000921530-99-000062 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990317 EFFECTIVENESS DATE: 19990317 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WET SEAL INC CENTRAL INDEX KEY: 0000863456 STANDARD INDUSTRIAL CLASSIFICATION: 5621 IRS NUMBER: 330415940 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-10178 FILM NUMBER: 99566766 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 S-8 POS 1 AMENDMENT #1 TO S-8 RE THE WET SEAL, INC. As filed with the Securities and Exchange Commission on March 17, 1999 Registration No. 333-31813 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________ Post-Effective Amendment No. 1 to FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 THE WET SEAL, INC. (Exact Name of issuer as specified in its charter) Delaware 33-0415940 (State or other jurisdiction of incorporation or organization) (Identification No.) 26972 Burbank Foothill Ranch, California 92610 (714) 583-9029 (Address of principal executive offices) ___________________ THE WET SEAL, INC. 1996 LONG-TERM INCENTIVE PLAN (Full title of the plan) ___________________ Edmond S. Thomas The Wet Seal, Inc. 26972 Burbank Foothill Ranch, California 92610 (Name and address of agent for service) Telephone number, including area code, of agent for service: (714) 583-9029 CALCULATION OF REGISTRATION FEE
==================================================================================================================================== Proposed Maximum Proposed Maximum Aggregate Offering Amount of Title of Shares to be Amount to be Offering Price Per Price(1) Registration Registered Registered Share(1) Fee Class A Common Stock (par value $.10 950,000 shares $34.2813 $32,567,235 $9,053.69 per share).......... ====================================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 of the Securities Act of 1933, using the average of the high and low sale prices reported on the National Association of Securities Dealers Automated Quotation System on March 11, 1999. There are also registered hereunder such additional indeterminate number of shares as may be issued as a result of the antidilution provisions of The Wet Seal, Inc. 1996 Long-Term Incentive Plan. PART I Registration of Additional Securities. On July 22, 1997, The Wet Seal, Inc., a Delaware Corporation (the "Registrant"), filed with the Securities and Exchange Commission a Registration Statement on Form S-8 (Registration No. 333-31813) (the "Prior Registration Statement") in order to register 700,000 shares of its Class A Common Stock, $.10 par value per share ("Common Stock") reserved for issuance pursuant to options granted under The Wet Seal, Inc. 1996 Long-Term Incentive Plan (the "Plan"). The Plan was amended on October 26, 1998 to authorize the issuance under the Plan of an additional 950,000 shares of Common Stock. In accordance with General Instruction E to Form S-8, this Registration Statement is being filed in order to register the additional 950,000 shares of Common Stock issuable under the Plan. The contents of the Prior Registration Statement, which became effective on July 22, 1997, are incorporated herein by reference. The required opinion and consents are listed on the Exhibit Index attached hereto. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Foothill Ranch, State of California on this 17th day of March, 1999. THE WET SEAL, INC. /s/ Edmond S. Thomas _________________________________ By: Edmond S. Thomas President and Chief Operating Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
* Chairman of the Board and Director March 17, 1999 - - ---------------------- Irving Teitelbaum * Vice Chairman and Chief Executive March 17, 1999 - - ---------------------- Officer and Director (Principal Kathy Bronstein Executive Officer) /s/ Edmond S. Thomas President and Chief Operating Officer March 17, 1999 - - ---------------------- and Director Edmond S.Thomas * Vice President of Finance and Chief March 17, 1999 - - ---------------------- Financial Officer (Principal Financial Ann Cadier Kim and Accounting Officer) * Secretary and Director March 17, 1999 - - ---------------------- Stephen Gross * Director March 17, 1999 - - ---------------------- Wilfred Posluns * Director March 17, 1999 - - ---------------------- Gerald Randolph * Director March 17, 1999 - - ---------------------- Alan Siegel * Director March 17, 1999 - - ---------------------- George H. Benter * Director March 17, 1999 - - ---------------------- Walter F. Loeb
*By: /s/ Edmond S. Thomas ____________________ Edmond S. Thomas Attorney-in-Fact INDEX TO EXHIBITS The following is a complete list of exhibits filed as part of this registration statement: Exhibit No. Exhibit ___________ _______ 4.1 First Amendment to The Wet Seal, Inc. 1996 Long Term Incentive Plan 5.1 Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P. as to legality of the securities being registered. 23.1 Consent of Deloitte & Touche LLP, independent accountants. 23.2 Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (Contained in Exhibit 5.1 hereto). 24.1 Power of Attorney (included on the signature page of the Prior Registration Statement). EX-99.4.1 2 FIRST AMENDMENT OF WET SEAL First Amendment of The Wet Seal, Inc. 1996 Long-Term Incentive Plan Section 5.1 is amended to delete the following words each time they appear therein "seven hundred thousand (700,000)" and to replace the deleted words with "one million six hundred and fifty thousand (1,650,000)" EX-5 3 OPINION OF AKIN, GUMP, STRAUSS, HAUER & FELD, LLP AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. ATTORNEYS AT LAW A REGISTERED LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS 590 MADISON AVENUE NEW YORK, NY 10022 (212) 872-1000 FAX (212) 872-1002 March 17, 1999 The Wet Seal, Inc. 26972 Burbank Foothill Ranch, California 92610 Dear Sirs and Madams: We have acted as counsel to The Wet Seal, Inc., a Delaware corporation (the "Company"), in connection with the preparation and filing by the Company of a Post-Effective Amendment (the "Post-Effective Amendment") to the Registration Statement on Form S-8 (Registration No. 333-31813) under the Securities Act of 1933, as amended, for the registration of an additional 950,000 shares of common stock, $.10 par value per share (the "Shares"), of the Company which may be issued upon exercise of stock options pursuant to the 1996 Long- Term Incentive Plan (the "Plan") of the Company. We have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and officers of the Company and such other instruments as we have deemed necessary or appropriate as a basis for the opinions expressed below. Based on the foregoing, we are of the opinion that: The issuance of the Shares upon exercise of options granted under the Plan has been lawfully and duly authorized; and When the Shares have been issued and delivered in accordance with the terms of the Plan, the Shares will be legally issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Post-Effective Amendment. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. EX-23 4 EXHIBIT 23.1 - INDEPENDENT AUDITOR'S CONSENT Exhibit 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Post-Effective Amendment No. 1 to Registration Statement No. 333-31813 of the Wet Seal, Inc. on Form S-8 of our report dated March 13, 1998, appearing in the Annual Report on Form 10-K of The Wet Seal, Inc. for the year ended January 31, 1998. Deloitte & Touche LLP Costa Mesa, California March 15, 1999 -----END PRIVACY-ENHANCED MESSAGE-----