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): February 15, 2008 (February
11, 2008)
THE WET SEAL, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-18632 33-0415940
State or Other (Commission File (IRS Employer
Jurisdiction of Incorporation) Number) Identification No.)
26972 Burbank
Foothill Ranch, California 92610
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (949) 699-3900
N/A
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(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 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 11 and 12, 2008, The Wet Seal, Inc. (the "Company") entered
into Amended and Restated Employment Agreements with Mr. Gary White and Mr.
Steven Benrubi, respectively (collectively, the "Amended Employment
Agreements"). Messrs. White and Benrubi serve as the Company's Chief Operating
Officer and Chief Financial Officer, respectively.
The primary purpose of the Amended Employment Agreements is to ensure that
certain payments to be made (and certain severance payment that could be made if
the Amended Employment Agreements were to be terminated under certain
circumstances) under the original employment agreements with Messrs. White and
Benrubi will be exempt from or comply with the requirements of Section 409A of
the Internal Revenue Code of 1986, as amended.
The Amended Employment Agreements also grant the Compensation Committee of
the Company's Board of Directors discretion to modify the bonus program
applicable to Messrs. White and Benrubi. Under the terms of the original
employment agreements, Messrs. White and Benrubi were eligible to receive
seasonal basis based on the Spring and Fall performance results of the Company.
Under the terms of the Amended Employment Agreements, the Compensation Committee
may replace these seasonal bonuses with a single annual bonus based on the
achievement of pre-determined annual performance goals.
Additionally, Mr. White's Amended Employment Agreement was updated to
reflect his current base compensation of $465,000. The foregoing is a summary of
the amendments set forth in the Amended Employment Agreements and is qualified
in its entirety by each of the Amended Employment Agreements filed herewith as
Exhibit 10.1 and Exhibit 10.2.
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.
10.1 Amended and Restated Employment Agreement, dated February 11, 2008, by
and between the Company and Gary White.
10.2 Amended and Restated Employment Agreement, dated February 12, 2008, by
and between the Company and Steven H. Benrubi.
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: February 15, 2008 By: /s/ Steven Benrubi
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Name: Steven Benrubi
Title: Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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10.1 Amended and Restated Employment Agreement, dated
February 11, 2008, by and between the Company and Gary White.
10.2 Amended and Restated Employment Agreement, dated
February 12, 2008, by and between the Company and
Steven H. Benrubi.