As filed with the Securities and Exchange Commission on April 29, 1999
Registration No. 333-31813
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 2
to
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
____________________
THE WET SEAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 33-0415940
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
26972 Burbank
Foothill Ranch, California 92610
(949) 583-9029
(Address of Principal Executive Offices)
____________________
THE WET SEAL, INC.
1996 LONG-TERM INCENTIVE PLAN
(Full Title of the Plan)
____________________
Edmond S. Thomas
26972 Burbank
Foothill Ranch, California 92610
(Name and Address of Agent For Service)
Telephone Number, Including Area Code, of Agent For Service: (949) 583-9029
================================================================================
<PAGE>
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 April 29, 1999, the last
sale price of the class A common stock on the Nasdaq National Market was $41 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 April 30, 1999.
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S> <C>
Page
----
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
</TABLE>
2
<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.
3
<PAGE>
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 April 28, 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.
4
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
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)
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
George Benter, Jr. 1,500 4,000 1,500
Director
Gerald Randolph 1,000 4,000 1,000
Director
Irving Teitelbaum(5) 348,500 80,000 348,500
Chairman of the Board of
Directors
Kathy Bronstein 3,923 120,000 3,923
Chief Executive Officer
Sharon Hughes(4) 5,022 10,000 3,022
Vice President of
Merchandising
Stephen Gross(5) 348,500 80,000 348,500
Director
Walter Loeb(4) 2,400 5,000 1,400
Director
Wilfred Posluns 0 4,000 0
Director
- -------------------
(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 295,000 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
own 50.1% and 49.9%, respectively. Messrs. Teitelbaum and Gross
disclaim beneficial ownership of these shares.
</TABLE>
5
<PAGE>
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;
* 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
6
<PAGE>
* 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 5,000 shares of class A common stock.
7
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Wet Seal, Inc. (the "Company") hereby incorporates herein by
reference the following documents:
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.
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered herein have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated herein by reference and to be a part hereof from the respective
date of filing of each such document.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Alan Siegel, a director of the Company, is a member of the firm of
Akin, Gump, Strauss, Hauer & Feld, L.L.P. and holds options to purchase 5,000
shares of Class A Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware
(the "Delaware Law") permits indemnification of directors, officers, employees
and agents of corporations under certain limitations.
The Certificate of Incorporation and the Bylaws of the Company provide
for indemnification of directors and officers of the Company to the fullest
extent permitted by Section 145.
STATUTORY PROVISIONS
Section 102(b)(7) of the Delaware Law enables a corporation in its
certificate of incorporation to eliminate or limit the personal liability of
members of its board of directors to the corporation or its stockholders for
monetary damages for violations of a director's fiduciary duty of care. Such a
provision would have no effect on the availability of equitable remedies, such
as an injunction or rescission, for breach of fiduciary duty. In addition, no
such provision may eliminate or limit the liability of a director for breaching
his duty of loyalty, failing to act in good faith, engaging in intentional
misconduct or knowingly violating a law, paying an unlawful dividend or
approving an illegal stock repurchase, or obtaining an improper personal
benefit.
Section 145 of the Delaware Law empowers a corporation to indemnify any
person who was or is a party to or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he is or
was a director, officer, employee or agent of the corporation, against expenses
(including attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. No indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable to
the corporation unless and only to the extent that the court in which such
action or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
8
<PAGE>
the court shall deem proper. Additionally, a corporation is required to
indemnify its directors and officers against expenses to the extent that such
directors or officers have been successful on the merits or otherwise in any
action, suit or proceeding or in defense of any claim, issue or matter therein.
An indemnification can be made by the corporation only upon a
determination that indemnification is proper in the circumstances because the
party seeking indemnification has met the applicable standard of conduct as set
forth in the Delaware Law. The indemnification provided by the Delaware Law
shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any bylaw, agreement, vote of stockholders
or disinterested directors, or otherwise. A corporation also has the power to
purchase and maintain insurance on behalf of any person, whether or not the
corporation would have the power to indemnify him against such liability. The
indemnification provided by the Delaware Law shall, unless otherwise provided
when authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
THE COMPANY'S CHARTER AND BYLAW PROVISIONS
The Company's Certificate of Incorporation limits the
director's liability for monetary damages to the Company and its stockholders
for breaches of fiduciary duty except under the circumstances outlined in
Section 102(b)(7) of the Delaware Law as described above under "Statutory
Provisions."
The Company's Bylaws extend indemnification rights to the
fullest extent authorized by the Delaware Law to directors and officers involved
in any action, suit or proceeding where the basis of such involvement is such
person's alleged action in an official capacity or in any other capacity while
serving as a director or officer in the Company. In addition, the Bylaws permit
the Company to maintain insurance to protect itself and any of its directors,
officers, employees or agents against any expense, liability or loss incurred as
a result of any action, suit or proceeding whether or not the Company would have
the power to indemnify such person under the Delaware Law.
INDEMNIFICATION AGREEMENTS
The Company has entered into Indemnification Agreements with
each of its directors and with its Chief Financial Officer, Ann Cadier Kim,
pursuant to which the Company has agreed to advance expenses for the defense of
and to indemnify such persons to the fullest extent permitted by applicable law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit Exhibit
Number
3.1 Certificate of Incorporation of the Company
(incorporated by reference from the Company's
Registration Statement on Form S-1, filed with the
Commission on July 3, 1990 (Registration No. 33-34895
(the "1990 Registration Statement")).
3.2 By-Laws of the Company, as amended (incorporated by
reference from the 1990 Registration Statement).
4.1* 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.
24.1* Power of Attorney (included on the signature page of
this Form S-8)
- --------------------
*Previously filed
**Filed herewith
9
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ITEM 9. UNDERTAKINGS
(a) The undersigned hereby undertakes:
(1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
registration statement.
(2) that, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof; and
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act, each filing of the registrant's Annual Report
pursuant to Section 13(a) or Section 15(d) of the Exchange
Act (and, where applicable, each filing of an employee
benefit plan's Annual Report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial BONA FIDE offering
thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has
been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the
securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and 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 April 30,
1999.
THE WET SEAL, INC.
(Registrant)
By: /S/ Kathy Bronstein
________________
Kathy Bronstein
Vice Chairman and Chief Executive Officer
By: /S/ Edmond S. Thomas
________________
Edmond S. Thomas
President and Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
Chairman of the Board and Director April 30, 1999
- ---------------------------------------
Irving Teitelbaum
/s/ Kathy Bronstein Vice Chairman and Chief Executive April 30, 1999
- --------------------------------------- Officer and Director (Principal
Kathy Bronstein Executive Officer)
/s/ Edmond S. Thomas President and Chief Operating April 30, 1999
- --------------------------------------- Officer and Director
Edmond S. Thomas
* Vice President of Finance and Chief April 30, 1999
- --------------------------------------- Financial Officer (Principal
Ann Cadier Kim Financial and Accounting Officer)
Secretary and Director April 30, 1999
- ---------------------------------------
Stephen Gross
* Director April 30, 1999
- ---------------------------------------
Wilfred Posluns
Director April 30, 1999
- ---------------------------------------
Gerald Randolph
* Director April 30, 1999
- ---------------------------------------
Alan Siegel
* Director April 30, 1999
- ---------------------------------------
George H. Benter, Jr.
* Director April 30, 1999
- ---------------------------------------
Walter F. Loeb
* By /s/ Kathy Bronstein
________________________________
Kathy Bronstein
Attorney-in-fact
</TABLE>
11
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit
------ -------
3.1 Certificate of Incorporation of the Company
(incorporated by reference from the Company's
Registration Statement on Form S-1, Filed with the
Commission on July 3, 1990 (Registration No. 33-34895
(the "1990 Registration Statement")).
3.2 By-Laws of the Company, as amended (incorporated by
reference from the 1990 Registration Statement).
4.1* 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.
24.1* Power of Attorney (included on the signature page of
this Form S-8)
- ------------------------
*Previously filed.
**Filed herewith
INDEPENDENT AUDITOR'S CONSENT Exhibit 23.1
We consent to the incorporation by reference in this Post-Effective Amendment
No. 2 to Registration Statement No. 333-31813 of The Wet Seal, Inc. on Form S-8
of our report dated March 12 1999, appearing in the Annual Report on Form 10-K
of The Wet Seal, Inc. for the year ended January 30, 1999, and to the reference
to us under the heading "Experts" in the Prospectus, which is part of such
Registration Statement.
/S/ Deloitte & Touche LLP
- -------------------------
DELOITTE & TOUCHE LLP
Costa Mesa, California
April 26, 1999
