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 21, 2006
THE WET SEAL, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 0-18632 | 33-0415940 | ||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
26972 Burbank Foothill Ranch, California | 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:
¨ 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 1.01. Entry into a Material Definitive Agreement.
On December 21, 2006, The Wet Seal, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Credit Suisse Securities (USA) LLC and certain selling stockholders named therein (the “Selling Stockholders”). Pursuant to the terms of the Underwriting Agreement, the Selling Stockholders agreed to sell 16,000,000 shares of the Company’s Class A common stock, $0.10 par value per share, at a per share price to the public of $6.00. The Company will not receive any proceeds from this sale by the Selling Stockholders, other than proceeds received as a result of the exercise by the Selling Stockholders of previously issued warrants.
A copy of the form of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K.
Item 8.01. Other Events.
On December 22, 2006, the Company issued a press release announcing the pricing of the secondary offering of Class A common stock by the Selling Stockholders. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Shell Company Transactions.
Not applicable.
| (d) | Exhibits. |
| 1.1 | Underwriting Agreement, dated December 21, 2006, by and among the Company, Credit Suisse Securities (USA) LLC, and the Selling Stockholders. |
| 99.1 | Press release, dated December 22, 2006, issued by the Company. |
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.
THE WET SEAL, INC. (Registrant) | ||||
Date: December 22, 2006 | By: | /s/ Steven H. Benrubi | ||
| Name: Steven H. Benrubi | ||||
| Title: Vice President and Corporate Controller | ||||
EXHIBIT INDEX
| Exhibit | ||
| 1.1 | Underwriting Agreement, dated December 21, 2006 by and among the Company, Credit Suisse Securities (USA) LLC, and the Selling Stockholders. | |
| 99.1 | Press release, dated December 22, 2006, issued by the Company. | |