<PAGE>
As filed with the Securities and Exchange Commission on February 12, 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.
AMENDED AND RESTATED 1994 NON-STATUTORY
STOCK OPTION 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
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 770,000 $12.77 $9,835,000 $2,981
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1. Represents shares issuable upon exercise of options granted under the
Michaels Stores, Inc. Amended and Restated 1994 Non-Statutory Stock Option
Plan (the "Plan"). Pursuant to Rule 416, there are also registered
hereunder such indeterminate number of additional shares as may become
subject to awards under 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, in the case
of options previously granted, the stated exercise price of such options,
and, in the case of options still available for grant, the average of the
reported high and low sale prices of shares of the Common Stock on the
Nasdaq National Market System on February 10, 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. Amended and Restated 1994 Non-Statutory
Stock Option Plan (the "Plan") to be delivered to persons purchasing 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
January 28, 1996 as amended by the Company's Form 10K/A (Amendment
No. 1) to such annual report;
(b) The Company's Prospectus, dated June 18, 1996, filed pursuant to rule
424(b) under the Securities Act of 1933, as amended (the "Securities
Act");
(c) The Company's Quarterly Reports on Form 10-Q for the periods ended
April 28, 1996, July 28, 1996 and October 28, 1996;
(d) The Company's Current Reports on Form 8-K dated June 20, 1996,
September 30, 1996 and January 22, 1997; and
(e) 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.
II-1
<PAGE>
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 4.2 to this Registration
Statement, which provides for indemnification of directors and officers.
Reference is made to Article IX of the Company's amended Bylaws, which
provides for indemnification of directors and officers.
In addition, 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
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 Form of Common Stock Certificate. (1)
4.2 Restated Certificate of Incorporation of the Registrant. (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. Amended and Restated 1994 Non-Statutory Stock
Option Plan (3)
_______________
(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 Registration Statement
on Form S-8 (No. 33-54726) 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 February 12, 1997.
MICHAELS STORES, INC.
By: /s/ SAM WYLY
----------------------------------
Sam Wyly
Chairman of the Board
Each person whose signature appears below authorizes R. Don Morris 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.
<TABLE>
SIGNATURES TITLE
---------- -----
<S> <C> <C>
/s/ SAM WYLY
- --------------------------- Chairman of the February 12, 1997
Sam Wyly Board of Directors
/s/ CHARLES J. WYLY, JR.
- --------------------------- Vice Chairman of the February 12, 1997
Charles J. Wyly, Jr. Board of Directors
/s/ R. MICHAEL ROULEAU
- --------------------------- Chief Executive Officer February 12, 1997
R. Michael Rouleau (Principal Executive Officer)
/s/ R. DON MORRIS Executive Vice President and February 12, 1997
- --------------------------- Chief Financial Officer
R. Don Morris (Principal Financial and Accounting Officer)
/s/ EVAN A. WYLY
- --------------------------- Vice President and Director February 12, 1997
Evan A. Wyly
/s/ DONALD R. MILLER, JR.
- --------------------------- Vice President and Director February 12, 1997
Donald R. Miller, Jr.
- --------------------------- Director February ___, 1997
Michael C. French
- --------------------------- Director February ___, 1997
Dr. F. Jay Taylor
- --------------------------- Director February ___, 1997
Richard E. Hanlon
</TABLE>
II-4
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------ ----------------------
4.1 Form of Common Stock Certificate. (1)
4.2 Restated Certificate of Incorporation of the Registrant. (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. Amended and Restated 1994 Non-Statutory Stock
Option Plan (3)
- ---------------
(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 Registration Statement
on Form S-8 (No. 33-54726) 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
February 12, 1997
Michaels Stores, Inc.
8000 Bent Branch Drive
Irving, Texas 75063
Re: REGISTRATION ON FORM S-8 OF 770,000 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 770,000
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 Amended and Restated 1994 Non-Statutory Stock Option
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
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) pertaining to the Michaels Stores, Inc. Amended and Restated 1994
Non-Statutory Stock Option Plan of our report dated March 6, 1996, with respect
to the consolidated financial statements of Michaels Stores, Inc. included in
its Annual Report (Form 10-K) for the year ended January 28, 1996, filed with
the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
----------------------------------
Ernst & Young LLP
Dallas, Texas
February 5, 1997
<PAGE>
EXHIBIT 99.1
MICHAELS STORES, INC.
AMENDED AND RESTATED
1994 NON-STATUTORY STOCK OPTION PLAN
1. PURPOSE. The purpose of the 1994 Non-Statutory Stock Option Plan, as
amended and restated, 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 shall be administered by the Board of
Directors of the Company (the "Board of Directors" or "Board") and a committee
of two or more members of the Board (the "Committee"). All of the members of
the Committee are intended at all times to qualify as "outside directors" within
the meaning of Section 162(m) of the Internal Revenue Code of 1986, as in effect
from time to time (the "Code") and as "Non-Employee Directors" within the
meaning of Rule 16b-3 under Section 16 of the Securities Exchange Act of 1934,
as amended; provided however, that the failure of a member of the Committee to
so qualify shall not be deemed to invalidate any Option granted by the
Committee.
The Board and the Committee shall have full and final authority and
discretion, 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 provisions of 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; to modify or amend any Option
agreement or waive any conditions or restrictions applicable to any Option or
the exercise thereof (provided, however, any amendment, modification or waiver
that adversely affects any Participant (as defined in Section 3) will require
the consent of the affected Participant); and to make all other determinations
necessary or advisable for the administration of the Plan.
Any determination or interpretation by the Board or the Committee, as
applicable, made pursuant to this Section 2 will be final and conclusive;
provided, that in the event the Committee and the Board shall disagree with
respect to such interpretation or determination, the Board's interpretation or
determination shall be final and conclusive.
Notwithstanding any provision of the Plan to the contrary, the Committee
will have the exclusive authority and discretion to take any action required or
permitted to be taken under the provisions of Sections 2,
<PAGE>
4 and 14 with respect to Options granted under the Plan that are intended to
comply with the requirements of Section 162(m) of the Code.
3. PARTICIPANTS. The Board or 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 Board or
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, 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 Board or the Committee, as
applicable, but subject to and not more favorable than the terms of the Plan.
The Board or the Committee, as applicable, may from time to time require
additional terms which the Board or the Committee, as applicable, deems
necessary or advisable. The Company shall execute stock option agreements upon
instruction from the Board or the Committee, as applicable.
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 Board or the Committee, as
applicable, 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 Board or the Committee, as applicable, 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
Board or the Committee, as applicable, 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.
-2-
<PAGE>
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 Board or
the Committee, as applicable, 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 Board or the
Committee, as applicable, 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 Board or the Committee,
as applicable, may provide in each Option agreement for the circumstances under
which Options granted hereunder may terminate for any reason that the Board or
the Committee, as applicable, 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-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 OR PROCEEDS. The proceeds derived from the sale of stock pursuant
to Options granted under the Plan shall constitute general funds of the Company.
MICHAELS STORES, INC.
Dated: As of September 17, 1996 By: /s/ R. Michael Rouleau
------------------------------
R. Michael Rouleau
CHIEF EXECUTIVE OFFICER
-3-
