<PAGE>
As filed with the Securities and Exchange Commission on July 14, 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 IDENTIFICATION NUMBER)
ORGANIZATION)
5931 CAMPUS CIRCLE DRIVE
IRVING, TEXAS 75063
P.O. BOX 619566
DFW, TEXAS 75261-9566
(ADDRESS OF PRINCIPAL (ZIP CODE)
EXECUTIVE OFFICES)
MICHAELS STORES, INC.
EMPLOYEES 401(K) 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 1,000,000 $23.25 $23,250,000 $8,018.00
- ----------------------------------------------------------------------------------------
(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
July 10, 1995.
</TABLE>
In addition, pursuant to Rule 416(c) under the Securities Act
of 1933, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the
Michaels Stores, Inc. Employees 401(k) Plan described herein.
<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) Annual Report on Form 11-K for the year ended
January 31, 1994; (iv) definitive Proxy Statement, dated
May 8, 1995, relating to the Company's Annual Meeting of
Stockholders held on June 6, 1995; and (v) 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.
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.
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
----------- ----------------------
<C> <S>
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>
<C> <S>
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.
99.1 Michaels Stores, Inc. Employees 401(k) Plan. (2)
99.2 Michaels Stores, Inc. Employees 401(k) Trust. (6)
<FN>
__________
(1) Previously filed as an Exhibit to the Company's Registration
Statement on Form S-8 (No. 33-54726) and incorprated 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.
</TABLE>
<PAGE>
<TABLE>
<C> <S>
(3) Previously filed as an Exhibit to the Company's Registration
Statement on Form S-1 (No. 33-9456) and incorporated herein
by reference.
(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.
(6) Previously filed as an exhibit to the Company's Registration
Statement on Form S-8 (No. 33-11985) and incorporated herein
by reference.
</TABLE>
In accordance with Form S-8 Item 8(b) the undersigned
registrant hereby undertakes to submit the Michaels Stores, Inc.
Employees 401(k) Plan and any amendment thereto (the "Plan") to
the Internal Revenue Service ("IRS") in a timely manner and has
made or will make all changes required by the IRS in order to
qualify the Plan.
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
<PAGE>
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.
(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 13th day of
July, 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, Jack E. Bush 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
---------- ----- ----
/s/ SAM WYLY Chairman of the
________________________ Board of Directors July 14, 1995
Sam Wyly and Chief Executive
Officer (Principal
Executive Officer)
/s/ CHARLES J. WYLY, JR. Vice Chairman of the
________________________ Board of Directors July 14, 1995
Charles J. Wyly, Jr.
/s/ JACK E. BUSH President, Chief
________________________ Operating Officer July 14, 1995
Jack E. Bush and Director
/s/ RICHARD E. HANLON
________________________ Director July 14, 1995
Richard E. Hanlon
<PAGE>
/s/ F. JAY TAYLOR
________________________ Director July 14, 1995
F. Jay Taylor
/s/ MICHAEL C. FRENCH
________________________ Director July 14, 1995
Michael C. French
/s/ EVAN A. WYLY
________________________ Director July 14, 1995
Evan A. Wyly
/s/ DONALD R. MILLER, JR.
________________________ Vice President- July 14, 1995
Donald R. Miller, Jr. Market Development,
and Director
Executive Vice
/s/ R. DON MORRIS President and Chief
________________________ Financial Officer July 14, 1995
R. Don Morris (Principal Financial
and Accounting
Officer)
<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
the trustees have 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
July 14, 1995.
MICHAELS STORES, INC.
EMPLOYEES 401(K) PLAN
By: /s/ R. DON MORRIS
_____________________
Trustee
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
<C> <S>
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.**
<FN>
_____________
* Included in the opinion of Jackson & Walker, L.L.P., filed
herewith.
** Included in the signature pages hereto.
</TABLE>
<PAGE>
JACKSON & WALKER, L.L.P.
ATTORNEYS AND COUNSELORS
901 MAIN STREET OTHER LOCATIONS
SUITE 6000
CABLE-JWAL DALLAS, TEXAS 75202-3797 HOUSTON
TELEX-73-385 (214) 953-6000 FORT WORTH
TELECOPIER-(214) 953-5822 SAN ANTONIO
July 14, 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 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-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. Employees 401(k) 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 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.
<PAGE>
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 INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Michaels Stores, Inc. Employees 401(k) Plan of our
reports (a) dated March 6, 1995 with respect to the consolidated financial
statements and schedules of Michaels Stores, Inc. included in its Annual
Report (Form 10-K) and (b) dated July 22, 1994 with respect to the financial
statements of the Michaels Stores, Inc. Employees 401(k) Plan included in the
Plan's Annual Report (Form 11-K), both for the year ended January 31, 1994,
filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Dallas, Texas
July 14, 1995
