Amended Statement of Ownership (sc 13g/a)
12 Februar 2013 - 7:53PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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The Wet Seal, Inc.
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(Name of Issuer)
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Common Stock, Class A, $0.10 par value per share
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(Title of Class of Securities)
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961840105
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(CUSIP Number)
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December 31, 2012
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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o
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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o
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Rule 13d-1(d)
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*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
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Cosa – Nova Fashions Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
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NUMBER OF
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5
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SOLE VOTING POWER
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BENEFICIALLY
OWNED BY
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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(1)
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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.
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(2)
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Based on 89,610,534 shares of common stock, Class A of The Wet Seal, Inc. outstanding as of November 19, 2012 (as reported on the cover page of The Wet Seal, Inc. Quarterly Report on Form 10-Q for the Quarter Ended October 27, 2012 filed with the Securities and Exchange Commission on November 21, 2012).
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Page 2 of 8 pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Miguel S. Goldgrub, also known as Michael Gold
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
o
(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
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NUMBER OF
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SOLE VOTING POWER
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BENEFICIALLY
OWNED BY
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6
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SHARED VOTING POWER
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REPORTING
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SOLE DISPOSITIVE POWER
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8
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SHARED DISPOSITIVE POWER
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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(1)
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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.
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(2)
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Shares are held by 2340265 Ontario Inc., of which Mr. Goldgrub is one of two 50% beneficial owners, with shared voting and investment power with respect to all securities held by 2340265 Ontario Inc.
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(3)
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Based on 89,610,534 shares of common stock, Class A of The Wet Seal, Inc. outstanding as of November 19, 2012 (as reported on the cover page of The Wet Seal, Inc. Quarterly Report on Form 10-Q for the Quarter Ended October 27, 2012 filed with the Securities and Exchange Commission on November 21, 2012).
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Item 1.
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(a)
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Name of Issuer
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The Wet Seal, Inc.
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(b)
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Address of Issuer’s Principal Executive Offices
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26972 Burbank Foothill Ranch, California 92610
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Item 2.
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(a)
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Name of Person Filing
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Cosa – Nova Fashions Limited
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Miguel S. Goldgrub, also known as Michael Gold
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(b)
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Address of Principal Business Office, or, if none, Residence
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Cosa – Nova Fashions
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Cosa – Nova Fashions Limited
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50 Dufflaw Road
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Toronto, Ontario
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Canada M6A 2W1
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Mr. Goldgrub
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c/o
Cosa – Nova Fashions Limited
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50 Dufflaw Road
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Toronto, Ontario
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Canada M6A 2W1
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(c)
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Citizenship
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Cosa – Nova Fashions
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Ontario, Canada
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Mr. Goldgrub
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Canada
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(d)
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Title of Class of Securities
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Common Stock, Class A, $0.10 par value per share
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(e)
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CUSIP Number
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961840105
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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:
Item 4. Ownership.
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(a)
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Amount beneficially owned:
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See the responses to Item 9 on the attached cover pages.
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(b)
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Percent of class:
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See the responses to Item 11 on the attached cover pages.
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote:
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See the responses to Item 5 on the attached cover pages.
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(ii)
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Shared power to vote or to direct the vote:
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See the responses to Item 6 on the attached cover pages.
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(iii)
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Sole power to dispose or to direct the disposition of:
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See the responses to Item 7 on the attached cover pages.
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(iv)
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Shared power to dispose or to direct the disposition of:
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See the responses to Item 8 on the attached cover pages.
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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
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Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
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
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.
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Date: February 12, 2013
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COSA – NOVA FASHIONS LIMITED
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By:
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/s/ Morley H. Beallor
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Morley H. Beallor, Attorney-in-Fact, pursuant to Power of Attorney dated January 13, 2011
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Date: February 12, 2013
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MIGUEL S. GOLDGRUB
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By:
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/s/ Morley H. Beallor
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Morley H. Beallor, Attorney-in-Fact, pursuant to Power of Attorney dated May 10, 2012
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Page 7 of 8 pages
EXHIBIT INDEX
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Exhibit Number
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Exhibit
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Exhibit 99.1
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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)
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Exhibit 99.2
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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)
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Exhibit 99.3
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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)
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