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): September 16, 2004

THE WET SEAL, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	0-18632	33-0415940
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

26972 Burbank Foothill Ranch, California	92610
(Address of Principal Executive Offices)	(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:

¨ 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 240.14d-2(b))

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

Item 8.01 Other Events

On September 16, 2004, the Company issued a press release to announce that the previously disclosed special committee created to analyze appropriate alternatives to enhance shareholder value has appointed Rothschild Inc. as its financial advisor. A copy of the Company’s press release appears as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

On September 27, 2004, The Wet Seal, Inc. (the “Company”) and Jennifer Pritchard, President of the Company’s Arden B division, entered into a retention agreement. Ms. Pritchard base salary was increased by $25,000 to an annual rate of $410,000 and her bonus opportunity, which is currently 50% of her salary was increased to 75% of her salary, and from a current maximum of 100% of her salary to a new maximum of 150% of her salary. In addition, Ms. Pritchard was given a retention cash bonus of $200,000, which would be owed back to the Company if she were to leave voluntarily within 12 months. Ms. Pritchard has the right to exchange the retention cash bonus for an award of 200,000 shares of the Company’s stock. In addition, she received a grant of 200,000 shares of restricted stock of the Company and certain severance protections in the event of an involuntary termination by the Company.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Business Acquired.

Not Applicable.

(b) Pro Forma Financial Information.

Not Applicable.

(c) Exhibits.

99.1    Copy of press release, dated September 16, 2004, 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: October 1, 2004	By:	/s/ Douglas Felderman
	Name:	Doug Felderman
	Title:	Chief Financial Officer

EXHIBIT INDEX

EXHIBIT NUMBER	DESCRIPTION
99.1	Copy of press release, dated September 16, 2004, issued by the Company.

EX-99.1

Exhibit 99.1

Contact:

Helen Rotherham

VP, IR and Communications

(949) 699-4804

THE WET SEAL, INC. APPOINTS FINANCIAL ADVISOR

FOOTHILL RANCH, Calif.—(BUSINESS WIRE) — September 16, 2004—Specialty retailer The Wet Seal, Inc. (Nasdaq:WTSLA) today announced that the special committee of its Board of Directors has appointed Rothschild Inc. as its financial advisor.

Last month, the company announced the appointment of the special committee to analyze appropriate alternatives to enhance shareholder value and that the special committee had been mandated to engage the services of a financial advisor. Rothschild will work with the special committee to explore these alternatives.

About Rothschild

Rothschild has a 200-year tradition as a leader in mergers and acquisition advice, corporate finance strategy, and other investment banking activities. Today, Rothschild ranks among the world’s leading independent investment banking organizations providing clients with a premium range of integrated financial services.

About The Wet Seal, Inc.

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 560 stores in 47 states, the District of Columbia and Puerto Rico, including 465 Wet Seal stores and 95 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.