As filed with the Securities and Exchange Commission on January 22, 2015
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE MICHAELS COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Delaware |
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5945 |
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37-1737959 |
(State or other jurisdiction of |
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(Primary standard industrial |
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(I.R.S. employer |
8000 Bent Branch Drive
Irving, Texas 75063
Telephone: (972) 409-1300
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Charles M. Sonsteby
Chief Administrative Officer and Chief Financial Officer
8000 Bent Branch Drive
Irving, Texas 75063
Telephone: (972) 409-1300
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
David A. Fine |
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Michael J. Veitenheimer |
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D. Rhett Brandon |
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this registration statement becomes effective.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-201444
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one).
Large accelerated filer o |
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Accelerated filer o |
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Non-accelerated filer x |
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Smaller reporting company o |
CALCULATION OF REGISTRATION FEE
Title of each class of |
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Amount |
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Proposed maximum |
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Proposed maximum |
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Amount of |
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Common Stock, |
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3,220,000 |
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$ |
23.52 |
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$ |
75,734,400 |
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$ |
8,801 |
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(1) Represents only the additional number of shares being registered and includes 420,000 shares of common stock issuable upon exercise of the underwriters option to purchase additional shares. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-201444).
(2) Calculated solely for purposes of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended.
The Registration Statement shall become effective upon filing in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.
Explanatory note and incorporation by reference
This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the Securities Act). The contents of the Registration Statement on Form S-1 (File No. 333-201444) filed by The Michaels Companies, Inc. with the Securities and Exchange Commission (the Commission) pursuant to the Securities Act, as amended on January 20, 2015, which was declared effective by the Commission on January 22, 2015, are incorporated by reference into this Registration Statement.
The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith or incorporated herein by reference in accordance with Rule 439(b) of the Securities Act.
Signatures
Pursuant to the requirements of the Securities Act, the registrant 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 22nd day of January, 2015.
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The Michaels Companies, Inc. | |
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By: |
/s/ CARL S. RUBIN |
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Name: |
Carl S. Rubin |
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Title: |
Chief Executive Officer |
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 dates indicated.
Signature |
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Title |
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Date |
/s/ CARL S. RUBIN |
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Director and Chief Executive Officer |
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January 22, 2015 |
Carl S. Rubin |
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/s/ CHARLES M. SONSTEBY |
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Chief Administrative Officer and |
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January 22, 2015 |
Charles M. Sonsteby |
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/s/ MICHAEL J. VEITENHEIMER |
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Senior Vice PresidentGeneral |
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January 22, 2015 |
Michael J. Veitenheimer |
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Counsel and Secretary |
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/s/ JAMES E. SULLIVAN |
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Vice PresidentChief Accounting |
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January 22, 2015 |
James E. Sullivan |
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(Principal Accounting Officer) |
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* |
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Director |
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January 22, 2015 |
Joshua Bekenstein |
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Director |
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January 22, 2015 |
Todd M. Cook |
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* |
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Nadim El Gabbani |
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Director |
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January 22, 2015 |
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* |
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Lewis S. Klessel |
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Director |
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January 22, 2015 |
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* |
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Matthew S. Levin |
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Director |
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January 22, 2015 |
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John J. Mahoney |
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Director |
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January 22, 2015 |
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* |
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James A. Quella |
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Director |
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January 22, 2015 |
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* |
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Beryl B. Raff |
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Director |
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January 22, 2015 |
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* |
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Peter F. Wallace |
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Director |
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January 22, 2015 |
By: |
/s/ CHARLES M. SONSTEBY |
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Charles M. Sonsteby |
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Attorney-in-fact |
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Date: January 22, 2015
Exhibit list
Exhibit no. |
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Description |
5.1 |
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Opinion of Ropes & Gray LLP |
23.1 |
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Consent of Ernst & Young LLP |
23.2 |
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Consent of Ropes & Gray LLP (included in the opinion filed as Exhibit 5.1) |
24.1 |
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Powers of Attorney (previously filed on the signature page to the Registrants Registration Statement on Form S-1, Registration No. 333-201444, and incorporated by reference herein) |
Exhibit 5.1
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ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM |
January 22, 2015
The Michaels Companies, Inc.
8000 Bent Branch Drive
Irving, Texas 75063
Ladies and Gentlemen:
We have acted as counsel to The Michaels Companies, Inc., a Delaware corporation (the Company), in connection with the Registration Statement on Form S-1 (the Registration Statement) filed by the Company with the Securities and Exchange Commission (the Commission) on January 22, 2015, under the Securities Act of 1933, as amended (the Securities Act), for the registration of up to 3,220,000 shares of the common stock, $0.067751 par value per share (Common Stock), of the Company. The shares of Common Stock to be registered pursuant to the Registration Statement (the Shares) are being offered by certain selling stockholders. The Shares are proposed to be sold pursuant to an underwriting agreement (the Underwriting Agreement) to be entered into among the Company, the selling stockholders party thereto and J.P. Morgan Securities LLC and Goldman, Sachs & Co., on behalf of the underwriters named therein.
In connection with this opinion letter, we have examined such certificates, documents and records and have made such investigation of fact and such examination of law as we have deemed appropriate in order to enable us to render the opinions set forth herein. In conducting such investigation, we have relied, without independent verification, upon certificates of officers of the Company, public officials and other appropriate persons.
The opinions expressed below are limited to the Delaware General Corporation Law.
Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and are validly issued, fully paid and non-assessable.
We hereby consent to your filing this opinion as an exhibit to the Registration Statement and to the use of our name therein and in the related prospectus under the caption Legal matters. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Sections 7 of the Securities Act or the rules and regulations of the Commission thereunder.
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Very truly yours, |
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/s/ Ropes & Gray LLP |
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Ropes & Gray LLP |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement on Form S-1 filed pursuant to Rule 462(b) of the Securities Act of 1933 of the reference to our firm under the caption Experts and to the incorporation by reference of our report dated May 1, 2014 (except Note 17, as to which the date is June 9, 2014), with respect to the consolidated financial statements of The Michaels Companies, Inc. included in Amendment No. 1 of Registration Statement (Form S-1 No. 333-201444) and related Prospectus of The Michaels Companies, Inc. for the registration of its common stock.
/s/ Ernst & Young LLP |
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Dallas, TX |
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January 22, 2015 |
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