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): December 31, 2015

SEAL 123, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-35634	33-0415940
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

26972 Burbank

Foothill Ranch, CA 92610

(Address of principal executive offices; zip code)

Registrant’s telephone number, including area code:

(949)699-3900

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 (see General Instruction A.2. below):

¨ 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 14d-2(b))

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

Item 1.03. Bankruptcy or Receivership.

As previously disclosed in a Current Report on Form 8-K filed by Seal123, Inc. (formerly known as The Wet Seal, Inc.) (the “Company”) on January 16, 2015 and in subsequent Current Reports on Form 8-K filed by the Company thereafter, on January 15, 2015, the Company and its three subsidiaries (collectively with the Company, the “Debtors”) filed voluntary petitions in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) seeking relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”). The Chapter 11 cases are being administered under the caption “In re Seal123, Inc., et al.”, Case Nos. 15-10081-10084 (the “Chapter 11 Cases”).

Also as previously disclosed, on October 30, 2015, the Bankruptcy Court entered an order confirming the First Amended Joint Plan of Liquidation of Seal123, Inc. and Subsidiary Debtors and Their Official Committee of Unsecured Creditors, which was originally filed with the Bankruptcy Court on August 10, 2015 and subsequently amended on September 8, 2015 (as so amended, the “Plan”).

The Plan became effective on December 31, 2015 (the “Effective Date”). A copy of the Notice of Effective Date of First Amended Joint Plan of Liquidation of Seal123, Inc. and Subsidiary Debtors and Their Official Committee of Unsecured Creditors is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

On the Effective Date, as a result of the effectiveness of the Plan, all of the Company’s existing equity securities, including its existing common stock, were cancelled and the Company filed a Certificate of Dissolution with the Secretary of State of the State of Delaware to formally extinguish the Company’s corporate existence with the State of Delaware except for the limited purpose of completing the wind-down contemplated by the Plan. The Company further has undertaken to file a Certification and Notice of Termination of Registration on Form 15 with the Securities and Exchange Commission (the “SEC”) to terminate the registration of its securities under Section 12(g) of Securities Exchange Act of 1934, as amended (the “1934 Act”). As a result, the Company will immediately cease filing any further periodic reports under the 1934 Act.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K and Exhibit 99.1 hereto may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those involving future events and future results that are based on current expectations, estimates, forecasts, and projections as well as the current beliefs and assumptions of the Company’s management. Forward-looking statements may be identified by words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “may,” “predict,” “will,” “would,” “could,” “should,” “target” and similar expressions. All statements contained in this Current Report that are not statements of historical fact and other estimates, projections, future trends and the outcome of events that have not yet occurred referenced in this Form 8-K should be considered forward-looking statements. All forward-looking statements made by the Company are predictions and not guarantees of future performance, involve material risks and uncertainties and are subject to change based on factors that are difficult to predict and that may be beyond the Company’s control. 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. The Company does not expect to be able to distribute any proceeds to the Company’s stockholders and therefore believes that the shares of its common stock are worthless.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The Exhibit Index appearing after the signature page to this Current Report on Form 8-K is incorporated herein by reference.

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.

		SEAL123, INC. (Registrant)
Date: December 31, 2015	By:	/s/ Bill Langsdorf
	Name:	Bill Langsdorf
	Title:	President and Chief Executive Officer

EXHIBIT INDEX

EXHIBIT NUMBER	DESCRIPTION
99.1	Notice of Effective Date of First Amended Joint Plan of Liquidation of Seal123, Inc. and Subsidiary Debtors and Their Official Committee of Unsecured Creditors.

EX-99.1

Exhibit 99.1

IN THE UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

	)
In re:	)	Chapter 11
	)
SEAL123, INC., et al.,1	) )	Case No. 15-10081 (CSS)
Debtors.	)	Jointly Administered
	) )

NOTICE OF EFFECTIVE DATE OF FIRST AMENDED JOINT PLAN

OF LIQUIDATION OF SEAL123, INC. AND SUBSIDIARY DEBTORS

AND THEIR OFFICIAL COMMITTEE OF UNSECURED CREDITORS

PLEASE TAKE NOTICE OF THE FOLLOWING:

1. Confirmation Order. On October 30, 2015, the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) entered an order [Docket No. 1111] (the “Confirmation Order”) confirming the First Amended Joint Plan of Liquidation of Seal123, Inc. and Subsidiary Debtors and Their Official Committee of Unsecured Creditors [D.I. 969] (including all exhibits thereto, and as amended, supplemented or modified from time to time pursuant to the terms thereof, the “Plan”)² in the chapter 11 cases of the above-captioned debtors and debtors in possession (collectively, the “Debtors”).

2. Effective Date. The Effective Date of the Plan is December 31, 2015.

3. Fee Claims. As provided in Section 11.2 of the Plan, all final requests for payment of Professional Fee Claims, pursuant to sections 327, 328, 330, 331, 503(b), or 1103 of the Bankruptcy Code, for services rendered during the period from the Petition Date through the Effective Date, must be made by application Filed with the Bankruptcy Court and served on counsel to the Liquidation Trustee, counsel to Buyer, counsel to the Debtors, and counsel to the U.S. Trustee no later than thirty (30) days after the Effective Date, unless otherwise ordered by the Bankruptcy Court. Objections to such applications must be Filed and served on counsel to the Liquidation Trustee, counsel to Buyer, counsel to the Debtors, counsel to the Creditors’ Committee, counsel to the U.S. Trustee and the requesting Professional on or before the date that is twenty-one (21) days after the date on which the applicable application was served (or such longer period as may be allowed by Order of the Bankruptcy Court or by agreement with the requesting Professional).

4. Administrative Claim Bar Date. As provided in Section 11.1 of the Plan, all requests for payment of a Non-Ordinary Course Administrative Claim must be Filed with the Bankruptcy Court and served on counsel to the Liquidation Trustee, counsel to Buyer, counsel to the Debtors, and counsel to the U.S. Trustee no later than forty-five (45) days after the Effective Date, or the first Business Day following such day if the forty-fifth (45th) day after the Effective Date is not a Business Day.

5. Rejection Claims. Under Section 6.1 of the Plan, as of the Effective Date, all executory contracts and unexpired leases of the Debtors that have not been assumed and assigned, or rejected, prior to the Confirmation Date shall be deemed rejected, pursuant to the Confirmation Order, as of the Confirmation Date. Any Creditor asserting a Rejection Claim shall File a proof of claim within thirty (30) days of the Effective Date. Any Rejection Claims that are not timely Filed pursuant to Section 6.1 of the Plan shall be forever disallowed and barred.

¹  The Debtors and the last four digits of their respective federal taxpayer identification numbers are as follows: Seal123, Inc. (f/k/a The Wet Seal, Inc.) (5940); Seal123 Retail, Inc. (f/k/a The Wet Seal Retail, Inc.) (6265), Seal123 Catalog, Inc. (f/k/a Wet Seal Catalog, Inc.) (7604), and Seal123 GC, LLC (f/k/a Wet Seal GC, LLC (2855-VA). The Debtors’ address is 26972 Burbank, Foothill Ranch, CA 92610.

²  Unless otherwise defined in this notice, capitalized terms used in this notice shall have the meanings ascribed to them in the Plan.

6. Inquiries by Interested Parties. Copies of the Confirmation Order may be examined free of charge at https://www.donlinrecano.com/Clients/wsi/Dockets. The Confirmation Order is also on file with the Bankruptcy Court and may be viewed by accessing the Bankruptcy Court’s website at www.deb.uscourts.gov. To access documents on the Bankruptcy Court’s website, you will need a PACER password and login, which can be obtained at www.pacer.psc.uscourts.gov.

Dated:     December 31, 2015

               Wilmington, Delaware

/s/ Michael R. Nestor

/s/ Jeffrey N. Pomerantz

Michael R. Nestor (Bar No. 3526) Maris J. Kandestin (Bar No. 5294) Travis G. Buchanan (Bar No. 5595) YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, Delaware 19801 Tel:         (302) 571-6600 Fax:        (302) 571-1253 Email:     mnestor@ycst.com                 mkandestin@ycst.com                 tbuchanan@ycst.com and Lee R. Bogdanoff, Esq. Michael L. Tuchin, Esq. David M. Guess, Esq. Jonathan M. Weiss, Esq. KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 Avenue of the Stars, 39th Floor Los Angeles, CA 90067 Tel:         (310) 407-4022 Fax:        (310) 407-9090 Email:     lbogdanoff@ktbslaw.com                 mtuchin@ktbslaw.com                 dguess@ktbslaw.com                 jweiss@ktbslaw.com Counsel for the Debtors and Debtors in Possession

Jeffrey N. Pomerantz, Esq. PACHULSKI, STANG, ZIEHL & JONES, LLP 10100 Santa Monica Blvd., 13th Floor Los Angeles, CA 90067-4003 Tel: (310) 277-6910 Fax: (310) 201-0760 E-mail: jpomerantz@pszjlaw.com Robert J. Feinstein, Esq. PACHULSKI, STANG, ZIEHL & JONES, LLP 780 Third Ave., 34th Floor New York, NY 10017-2024 Tel: (212) 561-7700 Fax: (212) 561-7777 E-mail: rfeinstein@pszjlaw.com Bradford J. Sandler, Esq. (DE Bar No. 4142) PACHULSKI, STANG, ZIEHL & JONES, LLP 919 North Market St., 17th Floor Wilmington, DE 19801 Tel: (302) 652-4100 Fax: (302) 652-4400 E-mail: bsandler@pszjlaw.com Counsel to the Creditors’ Committee

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