0000910680-13-000086.txt : 20130613 0000910680-13-000086.hdr.sgml : 20130613 20130613120056 ACCESSION NUMBER: 0000910680-13-000086 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130613 DATE AS OF CHANGE: 20130613 GROUP MEMBERS: COSA-NOVA FASHIONS LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WET SEAL INC CENTRAL INDEX KEY: 0000863456 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-WOMEN'S CLOTHING STORES [5621] IRS NUMBER: 330415940 STATE OF INCORPORATION: DE FISCAL YEAR END: 0128 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41525 FILM NUMBER: 13910591 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Cosa - Nova Fashions Ltd CENTRAL INDEX KEY: 0001510457 IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 50 DUFFLAW ROAD CITY: TORONTO STATE: A6 ZIP: M6A 2W1 BUSINESS PHONE: (416) 789-1071 MAIL ADDRESS: STREET 1: 50 DUFFLAW ROAD CITY: TORONTO STATE: A6 ZIP: M6A 2W1 SC 13G/A 1 sc13ga-04172013.htm SCHEDULE 13G (AMENDMENT NO. 2) sc13ga-04172013.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*
 
 
 The Wet Seal, Inc.
(Name of Issuer)
 
Common Stock, Class A, $0.10 par value per share
(Title of Class of Securities)
 
 961840105
(CUSIP Number)
 
April 17, 2013
(Date of Event Which Requires Filing of this Statement)
 

 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
  o    Rule 13d-1(b)
       
  x    Rule 13d-1(c)
       
  o    Rule 13d-1(d)
   
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).











Page 1 of 8 pages

 
 
 

 
CUSIP No. 961840105
 
 



1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Cosa – Nova Fashions Limited
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Ontario, Canada
 
NUMBER OF
5
SOLE VOTING POWER
 
321,701  (1)
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
0
EACH
REPORTING
PERSON WITH
7
SOLE DISPOSITIVE POWER
 
321,701  (1)
 
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
321,701 (1)
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.36% (2)
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
CO

 
(1)
All shares of common stock, Class A of The Wet Seal, Inc. held by Cosa – Nova Fashions Limited (“Cosa – Nova Fashions”) may be deemed to be beneficially owned by Miguel S. Goldgrub, also known as Michael Gold, as the beneficial owner of 100% of the common stock of Cosa – Nova Fashions.
(2)
Based on 88,976,080 shares of common stock, Class A of The Wet Seal, Inc. outstanding as of May 24, 2013 (as reported on the cover page of The Wet Seal, Inc. Quarterly Report on Form 10-Q for the Quarter Ended May 4, 2013 filed with the Securities and Exchange Commission on May 29, 2013).







Page 2 of 8 pages
 

 
 
 
 
CUSIP No. 961840105
    

 


1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Miguel S. Goldgrub, also known as Michael Gold
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Canada
 
NUMBER OF
5
SOLE VOTING POWER
 
321,701 (1)
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
0
EACH
REPORTING
PERSON WITH
7
SOLE DISPOSITIVE POWER
 
321,701 (1)
 
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
321,701 (1)
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.36% (2)
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 
 
(1)
All shares of common stock, Class A of The Wet Seal, Inc. held by Cosa – Nova Fashions may be deemed to be beneficially owned by Miguel S. Goldgrub, also known as Michael Gold, as the beneficial owner of 100% of the common stock of Cosa – Nova Fashions.
(2)
Based on 88,976,080 shares of common stock, Class A of The Wet Seal, Inc. outstanding as of May 24, 2013 (as reported on the cover page of The Wet Seal, Inc. Quarterly Report on Form 10-Q for the Quarter Ended May 4, 2013 filed with the Securities and Exchange Commission on May 29, 2013).
 
 
 
 
Page 3 of 8 pages

 
 
 
 
CUSIP No. 961840105
    

 

Item 1.
      
       
 
(a)
Name of Issuer
       
   
The Wet Seal, Inc.
       
 
(b)
Address of Issuer’s Principal Executive Offices
       
   
26972 Burbank Foothill Ranch, California  92610
       
Item 2.
      
       
 
(a)
Name of Person Filing
  
       
   
Cosa – Nova Fashions Limited
  
       
   
Miguel S. Goldgrub, also known as Michael Gold
  
       
 
(b)
Address of Principal Business Office, or, if none, Residence
       
    Cosa – Nova Fashions
Cosa – Nova Fashions Limited
  
     
50 Dufflaw Road
  
     
Toronto, Ontario
  
     
Canada M6A 2W1
  
         
    Mr. Goldgrub c/o Cosa – Nova Fashions Limited  
     
50 Dufflaw Road
  
     
Toronto, Ontario
  
     
Canada M6A 2W1
  
         
       
 
(c)
Citizenship
  
       
    Cosa – Nova Fashions
Ontario, Canada
  
         
    Mr. Goldgrub Canada  
       
 
(d)
Title of Class of Securities
  
       
   
Common Stock, Class A, $0.10 par value per share
       
 
(e)
CUSIP Number
  
       
   
961840105
  
 
 
 
Page 4 of 8 pages
 
 
 
 
 
CUSIP No. 961840105
    

 
 
Item 3.  If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 
(a)-(k):
not applicable
  
       

Item 4.  Ownership.

 
  (a)
Amount beneficially owned:
     
   
See the responses to Item 9 on the attached cover pages.
     
  (b)
Percent of class:
     
   
See the responses to Item 11 on the attached cover pages.
     
 
(c)
Number of shares as to which the person has:
           
   
(i)
Sole power to vote or to direct the vote:
 
           
       
See the responses to Item 5 on the attached cover pages.
  
           
   
(ii)
Shared power to vote or to direct the vote:
 
           
       
See the responses to Item 6 on the attached cover pages.
  
           
   
(iii)
Sole power to dispose or to direct the disposition of:
 
           
       
See the responses to Item 7 on the attached cover pages.
  
           
   
(iv)
 Shared power to dispose or to direct the disposition of: 
           
       
See the responses to Item 8 on the attached cover pages.
  
           

Item 5.  Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.


Item 6.  Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.
 
Page 5 of 8 pages

 
 
 
 
CUSIP No. 961840105
    


Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable.

Item 8.  Identification and Classification of Member of the Group.

Not applicable.

Item 9.  Notice of Dissolution of Group.

Not applicable.

Item 10.  Certification.

 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.








Page 6 of 8 pages

 
 
 
 
CUSIP No. 961840105
    


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 
 
 Date:  June 13, 2013    COSA – NOVA FASHIONS LIMITED  
 
         
         
     By:  /s/ Morley H. Beallor  
     
Morley H. Beallor, Attorney-in-Fact, pursuant to Power of Attorney dated January 13, 2011
  
         
         

 
 
 Date:  June 13, 2013    MIGUEL S. GOLDGRUB  
 
         
         
     By:  /s/ Morley H. Beallor  
     
Morley H. Beallor, Attorney-in-Fact, pursuant to Power of Attorney dated May 10, 2012
  
         
         









Page 7 of 8 pages
                                                                                                       
 
 
 
 
CUSIP No. 961840105
    


EXHIBIT INDEX
 
 
Exhibit Number
Exhibit
   
Exhibit 99.1
Joint Filing Agreement, dated as of October 25, 2012, by and between Cosa – Nova Fashions Limited and Miguel S. Goldgrub, also known as Michael Gold (incorporated by reference to Exhibit 99.1 to Schedule 13G filed by the Reporting Persons with respect to The Wet Seal, Inc. on October 25, 2012)
   
Exhibit 99.2
Power of Attorney granted by Cosa – Nova Fashions Limited in favor of Morley H. Beallor, Susan S. Ancarrow and Seth A. Winter, dated January 13, 2011 (incorporated by reference to Exhibit 99.2 to Schedule 13G filed by the Reporting Persons with respect to The Wet Seal, Inc. on October 25, 2012)
   
Exhibit 99.3
Power of Attorney granted by Miguel S. Goldgrub, also known as Michael Gold, in favor of Morley H. Beallor, dated May 10, 2012 (incorporated by reference to Exhibit 99.3 to Schedule 13G filed by the Reporting Persons with respect to The Wet Seal, Inc. on October 25, 2012)
   
   
   
 






Page 8 of 8 pages