<PAGE>
As filed with the Securities and Exchange Commission on June 17, 1997.
Registration No. 333-_____
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 No.)
8000 Bent Branch Drive
Irving, Texas 75063
P.O. Box 619566
DFW, Texas 75261-9566
(972) 409-1300
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
MICHAELS STORES, INC.
1997 EMPLOYEES STOCK PURCHASE PLAN
(Full title of the plan)
R. Michael Rouleau
Chief Executive Officer
Michaels Stores, Inc.
8000 Bent Branch Drive
Irving, Texas 75063
(972) 409-1300
(Name, address, including zip code, and
telephone number, including area code,
of agent for service)
WITH COPIES TO:
Mark V. Beasley, Esq. Robert L. Estep, Esq.
Michaels Stores, Inc. Jones, Day, Reavis & Pogue
8000 Bent Branch Drive 2300 Trammell Crow Center
Irving, Texas 75063 2001 Ross Avenue
(972) 409-1300 Dallas, Texas 75201
(214) 220-3939
---------------
CALCULATION OF REGISTRATION FEE
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- -------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price per Offering Registration
be Registered Registered(1) Share(2) Price (2) Fee (2)
- -------------------------------------------------------------------------------
Common Stock, par value
$0.10 per share. . . . . 1,000,000 $20.75 $20,750,000 $6,288
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
1. Represents shares issuable under the Michaels Stores, Inc. 1997 Employees
Stock Purchase Plan (the "Plan"). Pursuant to Rule 416, there are also
registered hereunder such indeterminate number of additional shares as may
become subject to the Plan as a result of the antidilution provisions
contained therein.
2. The registration fee with respect to these shares has been computed in
accordance with paragraphs (c) and (h) of Rule 457, based upon the average
of the reported high and low sale prices of shares of the Common Stock on
the Nasdaq National Market System on June 13, 1997.
<PAGE>
EXPLANATORY NOTE
The information called for by Part I of Form S-8 is included in the
description of the Michaels Stores, Inc. 1997 Employees Stock Purchase Plan
(the "Plan") to be delivered to persons eligible to purchase shares pursuant
to the Plan. Pursuant to the Note to Part I of Form S-8, this information is
not being filed with or included in this Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission") by Michaels Stores, Inc. (the
"Company") are incorporated by reference, as of their respective dates, in
this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
February 1, 1997;
(b) The Company's Quarterly Report on Form 10-Q for the period ended
May 3, 1997; and
(c) The description of the Company's common stock, par value $0.10 per
share (the "Common Stock"), contained in the Company's Registration
Statement on Form 8-A (Commission File No. 0-11822), filed August 30,
1991.
In addition, all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement contained herein or 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 Registration
Statement to the extent that a statement contained herein or therein or in any
other subsequently filed document that 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 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters in connection with the validity of the Common Stock
offered hereby have been passed upon for the Company by Jones, Day, Reavis &
Pogue, Dallas, Texas. Michael C. French, a consultant to Jones, Day, Reavis &
Pogue, 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 a corporation's
certificate of incorporation, bylaws, any agreement or otherwise.
Reference is made to Article Nine of the Company's Restated Certificate of
Incorporation, as amended, which appears as Exhibit 4.1 to this Registration
Statement, which provides for indemnification of directors and officers.
II-1
<PAGE>
Reference is also made to Article IX of the Company's amended Bylaws which
appear as Exhibit 4.2 to this Registration Statement and provides for
indemnification of directors and officers.
Additionally, the Company has entered into Indemnity Agreements with
certain of its executive officers and directors.
The Company 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 Company 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, as amended (the "Securities Act"), may be permitted to directors,
officers or persons controlling the Company pursuant to the foregoing
provisions, the Company has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.
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.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
4.1 Restated Certificate of Incorporation of the Registrant. (1)
4.2 Amended and Restated Bylaws of the Registrant. (2)
4.3 Form of Common Stock Certificate. (2)
5.1 Opinion of Jones, Day, Reavis & Pogue. (3)
23.1 Consent of Ernst & Young LLP. (3)
23.2 Consent of Jones, Day, Reavis & Pogue is contained in the
opinion filed as Exhibit 5.1 hereto.
24.1 Power of attorney. (Included on Signature Page hereof.)
99.1 Michaels Stores, Inc. 1997 Employees Stock Purchase Plan. (3)
- ---------------
(1) Previously filed as an Exhibit to the Registrant's Registration Statement
on Form S-8 (No. 33-54726) and incorporated herein by reference.
(2) Previously filed as an Exhibit to the Registrant's Annual Report on Form
10-K for the year ended January 30, 1994 and incorporated herein by
reference.
(3) Filed herewith.
II-2
<PAGE>
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;
(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 a
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; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
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 Exchange Act that
are incorporated by reference in this Registration Statement.
(2) that, for the purpose of determining any liability under the
Securities Act, 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; and
(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, each filing of the
undersigned Company's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act that is incorporated by reference in this 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 may be permitted to directors, officers, and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer, or controlling person of the Company 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 Company 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 Securities Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 June 17, 1997.
MICHAELS STORES, INC.
By: /s/ Bryan M. DeCordova
--------------------------------------
Bryan M. DeCordova
Executive Vice President -
Chief Financial Officer
Each person whose signature appears below authorizes R. Michael Rouleau,
Bryan M. DeCordova and Mark V. Beasley, each of whom may act without joinder of
the other, 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.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated.
SIGNATURES TITLE
---------- -----
Chairman of the June 17, 1997
- ----------------------------- Board of Directors
Sam Wyly
/s/ Charles J. Wyly, Jr. Vice Chairman of the June 17, 1997
- ----------------------------- Board of Directors
Charles J. Wyly, Jr.
/s/ R. Michael Rouleau President and June 17, 1997
- ----------------------------- Chief Executive Officer
R. Michael Rouleau (Principal Executive Officer)
/s/ Bryan M. DeCordova Executive Vice President - June 17, 1997
- ----------------------------- Chief Financial Officer
Bryan M. DeCordova (Principal Financial and
Accounting Officer)
/s/ Evan A. Wyly Managing Director June 17, 1997
- -----------------------------
Evan A. Wyly
/s/ Donald R. Miller, Jr. Managing Director and June 17, 1997
- ----------------------------- Vice President - Market
Donald R. Miller, Jr. Development
/s/ Michael C. French Managing Director June 17, 1997
- -----------------------------
Michael C. French
/s/ Dr. F. Jay Taylor Director June 17, 1997
- -----------------------------
Dr. F. Jay Taylor
/s/ Richard E. Hanlon
- -----------------------------
Richard E. Hanlon Director June 17, 1997
II-4
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------ ----------------------
4.1 Restated Certificate of Incorporation of the Registrant. (1)
4.2 Amended and Restated Bylaws of the Registrant. (2)
4.3 Form of Common Stock Certificate. (2)
5.1 Opinion of Jones, Day, Reavis & Pogue. (3)
23.1 Consent of Ernst & Young LLP. (3)
23.2 Consent of Jones, Day, Reavis & Pogue is contained in the opinion
filed as Exhibit 5.1 hereto.
24.1 Power of attorney. (Included on Signature Page hereof.)
99.1 Michaels Stores, Inc. 1997 Employees Stock Purchase Plan. (3)
- ---------------
(1) Previously filed as an Exhibit to the Registrant's Registration Statement
on Form S-8 (No. 33-54726) and incorporated herein by reference.
(2) Previously filed as an Exhibit to the Registrant's Annual Report on Form
10-K for the year ended January 30, 1994 and incorporated herein by
reference.
(3) Filed herewith.
II-5
<PAGE>
EXHIBIT 5.1
JONES, DAY, REAVIS & POGUE
2300 Trammell Crow Center
2001 Ross Avenue
Dallas, Texas 75201
June 17, 1997
Michaels Stores, Inc.
8000 Bent Branch Drive
Irving, Texas 75063
Re: Registration on Form S-8 of 1,000,000 Shares of Common Stock,
par value $0.10 per share, of Michaels Stores, Inc.
-------------------------------------------------------------
Ladies and Gentlemen:
We are acting as counsel to Michaels Stores, Inc., a Delaware
corporation (the "Company"), in connection with the registration of 1,000,000
shares (the "Shares") of Common Stock, par value $0.10 per share, of the Company
pursuant to the Company's Registration Statement on Form S-8 (the "Registration
Statement").
We have examined such documents, records, and matters of law as we
have deemed necessary for purposes of this opinion. Based on such examination
and on the assumptions set forth below, we are of the opinion that the Shares
are duly authorized and, when issued and delivered in accordance with the
provisions of the Company's 1997 Employees Stock Purchase Plan (the "Plan")
against payment of the consideration therefor as provided in the Plan and having
a value not less than the par value thereof, will be validly issued, fully paid,
and nonassessable.
In rendering the foregoing opinion, we have relied as to certain
factual matters upon certificates of officers of the Company and public
officials, and we have not independently checked or verified the accuracy of the
statements contained therein. In addition, our examination of matters of law
has been limited to the General Corporation Law of the State of Delaware and the
federal laws of the United States of America, in each case as in effect on the
date hereof.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Jones, Day, Reavis & Pogue
<PAGE>
EXHIBIT 23.1
------------
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) for the registration of 1,000,000 shares of its common stock
pertaining to the Michaels Stores, Inc. 1997 Employees Stock Purchase Plan of
our report dated March 12, 1997, with respect to the consolidated financial
statements of Michaels Stores, Inc. incorporated by reference in its Annual
Report (Form 10-K) for the year ended February 1, 1997, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
--------------------------------------
Ernst & Young LLP
Dallas, Texas
June 12, 1997
<PAGE>
EXHIBIT 99.1
------------
MICHAELS STORES, INC.
1997 EMPLOYEES STOCK PURCHASE PLAN
The purpose of this 1997 Employees Stock Purchase Plan (the "Plan") is to
provide employees of Michaels Stores, Inc. (the "Company") a continued
opportunity to purchase shares of the Company's common stock, par value $0.10
per share (the "Common Stock"), through quarterly offerings to be made on each
consecutive February 1, May 1, August 1, and November 1. This Plan will become
effective on the date the Company's current Employees Stock Purchase Plan
terminates (the "Effective Date"). One million (1,000,000) shares of Common
Stock in the aggregate have been approved for this purpose.
1. ADMINISTRATION. The Plan will be administered by a Committee
appointed by the Board of Directors of the Company, consisting of at least two
of its members. The Committee will have authority to make rules and regulations
for the administration of the Plan. The Committee's interpretations and
decisions with regard to the Plan shall be final and conclusive.
2. ELIGIBILITY. Employees of the Company and, at the discretion of the
Committee, employees of one or more subsidiaries of the Company, will be
eligible to participate in the Plan, in accordance with such rules as may be
prescribed from time to time, which rules, however, shall neither permit nor
deny participation in the Plan contrary to the requirements of Section 423(b) of
the Internal Revenue Code of 1986, as amended (the "Code"), and regulations
promulgated thereunder. No employee may be granted an option if such employee,
immediately after the option is granted, owns 5% or more of the total combined
voting power or value of the stock of the Company or any subsidiary. For
purposes of the preceding sentence, the rules of Section 424(d) of the Code
shall apply in determining the stock ownership of an employee, and stock which
the employee may purchase under outstanding options shall be treated as stock
owned by the employee.
3. OFFERINGS. The Company will make one or more quarterly offerings to
employees to purchase stock under the Plan. The effective date of each offering
shall be the first day of each quarter beginning each February 1, May 1,
August 1, and November 1 during the term of the Plan. Each offering period
shall last three months. The measure of an employee's participation in an
offering will be based on (i) a percentage of the amounts received as
compensation by the participating employee during the offering period (or during
such portion thereof as an employee may elect to participate), plus (ii) an
elective amount of up to $1,000.00.
4. PARTICIPATION. An employee eligible on the effective date of any
offering may participate in such offering at any time by completing and
forwarding a payroll deduction authorization form to the appropriate payroll
location. The form will authorize a regular payroll deduction from the
employee's compensation, and must specify the date on which such deduction is to
commence, which may not be retroactive.
In addition, an eligible employee on the effective date of any offering may
elect to participate in the offering by contributing to his or her account (as
defined in Section 5) all or a portion of the elective amount (which shall not
exceed $1,000.00 during any offering period). Such eligible employee shall
notify the Company of such election in writing prior to the beginning of the
last day of the offering period. Such election to contribute all or a portion
of the elective amount shall be effective as of the later of the receipt of
notice by the Company or the receipt of the contribution.
5. MAINTENANCE OF ACCOUNTS; PAYROLL DEDUCTIONS. The Company will
maintain accounts for all participating employees. With respect to any offering
made under the Plan, an employee may authorize a payroll deduction in terms of
whole number percentages up to a maximum of 10% of the basic or regular rate of
compensation an employee receives during the offering period (or during such
portion thereof as an employee may elect to participate). Payroll deductions
will be credited to an employee's account as of the last day of such payroll
period.
<PAGE>
An employee may at any time increase or decrease the employee's payroll
deduction by filing a new payroll deduction authorization form. The change may
not become effective sooner than the next pay period after receipt of the form.
A payroll deduction may be increased only once and reduced only once during any
offering period.
In the event an employee elects to participate in an offering by
contributing to his or her account, such contribution must be received by the
Company from the participating employee during the offering period prior to the
beginning of the last day of the offering period (at which time the amount
received will be credited to the employee's account).
6. LIMIT ON SIZE OF OPTION. No employee may be granted an option which
permits his or her rights to purchase stock under the Plan, and any other stock
purchase plan of the Company and its subsidiaries, to accrue at a rate which
exceeds $25,000 of the fair market value of such stock (determined at the
effective date of the offering) for each calendar year in which the option is
outstanding at any time.
7. PURCHASE OF SHARES. Each employee participating in any offering under
the Plan will be granted an option, upon the effective date of such offering,
for as many shares of Common Stock as the participating employee may elect to
purchase with the following amounts:
(a) up to 10% of the basic or regular rate of compensation received
during the specified offering period (or during such portion thereof as an
employee may elect to participate), to be paid by payroll deductions during
such period;
(b) an elective amount paid by the participating employee into his or
her account of up to $1,000.00; and
(c) the balance, if any, carried forward from the employee's account
for the preceding offering period pursuant to the final paragraph of this
Section 7.
The purchase price for each share purchased will be 85% of the average
market price on the last day of a month when there are sufficient funds in the
employee's account to purchase one or more full shares. As of the last day of a
month during any offering, the account of each participant employee shall be
totaled. If such account contains sufficient funds to purchase one or more full
shares as of that date, the employee shall be deemed to have exercised an option
to purchase such share or shares at such price; the employee's account shall be
charged for the amount of purchase; and the ownership of such share or shares
shall be appropriately evidenced on the books of the Company. Subsequent shares
covered by the employee's option will be purchased in the same manner, whenever
sufficient funds have again accrued in the employee's account.
A participating employee may not purchase a share under any offering beyond
the end of the offering period with respect thereto. Any balance remaining in
an employee's account at the end of an offering period will be carried forward
into the employee's account for the following offering period. In no event will
the balance carried forward be equal to or greater than the purchase price of
one share on the last day of the offering period.
8. WITHDRAWAL FROM OFFERING. An employee may at any time and for any
reason withdraw from participation in an offering, and thereby draw out the
balance accumulated in the employee's account. The employee may thereafter
begin participation again only once during the remainder of the offering period.
Withdrawals from an employee's account are not permitted unless the employee
withdraws from an offering. Partial withdrawals from the employee's account
will not be permitted.
9. ISSUANCE OF CERTIFICATES. The Company will issue or cause its
transfer agent to issue to Plan participants certificates representing shares of
Common Stock purchased by such Plan participant upon written request.
10. REGISTRATION OF CERTIFICATES. Certificates may be registered only in
the name of the employee, or, if the employee so indicates on the employee's
payroll deduction authorization form, in the employee's name jointly with a
member of the employee's family, with right of survivorship. An employee who is
a resident of a jurisdiction
2
<PAGE>
which does not recognize such a joint tenancy may have certificates registered
in the employee's name as tenant in common or as community property with a
member of the employee's family, without right of survivorship.
11. DEFINITIONS. The phrase "average market price" means the average of
the high and low sale prices of Common Stock on a given day, or if no sales of
Common Stock were made on that day, the average of the high and low sale prices
of Common Stock on the next preceding day on which sales were made, as reported
by NASDAQ/NMS or, if the Common Stock is no longer listed for trading in
NASDAQ/NMS, the principal domestic securities exchange on which the Common Stock
is then listed for trading. The term "subsidiary" means a subsidiary of the
Company within the meaning of Section 424(f) of the Code and the regulations
promulgated thereunder.
12. RIGHTS AS A STOCKHOLDER. None of the rights or privileges of a
stockholder of the Company shall exist with respect to shares purchased under
the Plan unless and until such full shares shall have been appropriately
evidenced on the books of the Company.
13. RIGHTS ON RETIREMENT, DEATH, OR TERMINATION OF EMPLOYMENT. In the
event of a participating employee's retirement, death, or termination of
employment ("ineligibility"), no payroll deduction shall be taken from any pay
due and owing to the employee once ineligible, and the employee's account shall
be paid to the employee or, in the event of the employee's death, to the
employee's estate.
14. RIGHTS NOT TRANSFERABLE. Rights under the Plan or under an offering
are not transferable by a participant employee other than by will or the laws of
descent and distribution, and are exercisable during the employee's lifetime
only by the employee.
15. APPLICATION OF FUNDS. All funds received or held by the Company under
the Plan may be used for any corporate purpose.
16. ADJUSTMENT IN CASE OF CHANGES AFFECTING COMMON STOCK. In the event of
a subdivision of outstanding shares, or the payment of a stock dividend, the
number of shares approved for the Plan shall be increased proportionately, and
such other adjustment shall be made as may be deemed equitable by the Board of
Directors. In the event of any other change affecting Common Stock, such
adjustment shall be made as may be deemed equitable by the Board of Directors to
give proper effect to such event.
17. AMENDMENT OF THE PLAN. The Board of Directors may at any time, or
from time to time, amend the Plan in any respect, except that, without the
approval of the stockholders of the Company not later than 12 months after the
date of approval of such amendment by the Board of Directors, no amendment shall
be effective if it would (a) increase or decrease the number of shares approved
for the Plan (other than as provided in Section 16) or (b) change the
designation of subsidiaries eligible to participate in the Plan.
18. TERMINATION OF THE PLAN. The Plan and all rights of employees under
any offering hereunder shall terminate:
(a) On the day that participating employees become entitled to
purchase a number of shares equal to or greater than the number of shares
remaining available for purchase under the Plan, unless extended by the
Board; or
(b) at any time, at the discretion of the Board of Directors.
If on the day the Plan terminates participating employees are entitled to
purchase a number of shares greater than the number of shares remaining
available for purchase under the Plan, the available shares shall be allocated
by the Committee among such participating employees in such manner as it deems
fair. Upon termination of the Plan, all amounts in the accounts of
participating employees shall be carried forward into the employee's payroll
deduction account under a successor plan, if any, or promptly refunded.
3
<PAGE>
19. GOVERNMENTAL REGULATIONS. The Company's obligation to sell and
deliver Common Stock under the Plan is subject to the approval of any
governmental authority required in connection with the authorization, issuance,
or sale of such stock.
4
