<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.
STOCK OPTION AGREEMENT,
DATED JUNE 6, 1997,
BETWEEN MICHAELS STORES, INC. AND R. MICHAEL ROULEAU
(Full title of the plan)
R. MICHAEL ROULEAU
President and 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
<TABLE>
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
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)
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$0.10 per share .......... 300,000 $12.50 $3,750,000 $1,137
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
</TABLE>
1. Represents shares issuable upon exercise of options granted under a
Stock Option Agreement, dated June 6, 1997 (the "Agreement"), between
Michaels Stores, Inc. and R. Michael Rouleau, the President and Chief
Executive Officer of the Company. Pursuant to Rule 416, there are
also registered hereunder such indeterminate number of additional
shares as may become subject to awards under the Agreement as a result
of the antidilution provisions contained therein.
2. The registration fee with respect to these shares has been computed in
accordance with paragraph (h) of Rule 457, based upon the stated
exercise price of the options granted under the Agreement.
<PAGE>
EXPLANATORY NOTE
The information called for by Part I of Form S-8 is included in the
description of the Michaels Stores, Inc. Stock Option Agreement, dated June 6,
1997 (the "Agreement"), between Michaels Stores, Inc. (the "Company") and
R. Michael Rouleau, to be delivered to persons purchasing shares pursuant to
the Agreement. 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 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.
II-1
<PAGE>
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.
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. Stock Option Agreement, dated June 6, 1997,
between the Company and R. Michael Rouleau. (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
----------------------------------
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
Sam Wyly Board of Directors
/s/ Charles J. Wyly, Jr.
- ------------------------ Vice Chairman of the June 17, 1997
Charles J. Wyly, Jr. Board of Directors
/s/ R. Michael Rouleau
- ------------------------ President and June 17, 1997
R. Michael Rouleau Chief Executive Officer
(Principal Executive Officer)
/s/ Bryan M. DeCordova
- ------------------------ Executive Vice President - June 17, 1997
Bryan M. DeCordova Chief Financial Officer
(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 Vice
Donald R. Miller, Jr. President - Market Development June 17, 1997
/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
- ------------------------ Director June 17, 1997
Richard E. Hanlon
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. Stock Option Agreement, dated June 6, 1997,
between the Company and R. Michael Rouleau. (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 300,000 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 300,000
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 Stock Option Agreement, dated June 6,
1997 (the "Agreement"), between the Company and R. Michael Rouleau against
payment of the consideration therefor as provided in the Agreement 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 300,000 shares of its common stock pertaining
to the Stock Option Agreement between Michaels Stores, Inc. and R. Michael
Rouleau 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>
MICHAELS STORES, INC.
STOCK OPTION AGREEMENT
This Stock Option Agreement (the "Agreement") is entered into by and
between Michaels Stores, Inc., a Delaware corporation (the "Company"), and R.
Michael Rouleau, an employee or other advisor of the Company or one of its
subsidiaries (the "Participant"). The Company and the Participant agree as
follows:
1. GRANT OF OPTION. Pursuant to a duly adopted resolution of the Board
of Directors of the Company (the "Board"), the Company grants to the Participant
an option (an "Option") to purchase from the Company a total of 500,000 shares
of the Company's Common Stock, par value $.10 per share ("Common Stock"), at an
exercise price per share of $12.50 (the "Exercise Price"), in the amounts,
during the periods and upon the terms and conditions set forth herein. The date
of grant of the Option is April 2, 1996. The Exercise Price reflects the fair
market value of Common Stock on March 4, 1996, the date on which the Company
agreed to grant the Option to Participant in connection with his employment with
the Company.
2. TIME OF EXERCISE. Subject to the other terms hereof, the Option may
be exercised, in whole or in part, according to the following schedule:
Percentage Exercisable Date
---------------------- ----
40% April 2, 1996
20% April 2, 1997
20% April 2, 1998
20% April 2, 1999
The unexercised portion of the Option from one period may be carried over to a
subsequent period or periods and the right of the Participant to exercise the
Option as to such unexercised portion will continue for the entire term. In no
event may the Option be exercised in whole or in part, however, after the
expiration of the term described in Section 3 below.
3. TERM. Subject to the other terms hereof, the Option and all rights
incident thereto will terminate on April 1, 2000.
4. RESTRICTIONS ON EXERCISE. The Option:
(a) May be exercised only with respect to full shares and no
fractional shares of Common Stock will be issued upon exercise of the Option;
and
<PAGE>
(b) May be exercised in whole or in part, but no certificates
representing shares subject to the Option will be delivered if any requisite
registration with, clearance by, or consent, approval or authorization of, any
governmental authority of any kind having jurisdiction over the exercise of the
Option, or issuance of securities upon such exercise, has not been taken or
secured.
5. MANNER OF EXERCISE. The Option may be exercised by written notice to
the Company of the number of shares being purchased and the aggregate Exercise
Price to be paid, accompanied by the following:
(a) (i) Full payment of the aggregate Exercise Price in United States
Dollars, or in shares of Common Stock then owned by the Participant, or in any
other form of valid consideration, (ii) a copy of irrevocable instructions from
the Participant to a broker or dealer, reasonably acceptable to the Company, to
sell certain of the shares purchased upon exercise of the Option or pledge them
as collateral for a loan and promptly deliver to the Company the amount of sale
or loan proceeds necessary to pay the aggregate Exercise Price, or (iii) a
combination of any of the foregoing as required by the Board in its discretion;
and
(b) An undertaking to furnish or execute such documents as the
Company in its discretion deems necessary (i) to evidence such exercise of the
Option, (ii) to determine whether registration is then required under the
Securities Act of 1933, as then in effect and (iii) to comply with or satisfy
the requirements of the Securities Act of 1933, or any other federal, state or
local law, as then in effect.
If Common Stock is to constitute all or any portion of the Exercise Price, it
will be valued at its fair market value, as determined by the Board on the basis
of such factors as the Board deems appropriate; provided that if at the time the
determination of fair market value is made, the shares of Common Stock are
admitted to trading on a national securities exchange for which sales prices are
regularly reported, the fair market value of the shares will not be less than
the lower of (i) the mean between the closing bid and asked prices reported for,
or (ii) the closing trade price of, the Common Stock on that exchange on the
date or most recent trading day preceding the date on which the Option is
exercised. For purposes of the preceding sentence, the term "national
securities exchange" will include without limitation the National Association of
Securities Dealers Automated Quotation System, the NASDAQ National Market System
and the over-the-counter market. Any federal, state or local taxes required to
be paid or withheld at the time of exercise will be paid or withheld in full
prior to any delivery of shares upon exercise. Upon due exercise of the Option,
the Company will issue such shares registered in the name of the person
exercising the Option or as directed by such person in writing reasonably
acceptable to the Company.
6. TRANSFERABILITY OF OPTION. This Option may be transferred by the
holder hereof upon five (5) days prior written notice to the Company.
2
<PAGE>
7. RIGHTS OF STOCKHOLDER. Neither the Participant nor any of the
Participant's beneficiaries will be deemed to have any rights as a stockholder
with respect to any shares covered by the Option until the issuance of a
certificate to the Participant for such shares.
8. CAPITAL ADJUSTMENTS. If the outstanding shares of Common Stock are
increased, decreased, changed into or exchanged for a different number or kind
of shares or securities through merger, consolidation, combination, exchange of
shares, other reorganization, recapitalization, reclassification, stock
dividend, stock split or reverse stock split, an appropriate and proportionate
adjustment will be made changing the number or kind of shares allocated to
unexercised portions of the Option. Any such adjustment will be made without
change in the aggregate Exercise Price applicable to the unexercised portions of
the Option, but with a corresponding adjustment in the Exercise Price for each
share covered by such unexercised portions. Except as otherwise specifically
provided herein, no adjustment will be made for dividends or other rights for
which the record date is prior to the issuance of the certificate or
certificates representing shares issued pursuant to the Option.
9. RIGHTS IN EVENT OF DEATH OF PARTICIPANT. If the Participant dies
prior to termination of the Participant's rights to exercise the Option in
accordance with the provisions of this Agreement without having exercised the
Option as to all shares covered thereby, the Option may be fully exercised as to
the unexercised portion thereof and subject to all other conditions of this
Agreement by the Participant's estate or a person who acquired the right to
exercise the Option by bequest or inheritance or by reason of the death of the
Participant, provided the period during which the Option may be so exercised
will not continue beyond the expiration of the Option or one year from the date
of the Participant's death, whichever date first occurs.
10. STOCK PURCHASE FOR INVESTMENT. Unless the shares are covered by a
then current and effective registration statement under the Securities Act of
1933, as then in effect, the Participant, by accepting the Option, represents,
warrants, covenants and agrees on behalf of the Participant and the
Participant's transferees 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 the Option, the
person entitled to exercise the same will furnish evidence satisfactory to the
Company (including a written and signed representation) to the effect that the
shares are being acquired in good faith for investment and not for resale or
distribution. The Participant understands and agrees that all certificates
evidencing any of the shares purchased upon the exercise of the Option will bear
a legend, prominently stamped or printed thereon, reading substantially as
follows:
The shares represented by this certificate have not been
registered under the Securities Act of 1933, as amended (the "Act"),
or the securities law of any state (a "State Act"). The shares have
been acquired for investment and may not be transferred or otherwise
disposed of unless such shares are then registered under the Act and
any applicable State Act or
3
<PAGE>
the issuer has received an opinion of counsel, satisfactory to the
issuer, that such transfer does not require registration under the Act
or any State Act.
11. NOTICES. Each notice relating to this Agreement must be in writing
and delivered in person or by certified mail to the proper address. Each notice
will be deemed to have been given on the date it is received. Each notice to
the Company must be addressed to it at its principal office, now 8000 Bent
Branch Drive, Irving, Texas 75063, Attention: Secretary. Each notice to the
Participant or other person or persons then entitled to exercise the Option will
be addressed to the Participant or such other person or persons at the
Participant's address specified below. Anyone to whom a notice may be given
under this Agreement may designate a new address by notice to that effect.
12. NO OBLIGATION TO EXERCISE OPTION. This Agreement does not impose any
obligation upon the Participant to exercise the Option.
13. EMPLOYMENT. This Agreement does not confer upon the Participant any
right to be employed or to continue in the employ or service of the Company or
any of its subsidiaries, nor does it in any way interfere with the right of the
Company or any such subsidiary to terminate the employment or service of the
Participant at any time.
14. LAW GOVERNING. This Agreement is intended to be performed in the
State of Texas and is to be construed and enforced in accordance with and
governed by the internal laws of such State, except as to matters of corporate
law, which will be governed by the laws of the State of Delaware.
15. MULTIPLE COUNTERPARTS. This Agreement is executed simultaneously in
multiple counterparts, each of which is deemed an original, but all of which
together constitute one and the same instrument.
IN WITNESS WHEREOF, the Company and the Participant have executed this
Agreement as of the 6th day of June, 1997.
MICHAELS STORES, INC.
By:
---------------------------------
Title:
-----------------------------
PARTICIPANT:
- ----------------------
- ----------------------
Social Security Number
4
