<PAGE>
As filed with the Securities and Exchange Commission on November 17, 1995.
Registration No. 33-
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
MICHAELS STORES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-1943604
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
5931 CAMPUS CIRCLE DRIVE
IRVING, TEXAS 75063
P.O. BOX 619566
DFW, TEXAS 75261-9566
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
___________________________
MICHAELS STORES, INC.
1994 NON-STATUTORY STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
R. DON MORRIS
5931 CAMPUS CIRCLE DRIVE
IRVING, TEXAS 75063
(214) 714-7000
(NAME, ADDRESS, INCLUDING ZIP CODE AND TELEPHONE
NUMBER, INCLUDING AREA CODE, OF AGENT OF SERVICE)
___________________________
COPIES TO:
MARK V. BEASLEY, ESQ. CHARLES D. MAGUIRE, JR., ESQ.
Michaels Stores, Inc. Jackson & Walker, L.L.P.
5931 Campus Circle Drive 901 Main Street, Suite 6000
Irving, Texas Dallas, Texas 75202
P.O. Box 619566
DFW, Texas 75261-9566
APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALES
PURSUANT TO THE PLAN:
From time to time after this Registration Statement becomes effective.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
Title of Proposed Maximum Proposed Maximum
Securities to be Amount to be Offering Price Per Aggregate Offering Amount of
Registered Registered Share(1) Price(1) Registration Fee
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.10 par value 50,000 $16.00 $800,000 $276
- --------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rules 457(c) and 457(h), the offering price and registration
fee are computed on the basis of the average of the high and low prices
of the Common Stock, as reported on The Nasdaq National Market, on
November 11, 1995.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed with the
Commission by the Company, or where applicable the Plan, are
incorporated herein by reference and made a part hereof: (i)
Annual Report on Form 10-K for the year ended January 29, 1995;
(ii) Quarterly Report on Form 10-Q for the quarter ended April
30, 1995; (iii) Form 10-Q for the quarter ended July 30, 1995;
(iv) Annual Report on Form 11-K for the year ended January 31,
1995; (v) definitive Proxy Statement, dated May 8, 1995, relating
to the Company's Annual Meeting of Stockholders held on June 6,
1995; and (vi) Registration Statement on Form 8-A (No. 0-11822),
effective as of September 11, 1991 and any amendments filed
thereto.
All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the
date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated herein by
reference and to be a part hereof from the date of filing of such
documents.
Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law empowers
a corporation to indemnify its directors and officers or former
directors or officers and to purchase insurance with respect to
liability arising out of their capacity or status as directors
and officers. Such law provides further that the indemnification
permitted thereunder shall not be deemed exclusive of any other
rights to which the directors and officers may be entitled under
the corporation's certificate of incorporation, bylaws, any
agreement or otherwise.
<PAGE>
Reference is made to Article Nine of the Registrant's
Restated Certificate of Incorporation, as amended, Exhibit 4.1 of
this Registration Statement, which provides for indemnification
of directors and officers.
Reference is made to Article IX of the Registrant's Amended
Bylaws, Exhibit 4.2 to this Registration Statement, which
provides for indemnification of directors and officers.
In addition, the Registrant has entered into Indemnity
Agreements with certain of its directors and executive officers.
The Registrant has procured insurance that purports (i) to
insure it against certain costs of indemnification that may be
incurred by it pursuant to the provisions referred to above or
otherwise and (ii) to insure the directors and officers of the
Registrant against certain liabilities incurred by them in the
discharge of their functions as directors and officers except for
liabilities arising from their own malfeasance.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
controlling persons of the Company pursuant to the foregoing
provisions, the Company has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933
and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following is a list of all exhibits filed as a part of
this Registration Statement on Form S-8, including those
incorporated herein by reference.
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
----------- -----------------------
<S> <C>
4.1 Restated Certificate of Incorporation of the Company. (1)
4.2 Bylaws of the Company, as amended and restated. (2)
4.3 Form of Common Stock Certificate. (3)
4.4 Common Stock and Warrant Agreement dated as of October
16, 1984 between Michaels Stores, Inc. and Peoples
Restaurants, Inc., including form of Warrant. (4)
4.5 First Amendment to Common Stock and Warrant Agreement
dated October 31, 1984 between The First Dallas Group,
Ltd. and Michaels Stores, Inc. (4)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
4.6 Second Amendment to Common Stock and Warrant Agreement
dated November 28, 1984 between First Dallas
Investments-Michaels I, Ltd. and Michaels Stores,
Inc. (4)
4.7 Third Amendment to Common Stock and Warrant Agreement
dated February 27, 1985 between First Dallas
Investments-Michaels I, Ltd., The First Dallas Group,
Ltd., Sam Wyly, Charles J. Wyly, Jr. and Michaels
Stores, Inc. (3)
4.8 Amendment to Common Stock and Warrant Agreement dated
September 1, 1992 between Michaels Stores, Inc., The
Andrew David Sparrow Wyly Trust, Charles J. Wyly, Jr.,
The Martha Caroline Wyly Trust, The Charles Joseph
Wyly, III Trust, The Emily Ann Wyly Trust, The Jennifer
Lynn Wyly Trust, Donald R. Miller, Jr., Evan A. Wyly,
The Laurie Louise Wyly Trust, The Lisa Lynn Wyly Trust,
The Sam Wyly and Rosemary Wyly Children's Trust No. 1
of 1965 fbo Kelly Wyly and Tallulah, Ltd. (1)
4.9 Indenture, dated as of January 22, 1993, between
Michaels Stores, Inc. and NationsBank of Texas, N.A.,
as Trustee, including the form of 4 3/4%/6 3/4% Step-up
Convertible Subordinated Note, included therein. (4)
5 Opinion of Jackson & Walker, L.L.P. (1)
15 None.
23.1 Consent of Ernst & Young LLP. (5)
23.2 Consent of Jackson & Walker, L.L.P. (included in its
opinion filed as Exhibit 5 to this Registration
Statement). (5)
24 Power of Attorney (appearing on page II-5 of this
Registration Statement). (5)
25 None.
27 None.
28 None.
99 1994 Non-Statutory Stock Option Plan. (5)
</TABLE>
___________
(1) Previously filed as an Exhibit to the Company's Registration Statement
on Form S-8 (No. 33-54726) and incorporated herein by reference.
(2) Previously filed as an exhibit to the Company's Annual Report on Form
10-K for the year ended January 30, 1994 and incorporated herein by
reference.
(3) Previously filed as an Exhibit to the Company's Registration Statement
on Form S-1 (No. 33-9456) and incorporated herein by reference.
<PAGE>
(4) Previously filed as an exhibit to the Company's Annual Report on Form
10-K for the year ended January 31, 1993 and incorporated herein by
reference.
(5) Filed herewith.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar
value of securities offered would not exceed that which
was registered) and any deviation from the low or high
end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;
(iii) To include any material information
with respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration
statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13
or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
<PAGE>
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Irving, State of Texas, on the 16th day of November,
1995.
MICHAELS STORES, INC.
By: /s/ SAM WYLY
---------------------------
Sam Wyly
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and
appoints each of R. Don Morris, Douglas B. Sullivan and Mark V.
Beasley as his true and lawful attorney-in-fact and agent, each
acting alone, with full powers of substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement and to
file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, each
acting alone, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or his
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the date indicated.
Signatures Title Date
---------- ----- ----
Chairman of the
/s/ SAM WYLY Board of Directors and
- ------------------------- Chief Executive November 16, 1995
Sam Wyly Officer (Principal
Executive Officer)
/s/ CHARLES J. WYLY, JR.
- ------------------------- Vice Chairman of the
Charles J. Wyly, Jr. Board of Directors November 16, 1995
- ------------------------- President and Chief November __, 1995
Douglas B. Sullivan Operating Officer
- ------------------------- Director November __, 1995
Richard E. Hanlon
- ------------------------- Director November __, 1995
F. Jay Taylor
/S/ MICHAEL C. FRENCH
- ------------------------- Director November 16, 1995
Michael C. French
/s/ EVAN A. WYLY
- ------------------------- Director November 16, 1995
Evan A. Wyly
/s/ DONALD R. MILLER, JR.
- ------------------------- Vice President-Market November 16, 1995
Donald R. Miller, Jr. Development, and Director
/s/ R. DON MORRIS Executive Vice President
- ------------------------- and Chief Financial Officer November 16, 1995
R. Don Morris (Principal Financial and
Accounting Officer)
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
- ------- ----------------------
5 Opinion of Jackson & Walker, L.L.P.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Jackson & Walker, L.L.P.*
24 Power of Attorney.**
_____________
* Included in the opinion of Jackson & Walker, L.L.P., filed
herewith.
** Included in the signature pages hereto.
<PAGE>
November 16, 1995
Michaels Stores, Inc.
5931 Campus Circle Drive
Las Colinas Business Park
Irving, Texas 75063
Re: Registration Statement on Form S-8 of Michaels Stores, Inc.
Ladies and Gentlemen:
We are acting as counsel for Michaels Stores, Inc., a Delaware corporation
(the "Company"), in connection with the registration under the Securities Act
of 1933, as amended (the "Act"), of the offer and sale of up to 50,000
shares of common stock, par value $.10 per share, of the Company (the
"Shares"). The Company's Registration Statement on Form S-8 covering the sale
of the Shares (the "Registration Statement") is expected to be filed under
the Act with the Securities and Exchange Commission (the "Commission") on or
about the date hereof.
In reaching the conclusions expressed in this opinion, we have examined
and relied on such documents, corporate records and other instruments,
including certificates of public officials and certificates of officers of
the Company, and made such further investigation and inquiry as we have
deemed necessary to the opinions expressed herein. We have assumed that all
signatures on all documents submitted to us are genuine, that all documents
submitted to us as originals are accurate and complete, and that all
documents submitted to us as copies are true, correct and complete copies of
the originals thereof.
Based solely upon the foregoing and subject to the comments and exceptions
herein stated, we are of the opinion that the Shares when issued pursuant to
the terms of the Michaels Stores, Inc. 1994 Non-Statutory Stock Option Plan,
as amended, will be validly and legally issued, and will be fully paid and
nonassessable.
We express no opinion as to the laws of any jurisdiction other than the
State of Texas and, solely with respect to matters of corporate law, the
State of Delaware. You should be aware that we are not admitted to practice
law in the State of Delaware. Accordingly, any
<PAGE>
opinion herein as to the laws of the State of Delaware is based solely upon
the latest generally available compilation of the statutes and case law of
such state.
We hereby consent to the filing of this opinion with the commission as an
exhibit to the Registration Statement and to the reference to our firm
therein under the captions "Legal Matters." In giving this consent, we do not
hereby admit that we come within the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Commission promulgated thereunder.
Very truly yours,
JACKSON & WALKER, L.L.P
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Michaels Stores, Inc. 1994 Non-Statutory Stock
Option Plan of our reports (a) dated March 6, 1995 with respect to the
consolidated financial statements of Michaels Stores, Inc. included in its
Annual Report on Form 10-K for the year ended January 29, 1995 filed with the
Securities and Exchange Commission, and (b) dated August 11, 1995 with
respect to the financial statements of the Michaels Stores, Inc. Employees
401(k) Plan included in the Plan's Annual Report on Form 11-K for the year
ended January 31, 1995 filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Dallas, Texas
November 14, 1995
<PAGE>
EXHIBIT 99
MICHAELS STORES, INC.
1994 NON-STATUTORY STOCK OPTION PLAN
1. PURPOSE. The purpose of the 1994 Non-Statutory Stock Option Plan of
Michaels Stores, Inc. (the "Plan") is to provide employees and key advisors
with a proprietary interest in Michaels Stores, Inc., a Delaware corporation,
and its subsidiaries (the "Company") through the granting of options
("Option" or "Options") to purchase shares of the Company's authorized Common
Stock, par value $0.10 per share ("Common Stock"), in order to:
a. Increase the interest in the Company's welfare of those employees
and key advisors who share primary responsibility for the management,
growth and protection of the business of the Company;
b. Recognize the contributions made by certain employees and key
advisors to the Company's growth during its development stage;
c. Furnish an incentive to such employees and key advisors to continue
their services for the Company; and
d. Provide a means through which the Company may attract able persons
to engage as employees and key advisors.
2. ADMINISTRATION. The Plan has been established and shall be
administered by a committee of two or more members of the Board of Directors
of the Company (the "Board of Directors" or "Board") who are not employees of
the Company or any of its subsidiaries (the "Committee"). Except as otherwise
provided by the terms of this Plan or by the Board, the Committee shall have
all the power and authority of the Board hereunder.
The Committee shall have full and final authority in its discretion, but
subject to the provisions of the Plan, to determine from time to time the
individuals to whom Options shall be granted and the number of shares to be
covered by each Option; to determine the time or times at which Options shall
be granted; to interpret the Plan and the instruments by which Options will
be evidenced; to make, amend and rescind rules and regulations relating to
the Plan; to determine the terms and provisions of the instruments by which
Options shall be evidenced; with the consent of the Participant (as defined
in Section 3), to modify or amend any Option agreement or waive any conditions
or restrictions applicable to any Option or the exercise thereof and to make
all other determinations necessary or advisable for the administration of the
Plan.
3. PARTICIPANTS. The Committee may, from time to time, select particular
employees and key advisors, including officers and directors, of the Company,
or of any subsidiary of the Company, to whom Options are to be granted, and
upon the grant of such Options, the selected employees and key advisors shall
become Participants in the Plan. As used herein, the term "Participant" means
an employee or key advisor who accepts an Option, or the estate, personal
representative, beneficiary or transferee thereof having the right to
exercise an Option pursuant to its terms.
4. SHARES SUBJECT TO THE PLAN. The shares of Common Stock subject to
Options granted pursuant to the Plan shall be either shares of authorized but
unissued Common Stock or shares of Common Stock reacquired by the Company.
The maximum aggregate number of shares of Common Stock available for issuance
from time to time pursuant to the Plan shall be 1,000,000 provided that the
Committee may adjust the number of shares available for Options, the number
of shares subject to and the exercise price of Options granted hereunder to
reflect a change in capitalization of the Company, such as a stock dividend,
stock split, reverse stock split, share combination, exchange of shares,
merger, consolidation, reorganization, liquidation, or the like, of or by the
Company. The maximum aggregate number of shares of Common Stock with respect
to which Options may be granted to any Participant during the term of the
Plan shall not exceed 50% of the total number of shares of Common Stock that
may be issued from time to time under the Plan. Shares that by reason of the
expiration of an Option, or for any other reason, are no longer subject to
purchase pursuant to an Option granted under the Plan,
<PAGE>
and shares from time to time rendered in payment of the exercise price of
Options, may be made subject to additional Options granted pursuant to the
Plan.
5. GRANT OF OPTIONS. Options granted hereunder shall be evidenced by
written stock option agreements containing such terms and provisions as are
recommended and approved from time to time by the Committee, but subject to
and not more favorable than the terms of the Plan. The Committee may from
time to time require additional terms which the Committee deems necessary or
advisable. The Company shall execute stock option agreements upon instruction
from the Committee.
6. MAXIMUM AMOUNT OF STOCK SUBJECT TO OPTIONS. Subject to Section 4,
the maximum aggregate fair market value (determined as of the time the Option
is granted) of the Common Stock for which any Participant may be granted
Options in any calendar year shall be determined by the Committee in its
discretion.
7. OPTION EXERCISE PRICE. The purchase price of Common Stock subject
to an Option granted pursuant to the Plan shall be no less than the fair
market value of the Common Stock on the date of grant.
8. RESTRICTIONS. The Committee may, but need not, at the time of
granting of an Option or at any subsequent time impose such restrictions, if
any, on issuance, voluntary disposition and release from escrow of any
Options including, without limitation, permitting exercise of Options only in
installments over a period of years.
9. PAYMENT. Full payment for Common Stock purchased upon the exercise
of an Option shall be made at the time of exercise. No Common Stock shall be
issued until full payment has been made and a Participant shall have none of
the rights of a shareholder until shares of Common Stock are issued to him.
Any federal, state or local taxes required to be paid or withheld at the time
of exercise shall also be paid or withheld in full prior to any delivery of
shares of Common Stock upon exercise. Payment may be made in cash, in shares
of Common Stock then owned by the Participant, or in any other form of valid
consideration, or a combination of any of the foregoing, as required by the
Committee in its discretion. Shares of Common Stock tendered in payment of
the exercise price of any Options may be reissued to the Participant who
tendered the shares of Common Stock as part of the shares of Common Stock
issuable upon exercise of other Options granted from time to time pursuant
to the Plan.
10. TRANSFERABILITY OF OPTIONS. Options granted under the Plan may be
transferred by the holder thereof upon five days prior written notice to the
Company.
11. RIGHTS IN EVENT OF DEATH OR DISABILITY OF PARTICIPANT. The
Committee shall have discretion to include in each Option agreement such
provisions regarding exercisability of the Options following the death or
disability of the Participant as it, in its sole discretion, deems to be
appropriate.
12. STOCK PURCHASED FOR INVESTMENT. At the discretion of the
Committee, any Option agreement may provide that the Option holder shall, by
accepting an Option, represent and agree on behalf of himself and his
transferees by will or the laws of descent and distribution or otherwise that
all shares of Common Stock purchased upon the exercise of the Option will be
acquired for investment and not for resale or distribution, and that upon
each exercise of any portion of an Option, the person entitled to exercise
the same shall furnish evidence satisfactory to the Company (including a
written and signed representation) to the effect that the shares of Common
Stock are being acquired in good faith and for investment and not for resale
or distribution.
13. TERMINATION OF OPTION RIGHTS AND AWARDS. The Committee may provide
in each Option agreement for the circumstances under which Options granted
hereunder may terminate for any reason that the Committee, in its sole
discretion, deems to be appropriate.
14. AMENDMENT OR DISCONTINUATION. The Plan may be amended, altered or
discontinued by the Board or, if the Board has delegated this authority to
the Committee, by the Committee, without approval of the stockholders. In the
event any law, or any rule or regulation issued or promulgated by the
Internal Revenue Service, Securities and Exchange Commission National
Association of Securities Dealers, Inc., any stock exchange or quotation
system upon which the Common Stock is listed for trading or other
governmental or quasi-
-2-
<PAGE>
governmental agency having jurisdiction over the Company, its Common Stock or
the Plan requires the Plan to be amended, the Plan will be amended at that
time and all Options then outstanding will be subject to such amendment.
15. EMPLOYMENT. This Plan and any Option granted under this Plan do
not confer upon the Participant any right to be employed or to continue
employment with the Company.
16. NO OBLIGATION TO EXERCISE OPTION. The granting of an Option
pursuant to the Plan shall not impose any obligation upon the Participant to
exercise such Option.
17. TERMINATION. Unless sooner terminated by action of the Board or,
if the Board has specifically delegated its authority to terminate the Plan
to the Committee, by the Committee, the Plan shall terminate on December 31,
2014, and no Options may be granted pursuant to the Plan after such date.
18. USE OF PROCEEDS. The proceeds derived from the sale of stock
pursuant to Options granted under the Plan shall constitute general funds of
the Company.
19. EFFECTIVE DATE OF THE PLAN. The Plan shall be effective as of the
31st day of March, 1994.
MICHAELS STORES, INC.
Dated: As of March 31, 1994 By:____________________________________
Jack E. Bush,
PRESIDENT
-3-
