<PAGE>
As filed with the Securities and Exchange Commission on August 11, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
____________________
MICHAELS STORES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction
of incorporation or organization)
75-1943604
(I.R.S. Employer
Identification No.)
5931 Campus Circle Drive
Irving, Texas 75063
P.O. Box 619566
DFW, Texas 75261-9566
(214) 580-8242
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
DONALD R. MILLER, JR.
5931 Campus Circle Drive
Irving, Texas 75063
(214) 580-8242
(Name, address, including zip code, and
telephone number, including area code,
of agent for service)
____________________
Copies to:
MARK V. BEASLEY, ESQ. JAMES S. RYAN, III, ESQ.
MICHAELS STORES, INC. JACKSON & WALKER, L.L.P
P.O. Box 619566 901 Main Street
Dallas, Texas 75261-9566 Suite 6000
Dallas, Texas 75202
____________________
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. / /
If any securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant ot Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF EACH CLASS AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES TO TO BE OFFERING PRICE AGGREGATE AMOUNT OF
BE REGISTERED REGISTERED PER UNIT (1) OFFERING PRICE (1) REGISTRATION FEE
_______________________________________________________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock, par value 1,000,000 shares $23.69 $23,690,000.00 $8,169.00
$.10 per share
<FN>
(1) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(c), 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 by The Nasdaq National Market on
August 10, 1995.
</TABLE>
____________________
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to Section 8(a), may determine.
<PAGE>
PROSPECTUS
MICHAELS STORES, INC.
Common Stock
This Prospectus relates to the sale by Michaels Stores, Inc. (the
"Company") of up to 1,000,000 shares (the "Shares") of the Company's common
stock, par value $0.10 per share (the "Common Stock"), upon exercise of
options (the "Options") granted or to be granted under the terms of the
Company's 1994 Non-Statutory Stock Option Plan (the "Plan"). This Prospectus
also relates to the offer and sale of up to 1,000,000 shares of Common Stock
by certain selling shareholders (the "Selling Shareholders") following the
exercise by them of Options granted under the Plan.
The Shares may be sold from time to time by the Selling Shareholders, or
by pledgees, donees, transferees or other successors in interest. Following
exercise of options, the Selling Shareholders or such successors in interest
directly, or through designated agents, dealers or underwriters, may sell the
Common Stock from time to time on terms to be determined at the time of sale.
To the extent required, the specific number of shares of Common Stock to be
sold, the names of the Selling Shareholders, the purchase price, the public
offering price, the names of any such agent, dealer or underwriter, and any
applicable commission or discount with respect to a particular offer will be
set forth in an accompanying Prospectus Supplement. See "Plan of
Distribution." The Common Stock is quoted through The Nasdaq National Market
(the "NASDAQ/NMS") and may be sold from time to time by the Selling
Shareholders or such successors in interest either directly in private
transactions, or through one or more brokers or dealers through the
NASDAQ/NMS at such prices and upon such terms as may be obtainable.
Upon any sale of the Common Stock offered hereby, the Selling
Shareholders or such successors in interest and participating agents,
brokers or dealers may be deemed to be underwriters as that term is defined
in the Securities Act of 1933, as amended (the "Securities Act"), and
commissions or discounts or any profit realized on the resale of such
securities purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act. The Company, however, understands that
the Selling Shareholders do not admit that they are underwriters within the
meaning of the Securities Act. The Company will not receive any of the
proceeds from the sales of securities offered hereby, except for proceeds
from the exercise of the Options.
No underwriter is being utilized in connection with this offering. The
Company will pay all expenses incurred in connection with this offering,
which are estimated to be approximately $15,169.00.
On August 10, 1995, the closing price of the Common Stock on the NASDAQ/NMS
was $23.50.
__________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSIONS OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
__________
The date of this Prospectus is August 11, 1995.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's Regional
Offices in Chicago, Illinois (Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661) and New York, New York (7 World
Trade Center, 13th floor, New York, New York 10007). Copies of such material
can also be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
This Prospectus, which constitutes part of a Registration Statement
filed by the Company with the Commission under the Securities Act (the
"Registration Statement"), omits certain of the information contained in the
Registration Statement. Reference is made to the Registration Statement and
to the exhibits thereto for further information with respect to the Company
and the Common Stock offered hereby. Copies of such Registration Statement
are available from the Commission. Statements contained herein concerning the
provisions of documents filed herewith as exhibits are necessarily summaries
of such documents, and each such statement is qualified in its entirety by
reference to the copy of the applicable document filed with the Commission.
The Company's principal executive offices are located at 5931 Campus
Circle Drive, Irving, Texas, its mailing address is P.O. Box 619566, DFW,
Texas 75261-9566, and its telephone number at such address is (214) 714-7000.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed with the Commission by
the Company, 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)
definitive proxy statement, dated May 8, 1995, relating to the Company's
Annual Meeting of Shareholders held on June 6, 1995; and (iv) 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),
and 14 and 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of Common Stock to be
made hereunder shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing thereof. Any statement contained in
a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for all purposes of this
Prospectus 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 Prospectus.
2
<PAGE>
The Company will provide, without charge, to each person to whom a copy
of this Prospectus is delivered, upon the written or oral request of such
person, a copy of any or all of the documents incorporated herein or in the
Registration Statement by reference (other than exhibits and schedules
thereto, unless such exhibits or schedules are specifically incorporated by
reference into the information that this Prospectus incorporates). Written or
telephonic requests for copies should be directed to the Company's principal
office: Michaels Stores, Inc., P.O. Box 619566, DFW, Texas 75261-9566,
Attention: Investor Relations, (214) 714-7000.
USE OF PROCEEDS
The proceeds received by the Company from the sale of the Common Stock
offered hereby upon exercise of the Options will be used for general
corporate purposes, including, but not limited to, operating and working
capital requirements. The Company will not receive any proceeds from the sale
of the Common Stock by the Selling Shareholders.
SELLING SHAREHOLDERS
This Prospectus covers the purchase from the Company of up to 1,000,000
shares of Common Stock, in the aggregate, upon the exercise of Options by the
holders thereof. This Prospectus also covers the subsequent offer and resale
of such shares of Common Stock by the Selling Shareholders or their successors
in interest.
The 1994 Non-Statutory Plan Committee (the "Committee"), subject to the
provisions of the Plan, will determine from time to time (i) the individuals,
from among the Company's (or its subsidiaries') employees and key advisors,
including officers and directors, to whom Options will be granted, (ii) the
number of shares to be covered by each Option and (iii) the purchase price of
Common Stock subject to each Option, which shall be no less than the fair
market value of the Common Stock on the date of grant. Unless sooner
terminated by action of the Board of Directors of the Company (the "Board")
or, if the Board has specifically delegated its authority to terminate the
Plan to the Committee, of the Committee, the Plan will terminate on December
31, 2014, and no Options may be granted pursuant to the Plan after such date.
The following table sets forth information concerning the Common Stock
owned by the following Selling Shareholders, none of whom has, or within the
past three years has had, any position, office or other material relationship
with the Company, except as noted herein:
3
<PAGE>
<TABLE>
<CAPTION>
Common Stock
Beneficial Offered for Beneficial
Ownership of Selling Ownership of
Common Stock Shareholders' Common Stock Percent of
Position with the Prior to Account upon After Class after
Name Company Offering(1) Exercise Offering(2) Offering(2)
- ---- ----------------- ------------ ------------ ------------ -----------
<S> <C> <C> <C> <C> <C>
Sam Wyly Chief Executive 2,634,905(3) 100,000 2,534,905 11.4%
Officer and
Chairman of the
Board of Directors
Charles J. Wyly, Jr. Vice Chairman of 2,247,607(4) 50,000 2,197,607 10.1%
the Board of
Directors
Evan A. Wyly Director and 175,875(5) 30,000 145,875 *
Vice President
Donald R. Miller, Jr. Director and 113,437(6) 30,000 83,437 *
Vice President
<FN>
__________________
* Indicates shares held are less than 1% of class.
(1)Includes all shares that may be acquired upon exercise of options
currently exercisable or exercisable within sixty (60) days of the date
hereof.
(2)Assumes the exercise of all options related to the Common Stock offered
for such Selling Shareholder's account and the sale of such underlying shares.
(3)Includes 250,000 shares subject to options presently exercisable or
exercisable within sixty (60) days of the date hereof held of record by Mr.
Wyly; 50,000 shares subject to options granted pursuant to the Plan but not
presently exercisable or exercisable within sixty (60) days of the date
hereof held of record by Mr. Wyly; 600,000 shares subject to presently
exercisable options held of record by Tallulah, Ltd., a limited partnership
of which Mr. Wyly is general partner; 874,536 shares held of record by
Tallulah, Ltd.; 536,615 shares held of record by family trusts of which Mr.
Wyly is trustee; 300,000 shares held of record by Maverick Entrepreneurs
Fund, Ltd. ("Maverick"), a limited partnership of which Mr. Wyly is a
general partner; 7,918 shares held as guardian of a minor child; and 15,836
shares held of record by certain of Mr. Wyly's adult children, who have given
him the power to vote such shares.
(4)Includes 425,000 shares subject to options presently exercisable or
exercisable within sixty (60) days of the date hereof held of record by Mr.
Wyly; 25,000 shares subject to options granted pursuant to the Plan but not
presently exercisable or exercisable within sixty (60) days of the date
hereof held of record by Mr. Wyly; 755,000 shares held of record by Brush
Creek, Ltd.; a limited partnership of which Mr. Wyly is general partner;
742,233 shares held of record by family trusts of which Mr. Wyly is trustee;
300,000 shares held of record by Maverick, of which Mr. Wyly is a general
partner; and 374 shares held of record by Mr. Wyly's adult children, who have
given him the power to vote such shares.
</TABLE>
4
<PAGE>
<TABLE>
<S> <C>
(5)Includes 55,875 shares held of record by Mr. Wyly; 105,000 shares
subject to options presently exercisable or exercisable within sixty (60)
days of the date hereof held of record by Mr. Wyly; and 15,000 shares subject
to options granted pursuant to the Plan but not presently exercisable or
exercisable within sixty (60) days of the date hereof held of record by Mr.
Wyly.
(6)Includes 4,000 shares held of record by Mr. Miller; 187 shares held by
Mr. Miller's spouse; 94,250 shares subject to options presently exercisable
or exercisable within sixty (60) days of the date hereof held of record by
Mr. Miller; and 15,000 shares subject to options granted pursuant to the Plan
but not presently exercisable or exercisable within sixty (60) days of the
date hereof held of record by Mr. Miller. Excludes an estimated 8,255 shares
held in 401(k) Plan Trust; Mr. Miller disclaims any investment control over
the Company's Common Stock held by the 401(k) Plan Trust.
</TABLE>
Certain information required pursuant to the Securities Act relating to
the Selling Shareholders will be provided by a Prospectus Supplement.
5
<PAGE>
PLAN OF DISTRIBUTION
The Common Stock may be issued to the Selling Shareholders or permitted
transferees from time to time by the Company upon exercise of the Options.
The Common Stock may be sold from time to time by any of the Selling
Shareholders, or by pledgees, donees, tranferees or other successors in
interest. The Common Stock may be disposed of from time time in one or more
transactions through any one or more of the following: (i) to purchasers
directly, (ii) in ordinary brokerage transactions and transactions in which
the broker solicits purchasers, (iii) through underwriters, dealers or agents
who may receive compensation in the form of underwriting discounts,
concessions or commissions from the Selling Shareholders or such successors
in interest and/or from the purchasers of the Common Stock for whom they may
act as agent, (iv) the writing of options on the Common Stock, (v) the pledge
of the Common Stock as security for any loan or obligation, including pledges
to brokers or dealers who may, from time to time, themselves effect
distributions of the Common Stock or interests therein, (vi) purchases by a
broker or dealer as principal and resale by such broker or dealer for its own
account pursuant to this Prospectus, (vii) a block trade in which the broker
or dealer so engaged will attempt to sell the Common Stock as agent but may
position and resell a portion of the block as principal to facilitate the
transaction and (viii) an exchange distribution in accordance with the rules
of the applicable exchange, or in transactions in the over the counter market
including through The Nasdaq Stock Market. Such sales may be made at prices
and at terms then prevailing or at prices related to the then current market
price or at the negotiated prices and terms. In effecting sales, brokers or
dealers may arrange for other brokers or dealers to participate. The Selling
Shareholders or such successors in interest, and any underwriters, brokers,
dealers or agents that participate in the distribution of the Common Stock,
may be deemed to be "underwriters" within the meaning of the Securities Act,
and any profit on the sale of the Common Stock by them and any discounts,
commissions or concessions received by any such underwriters, brokers,
dealers or agents may be deemed to be underwriting commissions or discounts
under the Securities Act.
At the time a particular offer of the Common Stock is made, to the
extent required, a Prospectus Supplement will be distributed, which will set
forth the number of shares of Common Stock being offered and the terms of the
offering, including the name or names of any underwriters, dealers or agents,
any discounts, commissions and other items constituting compensation from the
Selling Shareholders and any discounts, commissions or concessions allowed or
reallowed or paid to dealers.
The Common Stock may be sold from time to time in one or more
transactions at a fixed offering price, which may be changed, or at varying
prices determined at the time of sale or at negotiated prices. The Company
will pay all of the expenses incident to the offering and sale of the Common
Stock to the public other than commissions and discounts of underwriters,
dealers or agents.
6
<PAGE>
LEGAL MATTERS
Certain legal matters in connection with the validity of the securities
offered hereby have been passed upon for the Company by Jackson & Walker,
L.L.P., Dallas, Texas. Michael C. French, a partner in Jackson & Walker,
L.L.P., is a director of the Company.
EXPERTS
The consolidated financial statements of Michaels Stores, Inc.,
incorporated by reference in the Company's Annual Report (Form 10-K) for the
year ended January 29, 1995 have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon incorporated by
reference therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon
such report given upon the authority of such firm as experts in accounting
and auditing.
7
<PAGE>
TABLE OF CONTENTS
PAGE
----
Available Information.............. 2
Incorporation of Certain
Documents by Reference........... 2
Use of Proceeds.................... 3
Selling Shareholders............... 3
Plan of Distribution............... 6
Legal Matters...................... 7
Experts............................ 7
No person has been authorized to give
any information or to make any
representations other than those
contained in this Prospectus, and if
given or made, such information or
representations must not be relied
upon. This Prospectus does not
constitute an offer to sell or a
solicitation of an offer to buy any
securities other than registered
securities to which it relates, or an
offer to or a solicitation of any
person in any jurisdiction where such
offer or solicitation would be
unlawful. The delivery of this
Prospectus at any time does not imply
that the information herein is
correct as of any time subsequent to
its date.
MICHAELS STORES, INC.
PROSPECTUS
August 11, 1995
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses to be incurred in connection with the issuance and
distribution of the Common Stock covered by this Registration Statement, all
of which will be paid by Michaels Stores, Inc. (the "Registrant"), are as
follows:
<TABLE>
<S> <C>
Registration Fees...................... $ 8,169.00
Accounting Fees and Expenses........... 2,500.00
Legal Fees and Expenses................ 4,000.00
Miscellaneous.......................... 500.00
----------
Total.................................. $15,169.00
</TABLE>
ITEM 15. 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.
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.
II-1
<PAGE>
ITEM 16. EXHIBITS.
The following is a list of all exhibits filed as a part of this
Registration Statement on Form S-3, including those incorporated herein by
reference.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
<C> <S>
1 None.
2 None.
4.1 Form of Common Stock Certificate.(1)
4.2 Common Stock and Warrant Agreement dated as of October 16, 1984
between Michaels Stores, Inc. and Peoples Restaurants, Inc.,
including form of Warrant.(2)
4.3 First Amendment to Common Stock and Warrant Agreement dated
October 31, 1984 between The First Dallas Group, Ltd. and Michaels
Stores, Inc.(2)
4.4 Second Amendment to Common Stock and Warrant Agreement dated
November 28, 1984 between First Dallas Investments-Michaels I, Ltd.
and Michaels Stores, Inc.(2)
4.5 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)
4.6 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.(4)
4.7 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.(2)
5 Opinion of Jackson & Walker, L.L.P.(5)
8 None.
12 None.
15 None.
</TABLE>
II-2
<PAGE>
<TABLE>
<C> <S>
23.1 Consent of Ernst & Young LLP.(5)
23.2 Consent of Jackson & Walker, L.L.P.(6)
24 Power of Attorney.(7)
25 None.
26 None.
27 None.
28 None.
99 1994 Non-Statutory Stock Option Plan.(5)
<FN>
__________
(1) Previously filed as an exhibit to the Registrant's Registration
Statement on Form S-1 (No. 2-89370) and incorporated herein by reference.
(2) Previously filed as an exhibit to the Registrant's Report on Form 10-K
for the year ended January 31, 1993 and incorporated herein by reference.
(3) Previously filed as an exhibit to the Registrant's Registration
Statement on Form S-8 (No. 33-11985) and incorporated herein by reference.
(4) Previously filed as an exhibit to the Registrant's Registration
Statement on Form S-8 (No. 33-54726) and incorporated herein by reference.
(5) Filed herewith.
(6) Included in the opinion of Jackson & Walker, L.L.P., filed herewith.
(7) Included in the signature pages hereto.
</TABLE>
II-3
<PAGE>
ITEM 7. 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 1993;
(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 with or furnished to
the Commission 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.
(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 that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration
II-4
<PAGE>
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.
II-5
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below authorizes R. Don Morris and
Mark V. Beasley, or either of them, to execute in the name of each such
person who is then an officer or director of the Registrant and to file any
amendments to this Registration Statement necessary or advisable to enable
the Registrant to comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and Exchange
Commission, in respect thereof, in connection with the registration of the
securities which are the subject of this Registration Statement, which
amendments may make such changes in the Registration Statement as such
attorney may deem appropriate.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 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
11th day of August, 1995.
MICHAELS STORES, INC.
/s/ R. DON MORRIS
By:____________________________________
R. Don Morris
Executive Vice President and Chief
Financial Officer
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
Chairman of the
/s/ SAM WYLY Board of Directors and
___________________________ Chief Executive Officer August 11, 1995
Sam Wyly (Principal Executive Officer)
/S/ CHARLES J. WYLY, JR.
___________________________ Vice Chairman of the August 11, 1995
Charles J. Wyly, Jr. Board of Directors
/S/ RICHARD E. HANLON
___________________________ Director August 11, 1995
Richard E. Hanlon
</TABLE>
II-7
<PAGE>
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
/s/ F. JAY TAYLOR
___________________________ Director August 11, 1995
F. Jay Taylor
/s/ MICHAEL C. FRENCH
___________________________ Director August 11, 1995
Michael C. French
/s/ EVAN A. WYLY
___________________________ Director August 11, 1995
Evan A. Wyly
/s/ DONALD R. MILLER, JR.
___________________________ Director July 26, 1995
Donald R. Miller, Jr.
Executive Vice President
/s/ R. DON MORRIS and Chief Financial Officer
___________________________ (Principal Financial and Accounting August 11, 1995
R. Don Morris Officer)
</TABLE>
II-8
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
<S> <C>
1 None.
2 None.
4.1 Form of Common Stock Certificate.(1)
4.2 Common Stock and Warrant Agreement dated as of
October 16, 1984 between Michaels Stores, Inc.
and Peoples Restaurants, Inc., including form
of Warrant.(2)
4.3 First Amendment to Common Stock and Warrant
Agreement dated October 31, 1984 between
The First Dallas Group, Ltd. and Michaels
Stores, Inc.(2)
4.4 Second Amendment to Common Stock and Warrant
Agreement dated November 28, 1984 between First
Dallas Investments-Michaels I, Ltd. and Michaels
Stores, Inc.(2)
4.5 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)
4.6 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.(4)
4.7 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.(2)
5 Opinion of Jackson & Walker, L.L.P.(5)
8 None.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
<S> <C>
12 None.
15 None.
23.1 Consent of Ernst & Young, LLP.(5)
23.2 Consent of Jackson & Walker, L.L.P.(6)
24 Power of Attorney.(7)
25 None.
26 None.
27 None.
28 None.
99 1994 Non-Statutory Stock Option Plan.(5)
<FN>
_______________________
(1) Previously filed as an exhibit to the Registrant's Registration Statement on
Form S-1 (No. 2-89370) and incorporated herein by reference.
(2) Previously filed as an exhibit to the Registrant's Report on Form 10-K for
the year ended January 31, 1993 and incorporated herein by reference.
(3) Previously filed as an exhibit to the Registrant's Registration Statement on
Form S-8 (No. 33-11985) and incorporated herein by reference.
(4) Previously filed as an exhibit to the Registrant's Registration Statement on
Form S-8 (No. 33-54726) and incorporated herein by reference.
(5) Filed herewith.
(6) Included in the opinion of Jackson & Walker, L.L.P., filed herewith.
(7) Included in the signature pages hereto.
</TABLE>
<PAGE>
EXHIBIT 5
Opinion of Jackson & Walker, L.L.P.
<PAGE>
August 10, 1995
Michaels Stores, Inc.
5931 Campus Circle Drive
Las Colinas Business Park
Irving, Texas 75063
Re: Registration Statement on Form S-3 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 1,000,000
shares of common stock, par value $.10 per share, of the Company (the
"Shares"). The Company's Registration Statement on Form S-3 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" and "Interests of Named Experts
and Counsel." 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 Ernst & Young LLP
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-3 and related prospectus of Michaels Stores,
Inc. for the registration of up to 1,000,000 shares of common stock and to
the incorporation by reference therein of our report dated March 6, 1995 with
respect to the consolidated financial statements of Michaels Stores, Inc.
included in its Annual Report (Form 10-K) for the year ended January 31,
1995, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Dallas, Texas
August 9, 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-
