Filed Pursuant to Rule 424(b)(3)
Registration No. 333-31813
PROSPECTUS
THE WET SEAL, INC.
1,650,000 SHARES
OF CLASS A COMMON STOCK
____________________
The shares of class A common stock offered by this prospectus
are being offered by the stockholders of our company named in the section
entitled "Selling Stockholders" on page 4. The shares of class A common stock
may be purchased by the selling stockholders pursuant to stock options granted
under the The Wet Seal, Inc. 1996 Long-Term Incentive Plan. The selling
stockholders may sell the shares of class A common stock from time to time in
various types of transaction including:
* on the Nasdaq National Market;
* in the over-the-counter market; and
* in privately negotiated transactions.
For additional information on methods of sale, you should
refer to the section entitled "Plan of Distribution" on page 5. Our company will
not receive any portion of the proceeds from the sale of these shares.
Our Company's class A common stock is quoted on the Nasdaq
National Market under the symbol "WTSLA."
The selling stockholders will determine the price of the shares
of class A common stock independent of our company. On May 25, 1999, the last
sale price of the class A common stock on the Nasdaq National Market was $30.500
per share.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or passed
upon the adequacy or accuracy of the disclosures in the prospectus.
Any representation to the contrary is a criminal offense.
The date of this Prospectus is May 27, 1999.
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TABLE OF CONTENTS
Page
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You Should Not Rely on Forward-Looking Statements
Because They are Inherently Uncertain.......................3
Where You Can Find More
Information.................................................3
The Company.................................................4
Use of Proceeds.............................................4
Selling Stockholder.........................................4
Plan of Distribution........................................6
Experts.....................................................7
Legal Matters...............................................7
We have not authorized any dealer, salesperson or other person to give any
information or represent anything not contained in this prospectus. You should
not rely on any unauthorized information. This prospectus does not offer to sell
or buy any shares in any jurisdiction in which it is unlawful. The information
in this prospectus is current as of the date on the cover.
<PAGE>
YOU SHOULD NOT RELY ON FORWARD-LOOKING STATEMENTS BECAUSE THEY ARE
INHERENTLY UNCERTAIN
This prospectus contains forward-looking statements that
involve risks and uncertainties. You should not rely on these forward-looking
statements. We use words such as "anticipates," "believes," "plans," "expects,"
"future," "intends" and similar expressions to identify forward-looking
statements. These statements appear throughout the prospectus and are statements
regarding our intent, belief, or current expectations, primarily with respect to
our operations and related industry developments. You should not place undue
reliance on these forward-looking statements, which apply only as of the date of
this prospectus. Our actual results could differ materially from those
anticipated in these forward-looking statements for many reasons.
WHERE CAN YOU FIND MORE INFORMATION
This prospectus is part of a registration statement on Form
S-8 that we filed with the Securities and Exchange Commission. Some information
in the registration statement has been omitted from this prospectus in
accordance with SEC rules. We file annual, quarterly and special reports, proxy
reports, proxy statements and other information with the SEC. You can read and
copy the registration statement as well as reports, proxy statements and other
information we have filed with the SEC at the public reference room maintained
by the SEC at 450 Fifth Street, NW, Washington, D.C. 20549, and at the following
Regional Offices of the SEC: Seven World Trade Center, New York, New York 10048,
and Northwest Atrium Center, 500 West Madison Street, Chicago, Illinois 60661.
You can call the SEC at 1-800-732-0330 for further information about the public
reference room. We are also required to file electronic versions of these
documents with the SEC, which may be accessed through the SEC's World Wide Web
site at http://www.sec.gov. Our common stock is quoted on The Nasdaq National
------------------
Market. Reports, proxy and information statements and other information
concerning our company may be inspected at The Nasdaq Stock Market at 1735 K
Street, NW, Washington, D.C. 20006.
The SEC allows us to "incorporate by reference" the
information we have previously filed with it, which means we can disclose
important information by referring to those documents. All information that we
have incorporated by reference is available to you in accordance with the above
paragraph. Information that we file with the SEC subsequent to the date of this
prospectus will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings made
with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), until the selling stockholders
have sold all the shares.
The following documents filed with the SEC are incorporated by
reference in this prospectus:
1. Our Annual Report on Form 10-K for the fiscal year ended
January 30, 1999; and
2. The description of our class A common stock and other
classes or series of shares set forth in our registration statement on Form S-1,
as amended (File No. 33-34895), and incorporated by reference into the
registration statement on Form 8-A under the Exchange Act, as amended, of our
company filed with the SEC on July 30, 1990.
We will furnish without charge to you, on written or oral
request, a copy of any or all of the documents incorporated by reference,
including exhibits to these documents. You should direct any requests for
documents to Corporate Secretary, The Wet Seal, Inc., 26972 Burbank, Foothill
Ranch, California 92610, telephone: (949) 583-9029.
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THE COMPANY
Our company is a specialty retailer of moderately priced,
fashionable, casual apparel designed for women with a young, active lifestyle.
Our company was incorporated on December 19, 1962 in California and was
reincorporated in Delaware on June 26, 1990. Our principal executive offices are
located at 26972 Burbank, Foothill Ranch, California 92610. Our company's
telephone number is (949) 583-9029.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the
class A common stock by the selling stockholders.
SELLING STOCKHOLDERS
The table below sets forth information with respect to the
selling stockholders including:
* the name and position of the selling stockholders;
* the number of shares of class A common stock beneficially
owned by each selling stockholder as of May 25, 1999;
* the number of shares which may be offered and are being
registered by this prospectus for the account of each
selling stockholder (assuming all options are vested and
exercised); and
* the amount of the class to be owned by each selling
stockholder assuming all of the shares are sold.
The shares are those which may be acquired by the selling
stockholders upon the exercise of options granted under the The Wet Seal, Inc.
1996 Long-Term Incentive Plan. Except as set forth in the table, certain of the
selling stockholders have not been individually identified by our company at the
time of the preparation of this prospectus.
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<TABLE>
<CAPTION>
Number of Shares of Class Number of Shares of Class Number of Shares of Class
A Common Stock Owned(1) A Common Stock which may A Common Stock to be Owned
be Offered(2) After Offering(1)(3)
<S> <C> <C> <C>
Alan Siegel(4) 1,000 5,000 0
Director
Ann Cadier Kim(4) 3,447 10,000 1,477
Vice President of
Finance and Chief
Financial Officer
Barbara Bachman 4,000 8,000 4,000
Senior Vice President of
Store Operations
Edmond Thomas 8,147 120,000 8,147
President and Chief
Operating Officer
First Canada Management 0 160,000 0
Consultants Limited
George Benter, Jr. 1,500 4,000 1,500
Director
Gerald Randolph 0 4,000 0
Director
Irving Teitelbaum(5)(6) 348,500 0 348,500
Chairman of the Board of
Directors
Kathy Bronstein 3,423 120,000 3,423
Chief Executive Officer
Sharon Hughes(4) 5,022 10,000 3,022
Vice President of
Merchandising
Stephen Gross(5) 348,500 0 348,500
Director
Walter Loeb(4) 2,400 5,000 1,400
Director
Wilfred Posluns 0 4,000 0
Director
_________________________
</TABLE>
(1) Includes shares that the selling stockholders have the right to acquire
beneficial ownership of within 60 days through the exercise of stock
options granted under the The Wet Seal, Inc. 1996 Long-Term Incentive
Plan.
(2) Includes shares that may be purchased pursuant to stock options granted
under the The Wet Seal, Inc. 1996 Long-Term Incentive Plan on or before
the date of this prospectus (assuming all options are vested and
exercisable).
(3) After completion of the offering, Messrs. Teitelbaum and Gross will
each own 3.7% of the outstanding shares of class A common stock. None
of the other selling stockholders will own 1% or more of our company's
outstanding shares of class A common stock after completion of the
offering.
(4) Shares held include options representing the immediate right to
purchase the following shares of class A common stock: Ms.
Hughes-2,000; Ms. Cadier Kim-2,000; Mr. Loeb-1,000; and Mr.
Siegel-1,000.
(5) Shares held include 58,000 and 290,500 shares of class A common stock
beneficially owned by Suzy Shier Limited and Suzy Shier Equities Inc.,
respectively, and exclude 1,300,000, 155,000, 175,000 and 815,573
shares of class B common stock owned by Los Angeles Express Fashions,
Inc., La Senza Inc., Suzy Shier Equities Inc. and 3254127 Canada Inc.
(which are convertible into shares of class A common stock on a
one-for-one basis). Los Angeles Express Fashions, Inc. is a wholly
owned subsidiary of Suzy Shier Equities Inc., and La Senza Inc. and
Suzy Shier Equities Inc. are wholly owned subsidiaries of Suzy Shier
Limited, of which Messrs. Teitelbaum and Gross own 42.2% and 40.0%,
respectively. 3254127 Canada Inc. is a wholly owned subsidiary of
Gross-Teitelbaum Holdings Inc., of which Messrs. Teitelbaum and Gross
<PAGE>
own 50.1% and 49.9%, respectively. Messrs. Teitelbaum and Gross
disclaim beneficial ownership of these shares.
(6) Excludes options held by First Canada Management Consultants Limited to
purchase 160,000 shares of class A common stock. First Canada
Management Consultants Limited is a Canadian company wholly owned by
Teitelbaum Investments Ltd., a Canadian company of which Mr. Teitelbaum
is the majority shareholder.
Mr. Teitelbaum disclaims beneficial ownership of these shares.
PLAN OF DISTRIBUTION
Our company is registering the shares of class A common stock
on behalf of the selling stockholders. All costs, expenses and fees in
connection with the registration of the shares offered hereby will be borne by
our company. Brokerage commissions and similar selling expenses, if any,
attributable to the sale of shares will be borne by the selling stockholders.
Sales of shares may be effected by selling stockholders from time to time in one
or more types of transactions (which may include block transactions) on the
Nasdaq National Market, in the over-the-counter market, in negotiated
transactions, through put or call options transactions relating to the shares,
through short sales of shares, or a combination of such methods of sale, at
market prices prevailing at the time of sale, or at negotiated prices. Such
transactions may or may not involve brokers or dealers. The selling stockholders
have advised our company that they have not entered into any agreements,
understandings or arrangements with any underwriters or broker-dealers regarding
the sale of their securities, nor is there an underwriter or coordinated broker
acting in connection with the proposed sale of shares by the selling
stockholders.
The selling stockholders may enter into hedging transactions
with broker-dealers or other financial institutions. In connection with such
transactions, broker-dealers or other financial institutions may engage in short
sales of the shares or of securities convertible into or exchangeable for the
shares in the course of hedging positions they assume with selling stockholders.
The selling stockholders may also enter into options or other transactions with
broker-dealers or other financial institutions which require the delivery to
such broker-dealers or other financial institutions of shares offered by this
prospectus, which shares such broker-dealer or other financial institution may
resell pursuant to this prospectus (as amended or supplemented to reflect such
transaction).
The selling stockholders may effect such transactions by
selling shares directly to purchasers or to or through broker-dealers, which may
act as agents or principals. Such broker-dealers may receive compensation in the
form of discounts, concessions or commissions from selling stockholders and/or
the purchasers of shares for whom such broker-dealers may act as agents or to
whom they sell as principal, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions).
The selling stockholders and any broker-dealers that act in
connection with the sale of shares might be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act, and any commissions received
by such broker-dealers or any profit on the resale of the shares sold by them
while acting as principals might be deemed to be underwriting discounts or
commissions under the Securities Act. The selling stockholders may agree to
indemnify any agent, dealer or broker-dealer that participates in transactions
involving sales of the shares against certain liabilities, including liabilities
arising under the Securities Act.
Because selling stockholders may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act, the
selling stockholders will be subject to the prospectus delivery requirements of
the Securities Act. Our company has informed the selling stockholders that the
anti-manipulative provisions of Regulation M promulgated under the Exchange Act
may apply to their sales in the market.
Selling stockholders also may resell all or a portion of the
shares in open market transactions in reliance upon Rule 144 under the
Securities Act, provided they meet the criteria and conform to the requirements
of Rule 144.
Upon our company being notified by a selling stockholder that
any material arrangement has been entered into with a broker-dealer for the sale
of shares through a block trade, special offering, exchange distribution or
secondary distribution or a purchase by a broker or dealer, a supplement to this
prospectus will be filed, if required, pursuant to Rule 424(b) under the
Securities Act, disclosing:
* the name of each such selling stockholder and of the
participating broker-dealer(s);
* the number of shares involved;
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* the initial price at which such shares were sold;
* the commissions paid or discounts or concessions allowed
to such broker-dealer(s), where applicable;
* that such broker-dealer(s) did not conduct any
investigation to verify the information set out or
incorporated by reference in this prospectus; and
* other facts material to the transactions.
In addition, upon our company being notified by a selling stockholder that a
donee or pledgee intends to sell more than 500 shares, a supplement to this
prospectus will be filed.
EXPERTS
The financial statements incorporated in this prospectus by
reference to our Annual Report on Form 10-K for the three years ended January
30, 1999 have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report. The financial statements have been incorporated by
reference in this prospectus in reliance upon their report given on their
authority as experts in auditing and accounting.
LEGAL MATTERS
The validity of the shares of class A common stock offered in
this prospectus has been passed upon for our company by Akin, Gump, Strauss,
Hauer & Feld, L.L.P., New York, New York. Alan Siegel, a director of our
company, is a member of the firm of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
and holds options to purchase 7,000 shares of class A common stock.
