DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549-1004

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): September 20, 2012 (September 18, 2012)

THE WET SEAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-18632	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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x 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 240.14d-2(b))

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

Item 3.03. Material Modification to the Rights of Security Holders.

The Wet Seal, Inc. (the “Company”) has entered into the First Amendment (the “Rights Agreement Amendment”) to the Company’s existing Rights Agreement, dated as of August 21, 2012 (the “Rights Agreement”), by and between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent. The Rights Agreement Amendment accelerates the final expiration date of the Company’s preferred stock purchase rights (the “Rights”) from the close of business on June 30, 2013 to the close of business on September 19, 2012. Accordingly, the Rights Agreement expired on the close of business on September 19, 2012 and the Rights, which were previously distributed as of the close of business on September 4, 2012 to the holders of record of the Company’s Class A Common Stock, par value $0.10 per share, expired as of the close of business on September 19, 2012 and thereafter no person has any rights pursuant to the Rights Agreement or the Rights.

The foregoing summary of certain terms of the Rights Agreement Amendment does not purport to be complete and is subject to and is qualified in its entirety by reference to the Rights Agreement Amendment, a copy of which is attached as Exhibit 4.1 and incorporated by reference herein.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Election of Directors

On September 18, 2012, the Company appointed Ms. Kathy Bronstein and Mr. John Goodman (the “New Directors”) to fill newly created directorships, effective immediately. In connection with these appointments, the Company increased the authorized number of directors from six to eight members and after giving effect to such appointments, the board consists of seven directors and one vacancy.

As members of the board, Ms. Bronstein and Mr. Goodman will each receive an annual stipend of $65,000, which will be pro-rated for the balance of fiscal year 2012 (reflecting a pro-rated stipend of approximately $24,000). In addition, each of Ms. Bronstein and Mr. Goodman will receive a restricted stock grant having a cash value of $125,000, which shall be pro-rated for the balance of fiscal year 2012 (reflecting a pro-rated cash value of approximately $46,000). Based on the closing price of $3.10 of our Common Stock on September 18, 2012, each New Director will receive approximately 14,914 shares of our restricted stock. These shares are scheduled to vest on February 1, 2013 and are otherwise on the same terms as the grants made in February 2012 to the Company’s other directors.

Ms. Kathy Bronstein, age 61, has owned and operated KB Bronstein Consulting, based in Newport Coast, California since 2003 and has advised numerous large public and private retail businesses, including Charlotte Russe, a NASDAQ listed mall-based specialty retailer offering fashion-forward merchandise with a core emphasis on lifestyle trends of young women in their teens and twenties, Guess?, Inc., a NASDAQ listed junior and young contemporary specialty retailer and manufacturer, Brighton and Brighton Collectibles, a women’s accessory retailer and manufacturer, Seven For All Mankind Jeans, a premium denim and contemporary retailer and manufacturer, and Styles For Less, a junior specialty retailer and other wholesale junior brands. In addition, from 1985 to 1992, Ms. Bronstein served as an Executive Vice President of The Wet Seal, Inc. From 1992 to 2003, Ms. Bronstein served as the Chief Executive Officer and Vice Chairman of The Wet Seal, Inc., serving as a director of the Company from 1989 to 2003.

Mr. John D. Goodman, age 48, has more than 20 years of experience in the retail industry. From November 2009 until January 2012, Mr. Goodman served as Executive Vice President, Apparel and Home at Sears Holding Corporation. From November 2008 to October 2009, Mr. Goodman served as the Chief Executive Officer and a member of the board of directors of Charlotte Russe Holding, Inc., a NASDAQ listed mall-based specialty retailer offering fashion-forward merchandise with a core emphasis on the lifestyle trends of young women in their teens and twenties. From April 2008 to October 2008, Mr. Goodman served as President and Chief Executive Officer of Mervyn’s LLC department stores, a mall-based retailer offering family-focused fashions and home décor, which filed for Chapter 11 bankruptcy protection in July 2008. From 2005 to 2008, Mr. Goodman served as President and General Manager of the Dockers brand at Levi Strauss & Co. From 2003 to 2005, Mr. Goodman was the Senior Vice President and Chief Apparel Officer for Kmart Holding Corporation. Earlier in his career Mr. Goodman held various executive positions over 10 years at Gap, Inc. Mr. Goodman began his career in the Executive Training Program at Bloomingdale’s and earned a bachelor’s degree from the University of Maryland in 1986.

Director Compensation

On September 18, 2012, the Board reduced the annual total compensation payable to its non-employee directors by $25,000, effective commencing in fiscal year 2013. In addition, the additional cash retainer payable to the Chairman of the Board was reduced from $75,000 to $20,000, also effective commencing in fiscal year 2013.

The Board also approved revised compensation arrangements with Mr. Hal Kahn, Chairman of the Board and a member of the Office of the Chairman. Mr. Kahn will be paid $275,000 in cash for his services as a member of the Office of the Chairman for the three-month period commencing July 23, 2012, pro-rated for any partial period. In the event that Mr. Kahn’s service as a member of the Office of the Chairman continues after the foregoing three-month period, he shall receive additional compensation in the form of a special stock grant of 23,529 shares (representing an implied $4.25 per share price and a total value of $100,000), vesting on a pro rata basis during such period. The prior grant of 162,337 shares of restricted stock to Mr. Kahn on August 20, 2012 was rescinded and cancelled.

The Board also approved the rescission and cancelation of the restricted stock grants (each valued at $90,000) granted to each member of the Strategic Oversight Committee on August 20, 2012.

Item 8.01. Other Events.

On September 20, 2012, the Company issued a press release, a copy of which is filed as Exhibit 99.1 hereto.

An investor presentation, dated September 20, 2012, is filed as Exhibit 99.2 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
4.1	First Amendment to the Rights Agreement, dated as of September 19, 2012, by and between The Wet Seal, Inc. and American Stock Transfer & Trust Company, LLC, as Rights Agent.
99.1	Press Release of The Wet Seal, Inc., dated September 20, 2012.
99.2	The Wet Seal, Inc. Investor Presentation, dated as of September 20, 2012 (incorporated by reference to The Wet Seal, Inc.’s Schedule 14A filed on September 20, 2012).

SIGNATURE

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.

	The Wet Seal, Inc.
Dated: September 20, 2012	By:	/s/ Steven H. Benrubi
	Name:	Steven H. Benrubi
	Title:	Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
4.1	First Amendment to the Rights Agreement, dated as of September 19, 2012, by and between The Wet Seal, Inc. and American Stock Transfer & Trust Company, LLC, as Rights Agent.
99.1	Press Release of The Wet Seal, Inc., dated September 20, 2012.
99.2	The Wet Seal, Inc. Investor Presentation, dated as of September 20, 2012 (incorporated by reference to The Wet Seal, Inc.’s Schedule 14A filed on September 20, 2012).

EX-4.1

Exhibit 4.1

FIRST AMENDMENT TO RIGHTS AGREEMENT

This First Amendment (this “Amendment”), dated as of September 18, 2012, to the Rights Agreement, dated as of August 21, 2012 (the “Rights Agreement”), is between The Wet Seal, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company LLC, a New York limited liability trust company (the “Rights Agent”).

WHEREAS, the Company and the Rights Agent have heretofore executed and entered into the Rights Agreement;

WHEREAS, pursuant to Section 26 of the Rights Agreement, the Company may from time to time supplement or amend the Rights Agreement in accordance with the provisions of Section 26 thereof and the Company desires and directs the Rights Agent to so amend the Rights Agreement; and

WHEREAS, all acts and things necessary to make this Amendment a valid agreement according to its terms have been done and performed, and the execution and delivery of this Amendment by the Company and the Rights Agent have been in all respects authorized by the Company and the Rights Agent.

NOW, THEREFORE, in consideration of the foregoing premises and mutual agreements set forth in the Rights Agreement and this Amendment, the parties hereto agree as follows:

1. Definitions. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Rights Agreement.

2. Amendment to Rights Agreement. Section 7.1 of the Rights Agreement is hereby amended and restated in its entirety to read as follows.

“7.1 Exercise of Rights. Subject to Section 11.1.2 and except as otherwise provided herein, the registered holder of any Right Certificate may exercise the Rights evidenced thereby in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof properly completed and duly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price for the total number of one ten-thousandths of a share of Series D Preferred (or other securities, cash or other assets) as to which the Rights are exercised, at or prior to the time (the “Expiration Date”) that is the earliest of (i) the close of business on September 19, 2012 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 23 (the “Redemption Date”), (iii) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 13.3 at which time the Rights are deemed terminated, or (iv) the time at which the Rights are exchanged as provided in Section 27.”

The Exhibits to the Rights Agreement are hereby restated to reflect this Amendment, including all necessary conforming changes.

3. Miscellaneous.

a. The term “Agreement” as used in the Rights Agreement shall be deemed to refer to the Rights Agreement as amended hereby.

b. This Amendment shall be effective as of the date first written above, and, except as set forth herein, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby.

c. This Amendment to the Rights Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

d. This Amendment to the Rights Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed an original, and all such counterparts shall together constitute but one and the same instrument.

[Signature page follows.]

2

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the Rights Agreement to be duly executed as of the day and year first above written.

THE WET SEAL, INC.
By:	/s/ Steven H. Benrubi
	Name: Steven H. Benrubi
	Title:   Executive Vice President and Chief             Financial Officer

AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent
By:	/s/ Isaac K. Kagan
	Name: Isaac K. Kagan
	Title: Vice President

[Signature Page to Rights Agreement First Amendment]

EX-99.1

Exhibit 99.1

THE WET SEAL, INC. ELECTS TWO NEW

INDEPENDENT DIRECTORS TO BOARD

Kathy Bronstein and John Goodman Bring Significant

Fast Fashion Retail Experience to Wet Seal

Company Will Consider Adding

Two Additional Independent Directors

With Retail Experience to the Board in the Near Term

Board Terminates Shareholder Rights Plan, Reduces Board Compensation and Sets Advanced Timetable for Annual Meeting

FOOTHILL RANCH, CA, September 20, 2012 (BUSINESS WIRE)—The Wet Seal, Inc. (Nasdaq: WTSLA), a leading specialty retailer to young women, today announced that Kathy Bronstein, retail consultant and former CEO of Wet Seal, and John Goodman, most recently Executive Vice President of Apparel and Home at Sears and former CEO of Charlotte Russe, have joined the company’s Board of Directors, effective immediately. Ms. Bronstein and Mr. Goodman bring extensive retail experience including expertise in fast fashion merchandising.

“We are very pleased to welcome Kathy and John to our Board of Directors,” said Hal Kahn, Chairman of the Board, and Sid Horn, Chairman of the Nominating and Corporate Governance Committees. “We’re excited to have new additions to the Board who have demonstrated significant success leading companies that sell to Wet Seal’s specific young teen customer demographic. Kathy and John’s insights will bring great value to the company as we continue to work to revitalize the business and build value for shareholders.”

Kathy Bronstein

Ms. Bronstein spent eighteen years at The Wet Seal, including 11 as CEO, and under her leadership the company increased its number of stores from just over 100 to over 600 and revenues grew from approximately $150 million to over $600 million. Most recently, Ms. Bronstein has advised numerous large public and venture capital-backed businesses, including Guess, Inc., Charlotte Russe Holdings, Seven for All Mankind Jeans and Brighton.

1

“I am excited to be returning to Wet Seal as a Director,” said Ms. Bronstein. “I look forward to helping the Board and our great management team strengthen the brand and restore positive comparable store sales and profitability at the company.”

John Goodman

Mr. Goodman also has direct women’s junior apparel and fast fashion experience as the CEO of Charlotte Russe from 2008 to 2009, when the share price more than doubled during his tenure. His additional experience includes numerous senior leadership positions at various large retail companies, including Sears, Kmart, Levi Strauss and Gap. Most recently, he served as Executive Vice President of Apparel and Home at Sears Holdings Corporation from 2009 to 2012.

Mr. Goodman said, “As a Director, I look forward to using the experience I gained leading Charlotte Russe and during my time at numerous other retail companies to help Wet Seal stabilize its business, return to a fast fashion merchandising approach and build long-term shareholder value.”

Possible Addition of Two Other New Board Members

The Wet Seal also announced today that two additional independent Directors have indicated they are prepared to join the Board in the coming months, both of whom have excellent retail backgrounds. The two new Director candidates have been approved by the company’s Nominating and Corporate Governance Committees and have been reviewed by the full Board. One potential new Director is prepared to join the Board as soon as a non-compete agreement with her most recent employer expires or a waiver can be obtained. The other potential new Director is prepared to join the Board after Clinton Group’s consent solicitation is terminated or otherwise resolved.

Mr. Kahn and Mr. Horn said, “During the last few weeks we actively pursued a dialogue with our shareholders to listen to their concerns and explain our strategy. We heard from our shareholders that they would like to see an expanded Board with additional retail experience to bolster our effective stewardship of the company. We worked diligently to recruit highly qualified candidates, and we believe that with the immediate addition of Kathy and John, growing to seven members, and the possible near-term addition of two more solid candidates, this Board will contribute a strong combination of

2

retail experience and fresh perspectives to the company. Together with our existing Board members, we will have the necessary stability and continuity to carry out the execution of our strategy to return The Wet Seal to our historically successful fast fashion business model.”

Changes to Board Committee Structure and Compensation

With the addition of Ms. Bronstein and Mr. Goodman as new Board members, the company announced several changes to Board structure and compensation.

The company announced that it has disbanded the Board’s Strategic Oversight Committee and rescinded previously announced additional compensation for the Committee’s members. The full Board, including the new members, is empowered to determine and execute upon an effective capital allocation plan and evaluate all strategic initiatives to enhance shareholder value.

The Board also has reviewed the compensation and responsibilities for Chairman Hal Kahn in his increased role during this interim period while it searches for a CEO. The Board and Mr. Kahn have determined that it is appropriate to reduce Mr. Kahn’s overall compensation to reflect an expectation of a reduced level of Mr. Kahn’s direct oversight during the last 90 days of this fiscal year. Further details on these changes are available in the Form 8-K filed today, which can be found on the company’s website.

In addition, each Board member’s annual retainer will be reduced by $25,000 beginning in Fiscal 2013.

Shareholder Rights Plan Terminated

The Wet Seal also announced today that it has terminated its temporary shareholder rights plan, reflecting feedback from shareholders and the Board’s confidence in the company’s stabilizing share price and its ability to return to strong performance under the fast fashion strategy beginning in the fourth quarter.

Timetable for Annual Meeting

The Board has decided to move up the next shareholder meeting, which will now be held no later than April 19, 2013. All Board members are elected annually to one year terms.

3

CEO Search Continues

The Board is working actively with leading recruiter Korn/Ferry to find a new CEO for The Wet Seal. The Board already has been approached by a number of qualified candidates and is confident it can successfully fill the role in the near-term.

Discussions with Clinton Group

In a separate filing today, the company referenced recent discussions held between representatives of Clinton Group and the company to determine whether a reasonable compromise could be reached to avoid a long and protracted consent solicitation.

Following these discussions, the Board proposed to:

• Expand the Board to include two new independent Clinton Group nominees and two new independent Wet Seal nominees, all with significant retail expertise;

• Reorganize the CEO Search Committee to include a Clinton Group nominee, a new Wet Seal nominee and a current Board member;

• Reconstruct the Nominating Committee to include Clinton Group nominees; and

• Disband the Strategic Oversight Committee and transfer the responsibilities to the entire Board, including new members.

“Neither the Board nor Wet Seal investors believe that a prolonged proxy fight is in the best interests of the company or our shareholders,” said Mr. Kahn. “Clinton Group’s unwillingness to date to agree to a fair and reasonable compromise indicates that it is not acting in the best long-term interests of all shareholders.”

Mr. Kahn added, “We believe that our newly expanded board is comprised of the right individuals with strong retail and business experience to work with management to guide the company’s return to its previously successful fast fashion model.”

For more information, please see the company’s investor presentation that will be made available today on our website www.wetsealinc.com.

* * * * *

4

About The Wet Seal, Inc.

Headquartered in Foothill Ranch, California, The Wet Seal, Inc. is a leading specialty retailer of fashionable and contemporary apparel and accessory items. As of August 25, 2012, the Company operated a total of 551 stores in 47 states and Puerto Rico, including 469 Wet Seal stores and 82 Arden B stores. The Company’s products can also be purchased online at www.wetseal.com or www.ardenb.com.

For more company information, visit www.wetsealinc.com.

Safe Harbor

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: This news release contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements that relate to the intent, belief, plans or expectations of the Company or its management. All forward-looking statements made by the Company involve material risks and uncertainties and are subject to change based on factors beyond the Company’s control. Accordingly, the Company’s future performance and financial results may differ materially from those expressed or implied in any such forward-looking statements. Such factors include, but are not limited to, those described in the Company’s filings with the Securities and Exchange Commission. 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.

Other Disclosures

The Company and certain of its Directors and executive officers may be deemed to be participants in a solicitation of consent revocations from stockholders in connection with the consent solicitation by Clinton Group, Inc. The Company has filed a preliminary consent revocation statement with the Securities and Exchange Commission (the “SEC”) in connection with such consent solicitation (the “Consent Revocation Statement”). Information regarding the names of the Company’s Directors and executive officers and their respective interests in the Company by security holdings or otherwise is set forth in the preliminary Consent Revocation Statement filed with the SEC. This document is available free of charge at the SEC’s website at www.sec.gov.

5

If the Company files a definitive Consent Revocation Statement with the SEC, the Company promptly will mail the definitive Consent Revocation Statement and a form of consent revocation to each stockholder entitled to deliver a written consent in connection with the consent solicitation. WE URGE INVESTORS TO READ THE CONSENT REVOCATION STATEMENT (INCLUDING ANY SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY FILES WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders will be able to obtain, free of charge, copies of the definitive Consent Revocation Statement and any other documents filed by the Company with the SEC in connection with the consent solicitation at the SEC’s website at www.sec.gov.

CONTACTS:

The Wet Seal, Inc.:

Steve Benrubi/Ken Seipel

949-699-3947/949-699-4877

Media:

RLM Finsbury

Steven Goldberg/Kate Foley

646-805-2027/646-805-2052

Analysts/Investors:

MacKenzie Partners, Inc.

Dan Burch/Charlie Koons

212-929-5748

#  #  #

6