As filed with the Securities and Exchange Commission on March 17, 1999
Registration No. 333-31813
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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
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<S> <C> <C> <C> <C>
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)..........
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</TABLE>
(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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
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.
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* 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
<PAGE>
* Director March 17, 1999
- - ----------------------
George H. Benter
* Director March 17, 1999
- - ----------------------
Walter F. Loeb
</TABLE>
*By: /s/ Edmond S. Thomas
____________________
Edmond S. Thomas
Attorney-in-Fact
<PAGE>
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).
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)"
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
<PAGE>
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.
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
