-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UiyxoQvH+cloryH1F0J2JxZHSQl9E4tANlfp3e0HQOvc7MbAt2unSP5fq59CG+zB 5F0jT6TceMplX8M7Kc7n4g== 0000912057-02-003753.txt : 20020414 0000912057-02-003753.hdr.sgml : 20020414 ACCESSION NUMBER: 0000912057-02-003753 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20011205 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MICHAELS STORES INC CENTRAL INDEX KEY: 0000740670 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-HOBBY, TOY & GAME SHOPS [5945] IRS NUMBER: 751943604 STATE OF INCORPORATION: DE FISCAL YEAR END: 0201 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09338 FILM NUMBER: 02525216 BUSINESS ADDRESS: STREET 1: 8000 BENT BRANCH DR STREET 2: PO BOX 619566 CITY: IRVING STATE: TX ZIP: 75063 BUSINESS PHONE: 2147147000 MAIL ADDRESS: STREET 1: PO BOX 619566 CITY: DFW STATE: TX ZIP: 75261 8-K 1 a2069265z8-k.txt 8-K ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): DECEMBER 5, 2001 MICHAELS STORES, INC. (Exact Name of Registrant as Specified in its Charter) DELAWARE 0-11822 75-1943604 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 8000 BENT BRANCH DRIVE IRVING, TEXAS 75063-6041 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (972) 409-1300 ================================================================================ ITEM 5. OTHER EVENTS. On December 5, 2001, Michaels Stores, Inc. filed a Form 8-A for Registration of Certain Classes of Securities Pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 in connection with the listing of its common stock on the New York Stock Exchange. The description of the common stock of Michaels Stores, Inc. contained in such Form 8-A is filed hereto as Exhibit 99.1 and incorporated herein by reference. Effective February 1, 2002, Michaels Stores, Inc. amended and restated its 1997 Employees Stock Purchase Plan. A copy of the Michaels Stores, Inc. Amended and Restated 1997 Employees Stock Purchase Plan is filed hereto as Exhibit 99.2. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) EXHIBITS:
Exhibit Number Description ------- ----------- 99.1 Description of common stock of Michaels Stores, Inc. contained in Form 8-A for Registration of Certain Classes of Securities Pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 (Commission File No. 001-09338, filed December 5, 2001). 99.2 Michaels Stores, Inc. Amended and Restated 1997 Employees Stock Purchase Plan.
2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MICHAELS STORES, INC. By: /s/ Bryan M. DeCordova -------------------------------------- Name: Bryan M. DeCordova Title: Executive Vice President-- Chief Financial Officer Date: February 1, 2002 3 INDEX TO EXHIBITS Exhibit Number Description - ------- ----------- 99.1 Description of common stock of Michaels Stores, Inc. contained in Form 8-A for Registration of Certain Classes of Securities Pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 (Commission File No. 001-09338, filed December 5, 2001). 99.2 Michaels Stores, Inc. Amended and Restated 1997 Employees Stock Purchase Plan. EX-99.1 3 a2069265zex-99_1.txt EXHIBIT 99.1 Exhibit 99.1 DESCRIPTION OF SECURITIES TO BE REGISTERED CONTAINED IN FORM 8-A, FILED DECEMBER 5, 2001 This registration statement relates to the registration of common stock, par value $.10 per share, of Michaels Stores, Inc., a Delaware corporation ("Michaels"), pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended. The common stock is expected to be listed on the New York Stock Exchange. As of the date of filing of this registration statement, shares of common stock are quoted on The Nasdaq Stock Market, Inc.'s National Market System ("Nasdaq"), under the ticker symbol "MIKE". Upon the commencement of trading of the common stock on the New York Stock Exchange, Michaels intends to withdraw its inclusion of the common stock on Nasdaq. Michaels is authorized to issue 2,000,000 shares of preferred stock, par value $.10 per share, and 150,000,000 shares of common stock, par value $.10 per share. No shares of preferred stock are outstanding. As of November 27, 2001, there were 65,630,944 outstanding shares of common stock held of record by 597 stockholders and outstanding options to purchase 8,316,813 shares of common stock. The outstanding shares of common stock are fully paid and nonassessable. COMMON STOCK Holders of common stock are entitled to one vote per share on all matters submitted to a vote of stockholders. Holders of common stock are entitled to receive proportionately any dividends that may be declared by the board of directors, subject to any preferential dividend rights of outstanding preferred stock. However, the terms of agreements governing our outstanding indebtedness restrict us from making dividend payments unless specified financial requirements are met. PREFERRED STOCK The board of directors has the authority, without action by the stockholders, but within the limitations and restrictions in our certificate of incorporation, to issue preferred stock from time to time in one or more series. The board of directors may also fix for each series the number of shares, designation, rights, preferences, priorities and restrictions for each series of preferred stock, including dividend rights, voting rights, repurchase or redemption rights and any liquidation preferences. The issuance of preferred stock could adversely affect the voting and other rights of the holders of common stock. PROVISIONS OF OUR CERTIFICATE OF INCORPORATION, OUR BYLAWS AND DELAWARE LAW Some provisions of our certificate of incorporation and bylaws and Delaware law may have an anti-takeover effect and delay, defer or prevent a tender offer or takeover attempt that a stockholder may consider in its best interest, including those attempts that might result in a premium over the market price for the shares held by stockholders. BOARD OF DIRECTORS, REMOVAL OF DIRECTORS AND FILLING VACANCIES IN DIRECTORSHIPS Our certificate of incorporation provides that each director shall serve on the board of directors for a one-year term. Generally, any director may be removed either for or without cause by a vote of the holders of a majority of our voting securities entitled to vote. In addition, our certificate of incorporation provides that if any person controls 5% or more of our common stock, then any director may be removed either for or without cause, at any special meeting of the stockholders by the affirmative vote of the holders of at least two-thirds of our voting securities entitled to vote. Under our certificate of incorporation, any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled by the vote of a majority of our directors then in office. NO CUMULATIVE VOTING Our certificate of incorporation expressly denies stockholders the right to cumulate votes in the election of directors. As a result, the holders of a majority of the shares entitled to vote at any meeting at which a quorum is present can elect all directors standing for election. Our bylaws provide that the directors shall be elected by plurality vote at the annual meeting of the stockholders, except as may be provided from time to time in our certificate of incorporation (or in the case of vacancies as described above). STOCKHOLDER ACTION AND SPECIAL MEETING OF STOCKHOLDERS Our bylaws provide that special meetings of the stockholders may only be called by our board of directors, unless otherwise prescribed by the General Corporation Law of the State of Delaware (the "DGCL") or our certificate of incorporation or bylaws. The business permitted to be conducted at any such meeting will be limited to that business brought before the meeting that is specified in the notice of the meeting or that is otherwise properly brought before the meeting by the presiding officer or by or at the direction of a majority of our board of directors. ADVANCE NOTICE REQUIREMENTS FOR STOCKHOLDER PROPOSALS Our bylaws provide that stockholders seeking to bring business before an annual meeting of stockholders must provide timely notice in writing. To be timely, a stockholder's notice must be delivered to or mailed and received at our principal executive offices not less than 60 days nor more than 90 days prior to the date on which we first mailed our proxy materials for the prior year's annual meeting of stockholders, except that if the annual meeting is called for a date that is not within 30 days before or after the anniversary of the prior year's annual meeting, notice by the stockholder, in order to be timely, must be received not later than the close of business on the tenth day following the date on which public announcement was first made of the date of the annual meeting. Our bylaws also specify requirements as to the form and content of a stockholder's notice. These provisions may preclude stockholders from bringing matters before an annual meeting of stockholders. ADVANCE NOTICE REQUIREMENTS FOR DIRECTOR NOMINATIONS Our certificate of incorporation provides that stockholders seeking to nominate candidates for election as directors at an annual meeting of stockholders must provide timely notice in writing. To be timely, a stockholder's notice must be delivered or mailed to the Secretary of Michaels not less than 14 days nor more than 50 days prior to any meeting called for the election of directors, except that if less than 21 days' notice of the meeting was given to stockholders, notice by the stockholder in order to be timely must be delivered or mailed to the Secretary of Michaels not later than the close of the seventh day following the day on which notice of the meeting was mailed to stockholders. Our certificate of incorporation also specifies requirements as to the form and content of a stockholder's notice. These provisions may preclude stockholders from making nominations for directors at an annual meeting of stockholders. AUTHORIZED BUT UNISSUED SHARES Authorized but unissued shares of common stock and preferred stock under our certificate of incorporation will be available for future issuance without stockholder approval. These additional shares may be used for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence of authorized but unissued shares of common stock and preferred stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise. GENERAL VOTING REQUIREMENTS Our bylaws provide that, when a quorum is present at any meeting of stockholders, the vote of the holders of a majority of the shares which have voting power present in person or represented by proxy at the meeting and which have actually voted shall decide any questions brought before the meeting, unless the DGCL, our certificate of incorporation or our bylaws require a different vote. Shares which abstain, by proxy or in person, in the vote on any decision, shares represented by proxy which withholds authority to vote for, against or with respect to such decision and shares held of record by a broker or other nominee with respect to which such broker or nominee does not have authority to vote such shares on such question will not be considered to have been actually voted. SUPERMAJORITY VOTE REQUIREMENTS Delaware law provides generally that the affirmative vote of a majority of the shares entitled to vote on any matter is required to amend a corporation's certificate of incorporation, unless a corporation's certificate of incorporation or bylaws requires a greater percentage. If any person controls 5% or more of our common stock, our certificate of incorporation requires the favorable vote of the holders of at least two-thirds of our common stock entitled to vote on the matter to remove any director or to approve specified transactions, including a merger or a sale of substantially all of our assets, with the person controlling 5% or more of our common stock. Additionally, our certificate of incorporation requires the affirmative vote of the holders of at least two-thirds of our common stock entitled to vote on the matter to approve any transaction designed to decrease the number of holders of our common stock remaining after any person has acquired beneficial ownership of 5% or more of our common stock. However, the supermajority voting provisions relating to approval of the transactions do not apply if our board of directors approved the transaction before the person acquired control or became the beneficial owner of 5% or more of our common stock. Finally, if any person has control or is the beneficial owner of 5% or more of our common stock, the provisions in our certificate of incorporation relating to the approval of the transactions described above may be amended or repealed only by the favorable vote of the holders of at least two-thirds of the common stock entitled to vote on the matter. PREEMPTIVE RIGHTS Our certificate of incorporation expressly denies stockholders any preemptive or preferential rights to subscribe for or to purchase any stock, obligations, warrants or any other securities that may be issued by Michaels. LIQUIDATION RIGHTS Upon any liquidation, dissolution or winding up of Michaels, holders of common stock are entitled to receive proportionately any of our assets remaining after the payment of liabilities and subject to the prior rights of any outstanding preferred stock. DELAWARE SECTION 203 We are subject to the provisions of Section 203 of the DGCL. Section 203 prohibits a publicly held Delaware corporation from engaging in a "business combination" with an "interested stockholder" for a period of three years after the person became an interested stockholder, unless the interested stockholder attained that status with the approval of the board of directors or the business combination is approved in a prescribed manner. A "business combination" includes some mergers, asset sales and other transactions resulting in a financial benefit to the interested stockholder. Subject to some exceptions, an "interested stockholder" is a person who, together with affiliates and associates, owns, or within the prior three years did own, 15% or more of the corporation's voting stock. TRANSFER AGENT The registrar and transfer agent for our common stock is Computershare Investor Services, L.L.C. EX-99.2 4 a2069265zex-99_2.txt EXHIBIT 99.2 Exhibit 99.2 MICHAELS STORES, INC. AMENDED AND RESTATED 1997 EMPLOYEES STOCK PURCHASE PLAN The purpose of this Amended and Restated 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. The Plan will become effective on February 1, 2002 (the "Effective Date"). Two million (2,000,000) 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. 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 Employee Stock Purchase Plan Enrollment Form to the Benefits Department. 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 during any offering period). Such election must be made by remitting a check in the amount of the contribution to the Benefits Department. Such election to contribute all or a portion of the elective amount shall be effective as of the date of the receipt of the contribution by the Benefits Department and must be received by the Benefits Department prior to the last day of the offering period. 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. An employee may at any time increase or decrease the employee's payroll deduction by filing a new Employee Stock Purchase Plan Enrollment 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. In no event may any employee be granted an option permitting the employee to purchase more than 3,000 shares of Common Stock in any quarterly offering period. 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; 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 lower of the average market price on either (i) the first day of the quarter for that particular offering or (ii) 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 2 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 purchase 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 Employee Stock Purchase Plan Enrollment 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 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. 3 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 of Directors; 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. 4 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. MICHAELS STORES, INC. By: /s/ R. Michael Rouleau ---------------------------------------- R. Michael Rouleau President and Chief Executive Officer 5 -----END PRIVACY-ENHANCED MESSAGE-----