0001047469-11-005881.txt : 20110616 0001047469-11-005881.hdr.sgml : 20110616 20110616111820 ACCESSION NUMBER: 0001047469-11-005881 CONFORMED SUBMISSION TYPE: S-4/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110616 DATE AS OF CHANGE: 20110616 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: 0128 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-173786 FILM NUMBER: 11914393 BUSINESS ADDRESS: STREET 1: 8000 BENT BRANCH DR STREET 2: ******** CITY: IRVING STATE: TX ZIP: 75063 BUSINESS PHONE: (972)409-1300 MAIL ADDRESS: STREET 1: PO BOX 619566 CITY: DFW STATE: TX ZIP: 75261-9566 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Aaron Brothers, Inc. CENTRAL INDEX KEY: 0001404080 IRS NUMBER: 133498646 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-173786-06 FILM NUMBER: 11914392 BUSINESS ADDRESS: STREET 1: 8000 BENT BRANCH DRIVE CITY: IRVING STATE: TX ZIP: 75063 BUSINESS PHONE: 972-409-1300 MAIL ADDRESS: STREET 1: 8000 BENT BRANCH DRIVE CITY: IRVING STATE: TX ZIP: 75063 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Artistree, Inc. CENTRAL INDEX KEY: 0001404081 IRS NUMBER: 830466644 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-173786-05 FILM NUMBER: 11914391 BUSINESS ADDRESS: STREET 1: 8000 BENT BRANCH DRIVE CITY: IRVING STATE: TX ZIP: 75063 BUSINESS PHONE: 972-409-1300 MAIL ADDRESS: STREET 1: 8000 BENT BRANCH DRIVE CITY: IRVING STATE: TX ZIP: 75063 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Michaels Finance Company, Inc. CENTRAL INDEX KEY: 0001404085 IRS NUMBER: 200313952 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-173786-04 FILM NUMBER: 11914390 BUSINESS ADDRESS: STREET 1: 8000 BENT BRANCH DRIVE CITY: IRVING STATE: TX ZIP: 75063 BUSINESS PHONE: 972-409-1300 MAIL ADDRESS: STREET 1: 8000 BENT BRANCH DRIVE CITY: IRVING STATE: TX ZIP: 75063 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Michaels of Canada, ULC CENTRAL INDEX KEY: 0001404086 IRS NUMBER: 000000000 STATE OF INCORPORATION: A5 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-173786-03 FILM NUMBER: 11914389 BUSINESS ADDRESS: STREET 1: 8000 BENT BRANCH DRIVE CITY: IRVING STATE: TX ZIP: 75063 BUSINESS PHONE: 972-409-1300 MAIL ADDRESS: STREET 1: 8000 BENT BRANCH DRIVE CITY: IRVING STATE: TX ZIP: 75063 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Michaels Stores Card Services, LLC CENTRAL INDEX KEY: 0001404087 IRS NUMBER: 721524325 STATE OF INCORPORATION: VA FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-173786-02 FILM NUMBER: 11914388 BUSINESS ADDRESS: STREET 1: 8000 BENT BRANCH DRIVE CITY: IRVING STATE: TX ZIP: 75063 BUSINESS PHONE: 972-409-1300 MAIL ADDRESS: STREET 1: 8000 BENT BRANCH DRIVE CITY: IRVING STATE: TX ZIP: 75063 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Michaels Stores Procurement Company, Inc. CENTRAL INDEX KEY: 0001404088 IRS NUMBER: 200313890 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-173786-01 FILM NUMBER: 11914387 BUSINESS ADDRESS: STREET 1: 8000 BENT BRANCH DRIVE CITY: IRVING STATE: TX ZIP: 75063 BUSINESS PHONE: 972-409-1300 MAIL ADDRESS: STREET 1: 8000 BENT BRANCH DRIVE CITY: IRVING STATE: TX ZIP: 75063 S-4/A 1 a2204373zs-4a.htm S-4/A
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As filed with the Securities and Exchange Commission on June 16, 2011.

Registration No. 333-173786

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549


Amendment No. 2
To
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933


MICHAELS STORES, INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of
Incorporation or Organization)		   5945
(Primary Standard Industrial
Classification Code Number)		   75-1943604
(I.R.S. Employer
Identification No.)


8000 Bent Branch Drive
Irving, Texas 75063
Telephone: (972) 409-1300
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)


See Table of Additional Registrant Guarantors Continued on the Next Page


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)


with a copy to:

Michael J. Veitenheimer
Senior Vice President, Secretary
and General Counsel
8000 Bent Branch Drive
Irving, Texas 75063
Telephone: (972) 409-1300		   David A. Fine, Esq.
Ropes & Gray LLP
Prudential Tower
800 Boylston Street
Boston, MA 02199-3600
Telephone: (617) 951-7000


Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.

         If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, 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. 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

         The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission acting pursuant to said Section 8(a), may determine.


TABLE OF ADDITIONAL REGISTRANT GUARANTORS

Exact Name of Registrant
as Specified in its Charter
  State of Other Jurisdiction
of Incorporation or
Organization 		  I.R.S. Employer
Identification No. 		 

Aaron Brothers, Inc. 

   Delaware     13-3498646  

Artistree, Inc. 

  

Delaware

    
83-0466644		  

Michaels Finance Company, Inc. 

  

Delaware

    
20-0313952		  

Michaels of Canada, ULC

  

Nova Scotia

    
13529-9063		  

Michaels Stores Card Services, LLC

  

Virginia

    
72-1524325		  

Michaels Stores Procurement Company, Inc. 

  

Delaware

    
20-0313890		  

        The address, including zip code, and telephone number, including area code, of each Additional Registrant Guarantor's principal executive offices is: c/o Michaels Stores, Inc., 8000 Bent Branch Drive, Irving, Texas 75063.

        The name, address, including zip code and telephone number, including area code, of agent for service for each of the Additional Registrant Guarantors is:

Charles M. Sonsteby
Chief Administrative Officer and Chief Financial Officer
8000 Bent Branch Drive
Irving, Texas 75063
Telephone: (972) 409-1300

with a copy to:

Michael J. Veitenheimer
Senior Vice President, Secretary
and General Counsel
8000 Bent Branch Drive
Irving, Texas 75063
Telephone: (972) 409-1300		   David A. Fine, Esq.
Ropes & Gray LLP
Prudential Tower
800 Boylston Street
Boston, MA 02199-3600
Telephone: (617) 951-7000


EXPLANATORY NOTE

        This Amendment No. 2 to Michaels Stores, Inc.'s Registration Statement on Form S-4 (Registration No. 333-173786) originally filed with the Securities and Exchange Commission on April 28, 2011, as amended by Amendment No. 1, filed June 7, 2011, is being filed for the sole purpose of amending the exhibit index to include Exhibit 5.3 filed herewith.

Item 21.    Exhibits and Financial Statement Schedules

  3.1.1   Amended and Restated Certificate of Incorporation of Michaels Stores, Inc. (previously filed as Exhibit 3.1 to Form 10-K filed by Company on May 3, 2007, SEC File No. 001-09338).
          Certificate of Incorporation or the corresponding organizational instrument, with any amendments thereto, of the following additional registrants:
  3.1.2   Aaron Brothers, Inc. (previously filed as Exhibit 3.1.2 to Form S-4 filed by Company on July 10, 2007, SEC File No. 333-144435).
  3.1.3   Artistree, Inc. (previously filed as Exhibit 3.1.3 to Form S-4 filed by Company on July 10, 2007, SEC File No. 333-144435).
  3.1.4   Michaels Finance Company, Inc. (previously filed as Exhibit 3.1.4 to Form S-4 filed by Company on July 10, 2007, SEC File No. 333-144435).
  3.1.5   Michaels of Canada, ULC (previously filed as Exhibit 3.1.5 to Form S-4 filed by Company on July 10, 2007, SEC File No. 333-144435).
  3.1.6   Michaels Stores Card Services, LLC (previously filed as Exhibit 3.1.6 to Form S-4 filed by Company on July 10, 2007, SEC File No. 333-144435).
  3.1.7   Michaels Stores Procurement Company, Inc. (previously filed as Exhibit 3.1.7 to Form S-4 filed by Company on July 10, 2007, SEC File No. 333-144435).
  3.2.1   Amended and Restated Bylaws of Michaels Stores, Inc. (previously filed as Exhibit 3.2 to Form 8-K filed by Company on November 6, 2006, SEC File No. 001-09338).
          By-laws or the corresponding operating agreement, with any amendments thereto, of the following additional registrants:
  3.2.2   Aaron Brothers, Inc. (previously filed as Exhibit 3.2.2 to Form S-4 filed by Company on July 10, 2007, SEC File No. 333-144435).
  3.2.3   Artistree, Inc. (previously filed as Exhibit 3.2.3 to Form S-4 filed by Company on July 10, 2007, SEC File No. 333-144435).
  3.2.4   Michaels Finance Company, Inc. (previously filed as Exhibit 3.2.4 to Form S-4 filed by Company on July 10, 2007, SEC File No. 333-144435).
  3.2.5   Michaels of Canada, ULC (previously filed through inclusion in Exhibit 3.1.5 to Form S-4 filed by the Company on July 10, 2007, SEC File No. 333-144435).
  3.2.6   Michaels Stores Card Services, LLC (previously filed as Exhibit 3.2.6 to Form S-4 filed by Company on July 10, 2007, SEC File No. 333-144435).
  3.2.7   Michaels Stores Procurement Company, Inc. (previously filed as Exhibit 3.2.7 to Form S-4 filed by Company on July 10, 2007, SEC File No. 333-144435).
  4.1   Senior Indenture, dated as of October 31, 2006, among Michaels Stores, Inc., the guarantors named therein and Wells Fargo Bank, National Association, as trustee (previously filed as Exhibit 4.1 to Form 10-Q filed by Company on December 7, 2006, SEC File No. 001-09338).
  4.2   Supplemental Indenture, dated as of October 20, 2010, by and among Michaels Stores, Inc. and Law Debenture Trust Company of New York, as trustee (previously filed as Exhibit 4.1 to Form 8-K filed by Company on October 26, 2010, SEC File No. 001-09338).
  4.3   Indenture, dated as of October 21, 2010, by and among Michaels Stores, Inc., the guarantors named therein and Law Debenture Trust Company of New York, as trustee (previously filed as Exhibit 4.2 to Form 8-K filed by Company on October 26, 2010, SEC File No. 001-09338).

II-1

  4.4   Senior Subordinated Indenture, dated as of October 31, 2006, among Michaels Stores, Inc., the guarantors named therein and Wells Fargo Bank, National Association, as trustee (previously filed as Exhibit 4.2 to Form 10-Q filed by Company on December 7, 2006, SEC File No. 001-09338).
  4.5   Subordinated Discount Indenture, dated as of October 31, 2006, among Michaels Stores, Inc., the guarantors named therein and Wells Fargo Bank, National Association, as trustee (previously filed as Exhibit 4.3 to Form 10-Q filed by Company on December 7, 2006, SEC File No. 001-09338).
  4.6   Form of 73/4% Senior Notes due 2018 (contained in Exhibit 4.2)
  4.7   Registration Rights Agreement, dated as of October 21, 2010, by and among Michaels Stores, Inc., the guarantors named therein and the Initial Purchasers named therein (previously filed as Exhibit 4.3 to Form 8-K filed by Company on October 26, 2010, SEC File No. 001-09338).
  5.1   Opinion of Ropes & Gray LLP*
  5.2   Opinion of Troutman Sanders LLP*
  5.3   Opinion of McInnes Cooper
  10.1   Michaels Stores, Inc. 2006 Equity Incentive Plan (previously filed as Exhibit 10.1 to Form 8-K filed by Company on February 21, 2007, SEC File No. 001-09338).
  10.2   Form of Stock Option Agreement under the Michaels Stores, Inc. 2006 Equity Incentive Plan (previously filed as Exhibit 10.2 to Form 8-K filed by Company on February 21, 2007, SEC File No. 001-09338).
  10.3   Amended form of Stock Option Agreement under Michaels Stores, Inc. 2006 Equity Incentive Plan (previously filed as Exhibit 10.1 to Form 10-Q filed by Company on September 4, 2009, SEC File No. 001-09338).
  10.4   Form of Restricted Stock Award Agreement under the Michaels Stores, Inc. 2006 Equity Incentive Plan (previously filed as Exhibit 10.3 to Form 10-Q filed by the Company on June 6, 2008, SEC File No. 001-09338).
  10.5   Form of Fiscal Year 2011 Bonus Plan for Executive Officers (previously filed as Exhibit 10.5 to Form 10-K filed by Company on March 24, 2011, SEC File No. 001-09338).
  10.6   Employment Agreement, dated March 6, 2009, between Michaels Stores, Inc. and John B. Menzer (previously filed as Exhibit 10.1 to Form 10-Q filed by Company on June 5, 2009, SEC File No. 001-09338).
  10.7   Amendment to Employment Agreement, dated June 2, 2009, between Michaels Stores, Inc. and John B. Menzer (previously filed as Exhibit 10.2 to Form 10-Q filed by Company on June 5, 2009, SEC File No. 001-09338).
  10.8   Letter Agreement, dated September 15, 2010, between Michaels Stores, Inc. and Charles M. Sonsteby (previously filed as Exhibit 99.2 to Form 8-K filed by Company on September 17, 2010, SEC File No. 001-09338).
  10.9   Letter Agreement, dated February 5, 2010, between Michaels Stores, Inc. and Paula A. Puleo (previously filed as Exhibit 10.9 to Form 10-K filed by Company on March 24, 2011, SEC File No. 001-09338).
  10.10   Letter Agreement, dated May 26, 2010, between Michaels Stores, Inc. and John Wyatt (previously filed as Exhibit 10.10 to Form 10-K filed by Company on March 24, 2011, SEC File No. 001-09338).
  10.11   Restricted Stock Award Agreement, dated June 2, 2009, between Michaels Stores, Inc. and John B. Menzer (previously filed as Exhibit 10.3 to Form 10-Q filed by Company on June 5, 2009, SEC File No. 001-09338).
  10.12   Stock Option Agreement, dated June 2, 2009, between Michaels Stores, Inc. and John B. Menzer (previously filed as Exhibit 10.4 to Form 10-Q filed by Company on June 5, 2009, SEC File No. 001-09338).

II-2

  10.13   Stockholders Agreement, dated as of October 31, 2006, among Michaels Stores, Inc. and certain stockholders thereof (previously filed as Exhibit 10.1 to Form 10-Q filed by Company on December 7, 2006, SEC File No. 001-09338).
  10.14   Amended and Restated Stockholders Agreement, dated as of February 16, 2007, among Michaels Stores, Inc. and certain stockholders thereof (previously filed as Exhibit 10.23 to Form 10-K filed by Company on May 3, 2007, SEC File No. 001-09338).
  10.15   Management Agreement, dated as of October 31, 2006, among Michaels Stores, Inc., Bain Capital Partners, LLC and Blackstone Management Partners V LLC (previously filed as Exhibit 10.2 to Form 10-Q filed by Company on December 7, 2006, SEC File No. 001-09338).
  10.16   Management Agreement, dated as of October 31, 2006, between Michaels Stores, Inc. and Highfields Capital Management LP (previously filed as Exhibit 10.3 to Form 10-Q filed by Company on December 7, 2006, SEC File No. 001-09338).
  10.17   Michaels Stores, Inc. Amended Officer Severance Pay Plan (previously filed as Exhibit 10.17 to Form 10-K filed by Company on April 2, 2009, SEC File No. 001-09338).
  10.18   Form of Director Indemnification Agreement between Michaels Stores, Inc. and certain directors thereof (previously filed as Exhibit 10.36 to Form 10-K filed by Company on March 30, 2006, SEC File No. 001-09338).
  10.19   Form of Officer Indemnification Agreement between Michaels Stores, Inc. and certain officers thereof (previously filed as Exhibit 10.37 to Form 10-K filed by Company on March 30, 2006, SEC File No. 001-09338).
  10.20   Amended and Restated Credit Agreement, dated as of February 18, 2010, among Michaels Stores, Inc., as lead borrower, the borrowers named therein, the facility guarantors named therein, Bank of America, N.A., as administrative agent and collateral agent, the lenders party thereto (collectively, the "Lenders"), Wells Fargo Retail Finance, LLC, as syndication agent, Deutsche Bank Securities Inc., JPMorgan Chase Bank, N.A. and Credit Suisse, as co-documentation agents, General Electric Capital Corporation, UBS Securities LLC and RBS Business Capital, as senior managing agents, Banc of America Securities LLC, Wells Fargo Retail Finance, LLC and Deutsche Bank Securities Inc., as joint lead arrangers, and Banc of America Securities LLC, Wells Fargo Retail Finance, LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities Inc. and Credit Suisse, as joint book runners (previously filed as Exhibit 10.1 to Form 8-K filed by Company on February 19, 2010, SEC File No. 001-09338).
  10.21   Exhibits and Schedules to Amended and Restated Credit Agreement, dated as of February 18, 2010, among Michaels Stores, Inc., as lead borrower, the borrowers named therein, the facility guarantors named therein, Bank of America, N.A., as administrative agent and collateral agent, the lenders party thereto (collectively, the "Lenders"), Wells Fargo Retail Finance, LLC, as syndication agent, Deutsche Bank Securities Inc., JPMorgan Chase Bank, N.A. and Credit Suisse, as co-documentation agents, General Electric Capital Corporation, UBS Securities LLC and RBS Business Capital, as senior managing agents, Banc of America Securities LLC, Wells Fargo Retail Finance, LLC and Deutsche Bank Securities Inc., as joint lead arrangers, and Banc of America Securities LLC, Wells Fargo Retail Finance, LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities Inc. and Credit Suisse, as joint book runners (previously filed as Exhibit 10.2 to Form 8-K filed by Company on May 28, 2010, SEC File No. 001-09338).
  10.22   Credit Agreement, dated as of October 31, 2006, among Michaels Stores, Inc., Deutsche Bank AG New York Branch, as administrative agent, the other lenders named therein, JPMorgan Chase Bank, N.A., as syndication agent, and Bank of America, N.A. and Credit Suisse, as co-documentation agents, and Deutsche Bank Securities Inc., J.P. Morgan Securities Inc. and Banc of America Securities LLC as co-lead arrangers and joint bookrunners (previously filed as Exhibit 10.5 to Form 10-Q filed by Company on December 7, 2006, SEC File No. 001-09338).

II-3

  10.23   First Amendment to Credit Agreement, dated as of January 19, 2007, to the Credit Agreement, dated as of October 31, 2006, among Michaels Stores, Inc., Deutsche Bank AG New York Branch, as administrative agent, the other lenders named therein, JPMorgan Chase Bank, N.A., as syndication agent, and Bank of America, N.A. and Credit Suisse, as co-documentation agents, and Deutsche Bank Securities Inc., J.P. Morgan Securities Inc. and Banc of America Securities LLC as co-lead arrangers and joint bookrunners (previously filed as Exhibit 10.1 to Form 8-K filed by Company on January 25, 2007, SEC File No. 001-09338).
  10.24   Second Amendment to Credit Agreement, dated as of May 10, 2007, to the Credit Agreement, dated as of October 31, 2006, among Michaels Stores, Inc., Deutsche Bank AG New York Branch, as administrative agent, the other lenders named therein, JPMorgan Chase Bank, N.A., as syndication agent, and Bank of America, N.A. and Credit Suisse, as co-documentation agents, and Deutsche Bank Securities Inc., J.P. Morgan Securities Inc. and Banc of America Securities LLC as co-lead arrangers and joint bookrunners (previously filed as Exhibit 10.1 to Form 8-K filed by Company on May 11, 2007, SEC File No. 001-09338).
  10.25   Third Amendment to Credit Agreement, dated as of August 20, 2009, to the Credit Agreement, dated as of October 31, 2006, among Michaels Stores, Inc., Deutsche Bank AG New York Branch, as administrative agent, the other lenders named therein, JPMorgan Chase Bank, N.A., as syndication agent, and Bank of America, N.A. and Credit Suisse, as co-documentation agents, and Deutsche Bank Securities Inc., J.P. Morgan Securities Inc. and Banc of America Securities LLC as co-lead arrangers and joint bookrunners (previously filed as Exhibit 10.3 to Form 10-Q filed by Company on September 4, 2009, SEC File No. 001-09338).
  10.26   Fourth Amendment to Credit Agreement, dated as of November 5, 2009, to the Credit Agreement, dated as of October 31, 2006, among Michaels Stores, Inc., Deutsche Bank AG New York Branch, as administrative agent, the other lenders named therein, JPMorgan Chase Bank, N.A., as syndication agent, and Bank of America, N.A. and Credit Suisse, as co-documentation agents, and Deutsche Bank Securities Inc., J.P. Morgan Securities Inc. and Banc of America Securities LLC as co-lead arrangers and joint bookrunners (previously filed as Exhibit 10.1 to Form 8-K filed by Company on November 5, 2009 SEC File No. 001-09338).
  10.27   Master Services Agreement, dated as of January 16, 2009, by and between Michaels Stores, Inc. and Tata America International Corporation (previously filed as Exhibit 10.29 to Form 10-K filed by Company on April 2, 2009, SEC File No. 001-09338).
  10.28   Michaels Stores, Inc. Employees 401(k) Plan, effective March 1, 2009 (previously filed as Exhibit 10.30 to Form 10-K filed by Company on April 2, 2009, SEC File No. 001-09338).
  12   Statement of Computation of Ratio of Earnings to Fixed Charges*
  21   Subsidiaries of Michaels Stores, Inc. (previously filed as Exhibit 21 to Form S-4 filed by Company on July 10, 2007, SEC File No. 333-144435).
  23.1   Consent of Ernst & Young LLP*
  23.2   Consent of Ropes & Gray LLP (included in the opinion filed as Exhibit 5.1)
  23.3   Consent of Troutman Sanders LLP (included in the opinion filed as Exhibit 5.2)
  23.4   Consent of McInnes Cooper (included in the opinion filed as Exhibit 5.3)
  24   Powers of Attorney (included in the signature pages of the initial filing of this Registration Statement)*
  25.1   Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Law Debenture Trust Company of New York with respect to the Indenture governing the 73/4% Senior Notes due 2018.*
  99.1   Form of Letter of Transmittal*
  99.2   Form of Notice of Guaranteed Delivery*
*
Previously filed.

II-4


 SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, 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 16th day of June, 2011.

    MICHAELS STORES, INC.

 
 
By:
 
/s/ CHARLES M. SONSTEBY
 Charles M. Sonsteby
 Chief Administrative Officer &
Chief Financial Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on the date indicated below.

Signature
 
Title
 
Date

 
 
 
 
 
*
 John B. Menzer		   Chief Executive Officer (Principal Executive Officer)   June 16, 2011

/s/ CHARLES M. SONSTEBY
 Charles M. Sonsteby
 
Chief Administrative Officer & Chief Financial Officer (Principal Financial Officer)
 
June 16, 2011

*
 Richard S. Jablonski
 
Vice President—Financial Planning & Analysis and Interim Controller (Principal Accounting Officer)
 
June 16, 2011

 
 Josh Bekenstein
 
Director
 
 

*
 Todd M. Cook
 
Director
 
June 16, 2011

  
 Jill A. Greenthal
 
Director
 
 

*
 Lewis Klessel
 
Director
 
June 16, 2011

II-5

Signature
 
Title
 
Date

 
 
 
 
 
  
 Matthew S. Levin		   Director    

*
 Gerry M. Murphy
 
Director
 
June 16, 2011

*
 James A. Quella
 
Director
 
June 16, 2011

*
 Peter F. Wallace
 
Director
 
June 16, 2011
*
The undersigned, by signing his name hereto, signs and executes this registration statement pursuant to the Powers of Attorney executed by the above-named officers and directors and previously filed with the Securities and Exchange Commission.

By:   /s/ CHARLES M. SONSTEBY
 Charles M. Sonsteby
Attorney-in-Fact
 		   

II-6

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, 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 16th day of June, 2011.

    AARON BROTHERS, INC.

 
 
By:
 
/s/ CHARLES M. SONSTEBY
 Charles M. Sonsteby
 President, Chief Administrative Officer &
Chief Financial Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on the date indicated below.

Signature
 
Title
 
Date

 
 
 
 
 
/s/ CHARLES M. SONSTEBY
 Charles M. Sonsteby		   President, Chief Administrative Officer & Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)   June 16, 2011

*
 Richard S. Jablonski
 
Vice President-Finance and Interim Controller (Principal Accounting Officer)
 
June 16, 2011

*
 John B. Menzer
 
Director
 
June 16, 2011

/s/ CHARLES M. SONSTEBY
 Charles M. Sonsteby
 
Director
 
June 16, 2011

*
 Michael J. Veitenheimer
 
Director
 
June 16, 2011
*
The undersigned, by signing his name hereto, signs and executes this registration statement pursuant to the Powers of Attorney executed by the above-named officers and directors and previously filed with the Securities and Exchange Commission.

By:   /s/ CHARLES M. SONSTEBY
 Charles M. Sonsteby
Attorney-in-Fact
 		   

II-7

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, 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 16th day of June, 2011.

    ARTISTREE, INC.

 
 
By:
 
/s/ CHARLES M. SONSTEBY
 Charles M. Sonsteby
 Chief Administrative Officer &
Chief Financial Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on the date indicated below.

Signature
 
Title
 
Date

 
 
 
 
 
*
 Michael B. Cairnes		   President (Principal Executive Officer)   June 16, 2011

/s/ CHARLES M. SONSTEBY
 Charles M. Sonsteby
 
Chief Administrative Officer & Chief Financial Officer (Principal Financial Officer)
 
June 16, 2011

*
 Richard S. Jablonski
 
Vice President—Finance and Interim Controller (Principal Accounting Officer)
 
June 16, 2011

*
 John B. Menzer
 
Director
 
June 16, 2011

/s/ CHARLES M. SONSTEBY
 Charles M. Sonsteby
 
Director
 
June 16, 2011

*
 Michael J. Veitenheimer
 
Director
 
June 16, 2011
*
The undersigned, by signing his name hereto, signs and executes this registration statement pursuant to the Powers of Attorney executed by the above-named officers and directors and previously filed with the Securities and Exchange Commission.

By:   /s/ CHARLES M. SONSTEBY
 Charles M. Sonsteby
Attorney-in-Fact
 		   

II-8

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, 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 16th day of June, 2011.

    MICHAELS FINANCE COMPANY, INC.

 
 
By:
 
/s/ CHARLES M. SONSTEBY
 Charles M. Sonsteby
 President, Chief Administrative Officer &
Chief Financial Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on the date indicated below.

Signature
 
Title
 
Date

 
 
 
 
 
/s/ CHARLES M. SONSTEBY
 Charles M. Sonsteby		   President, Chief Administrative Officer & Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)   June 16, 2011

*
 Richard S. Jablonski
 
Vice President—Finance and Interim Controller (Principal Accounting Officer)
 
June 16, 2011

/s/ CHARLES M. SONSTEBY
 Charles M. Sonsteby
 
Director
 
June 16, 2011

*
 Richard S. Jablonski
 
Director
 
June 16, 2011
*
The undersigned, by signing his name hereto, signs and executes this registration statement pursuant to the Powers of Attorney executed by the above-named officers and directors and previously filed with the Securities and Exchange Commission.

By:   /s/ CHARLES M. SONSTEBY
 Charles M. Sonsteby
Attorney-in-Fact
 		   

II-9

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, 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 16th day of June, 2011.

    MICHAELS OF CANADA, ULC

 
 
By:
 
/s/ CHARLES M. SONSTEBY
 Charles M. Sonsteby
 Chief Administrative Officer &
Chief Financial Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on the date indicated below.

Signature
 
Title
 
Date

 
 
 
 
 
*
 Thomas J. Making		   President (Principal Executive Officer)   June 16, 2011

/s/ CHARLES M. SONSTEBY
 Charles M. Sonsteby
 
Chief Administrative Officer & Chief Financial Officer (Principal Financial Officer)
 
June 16, 2011

*
 Richard S. Jablonski
 
Vice President—Finance and Interim Controller (Principal Accounting Officer)
 
June 16, 2011

*
 John B. Menzer
 
Director
 
June 16, 2011

/s/ CHARLES M. SONSTEBY
 Charles M. Sonsteby
 
Director
 
June 16, 2011

*
 Michael J. Veitenheimer
 
Director
 
June 16, 2011
*
The undersigned, by signing his name hereto, signs and executes this registration statement pursuant to the Powers of Attorney executed by the above-named officers and directors and previously filed with the Securities and Exchange Commission.

By:   /s/ CHARLES M. SONSTEBY
 Charles M. Sonsteby
Attorney-in-Fact
 		   

II-10

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, 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 16th day of June, 2011.

    MICHAELS STORES CARD SERVICES, LLC

 
 
By:
 
/s/ CHARLES M. SONSTEBY
 Charles M. Sonsteby
 President, Chief Administrative Officer &
Chief Financial Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on the date indicated below.

Signature
 
Title
 
Date

/s/ CHARLES M. SONSTEBY
 Charles M. Sonsteby
 
President, Chief Administrative Officer & Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)
 
June 16, 2011

*
 Richard S. Jablonski
 
Vice President—Finance and Interim Controller (Principal Accounting Officer)
 
June 16, 2011

MICHAELS STORES, INC.
 
 
 
 

/s/ CHARLES M. SONSTEBY
 Charles M. Sonsteby
 
Sole Managing Member
 
June 16, 2011
Chief Administrative Officer & Chief
Financial Officer		        
*
The undersigned, by signing his name hereto, signs and executes this registration statement pursuant to the Powers of Attorney executed by the above-named officers and directors and previously filed with the Securities and Exchange Commission.

By:   /s/ CHARLES M. SONSTEBY
 Charles M. Sonsteby
Attorney-in-Fact
 		   

II-11

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, 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 16th day of June, 2011.

    MICHAELS STORES PROCUREMENT COMPANY, INC.

 
 
By:
 
/s/ CHARLES M. SONSTEBY
 Charles M. Sonsteby
 Chief Administrative Officer &
Chief Financial Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on the date indicated below.

Signature
 
Title
 
Date

 
 
 
 
 
*
 John B. Menzer		   Chief Executive Officer (Principal Executive Officer)   June 16, 2011

/s/ CHARLES M. SONSTEBY
 Charles M. Sonsteby
 
Chief Administrative Officer & Chief Financial Officer (Principal Financial Officer)
 
June 16, 2011

*
 Richard S. Jablonski
 
Vice President—Finance and Interim Controller (Principal Accounting Officer)
 
June 16, 2011

*
 John B. Menzer
 
Director
 
June 16, 2011

/s/ CHARLES M. SONSTEBY
 Charles M. Sonsteby
 
Director
 
June 16, 2011

*
 Michael J. Veitenheimer
 
Director
 
June 16, 2011
*
The undersigned, by signing his name hereto, signs and executes this registration statement pursuant to the Powers of Attorney executed by the above-named officers and directors and previously filed with the Securities and Exchange Commission.

By:   /s/ CHARLES M. SONSTEBY
 Charles M. Sonsteby
Attorney-in-Fact
 		   

II-12


 Index to Exhibits

Exhibit
No.
  Description
  3.1.1   Amended and Restated Certificate of Incorporation of Michaels Stores, Inc. (previously filed as Exhibit 3.1 to Form 10-K filed by Company on May 3, 2007, SEC File No. 001-09338).

 
 
 
 
 
Certificate of Incorporation or the corresponding organizational instrument, with any amendments thereto, of the following additional registrants:

 
3.1.2
 
Aaron Brothers, Inc. (previously filed as Exhibit 3.1.2 to Form S-4 filed by Company on July 10, 2007, SEC File No. 333-144435).

 
3.1.3
 
Artistree, Inc. (previously filed as Exhibit 3.1.3 to Form S-4 filed by Company on July 10, 2007, SEC File No. 333-144435).

 
3.1.4
 
Michaels Finance Company, Inc. (previously filed as Exhibit 3.1.4 to Form S-4 filed by Company on July 10, 2007, SEC File No. 333-144435).

 
3.1.5
 
Michaels of Canada, ULC (previously filed as Exhibit 3.1.5 to Form S-4 filed by Company on July 10, 2007, SEC File No. 333-144435).

 
3.1.6
 
Michaels Stores Card Services, LLC (previously filed as Exhibit 3.1.6 to Form S-4 filed by Company on July 10, 2007, SEC File No. 333-144435).

 
3.1.7
 
Michaels Stores Procurement Company, Inc. (previously filed as Exhibit 3.1.7 to Form S-4 filed by Company on July 10, 2007, SEC File No. 333-144435).

 
3.2.1
 
Amended and Restated Bylaws of Michaels Stores, Inc. (previously filed as Exhibit 3.2 to Form 8-K filed by Company on November 6, 2006, SEC File No. 001-09338).

 
 
 
 
 
By-laws or the corresponding operating agreement, with any amendments thereto, of the following additional registrants:

 
3.2.2
 
Aaron Brothers, Inc. (previously filed as Exhibit 3.2.2 to Form S-4 filed by Company on July 10, 2007, SEC File No. 333-144435).

 
3.2.3
 
Artistree, Inc. (previously filed as Exhibit 3.2.3 to Form S-4 filed by Company on July 10, 2007, SEC File No. 333-144435).

 
3.2.4
 
Michaels Finance Company, Inc. (previously filed as Exhibit 3.2.4 to Form S-4 filed by Company on July 10, 2007, SEC File No. 333-144435).

 
3.2.5
 
Michaels of Canada, ULC (previously filed through inclusion in Exhibit 3.1.5 to Form S-4 filed by the Company on July 10, 2007, SEC File No. 333-144435).

 
3.2.6
 
Michaels Stores Card Services, LLC (previously filed as Exhibit 3.2.6 to Form S-4 filed by Company on July 10, 2007, SEC File No. 333-144435).

 
3.2.7
 
Michaels Stores Procurement Company, Inc. (previously filed as Exhibit 3.2.7 to Form S-4 filed by Company on July 10, 2007, SEC File No. 333-144435).

 
4.1
 
Senior Indenture, dated as of October 31, 2006, among Michaels Stores, Inc., the guarantors named therein and Wells Fargo Bank, National Association, as trustee (previously filed as Exhibit 4.1 to Form 10-Q filed by Company on December 7, 2006, SEC File No. 001-09338).

 
4.2
 
Supplemental Indenture, dated as of October 20, 2010, by and among Michaels Stores, Inc. and Law Debenture Trust Company of New York, as trustee (previously filed as Exhibit 4.1 to Form 8-K filed by Company on October 26, 2010, SEC File No. 001-09338).

 
4.3
 
Indenture, dated as of October 21, 2010, by and among Michaels Stores, Inc., the guarantors named therein and Law Debenture Trust Company of New York, as trustee (previously filed as Exhibit 4.2 to Form 8-K filed by Company on October 26, 2010, SEC File No. 001-09338).

Exhibit
No.
  Description
  4.4   Senior Subordinated Indenture, dated as of October 31, 2006, among Michaels Stores, Inc., the guarantors named therein and Wells Fargo Bank, National Association, as trustee (previously filed as Exhibit 4.2 to Form 10-Q filed by Company on December 7, 2006, SEC File No. 001-09338).

 
4.5
 
Subordinated Discount Indenture, dated as of October 31, 2006, among Michaels Stores, Inc., the guarantors named therein and Wells Fargo Bank, National Association, as trustee (previously filed as Exhibit 4.3 to Form 10-Q filed by Company on December 7, 2006, SEC File No. 001-09338).

 
4.6
 
Form of 73/4% Senior Notes due 2018 (contained in Exhibit 4.2)

 
4.7
 
Registration Rights Agreement, dated as of October 21, 2010, by and among Michaels Stores, Inc., the guarantors named therein and the Initial Purchasers named therein (previously filed as Exhibit 4.3 to Form 8-K filed by Company on October 26, 2010, SEC File No. 001-09338).

 
5.1
 
Opinion of Ropes & Gray LLP*

 
5.2
 
Opinion of Troutman Sanders LLP*

 
5.3
 
Opinion of McInnes Cooper

 
10.1
 
Michaels Stores, Inc. 2006 Equity Incentive Plan (previously filed as Exhibit 10.1 to Form 8-K filed by Company on February 21, 2007, SEC File No. 001-09338).

 
10.2
 
Form of Stock Option Agreement under the Michaels Stores, Inc. 2006 Equity Incentive Plan (previously filed as Exhibit 10.2 to Form 8-K filed by Company on February 21, 2007, SEC File No. 001-09338).

 
10.3
 
Amended form of Stock Option Agreement under Michaels Stores, Inc. 2006 Equity Incentive Plan (previously filed as Exhibit 10.1 to Form 10-Q filed by Company on September 4, 2009, SEC File No. 001-09338).

 
10.4
 
Form of Restricted Stock Award Agreement under the Michaels Stores, Inc. 2006 Equity Incentive Plan (previously filed as Exhibit 10.3 to Form 10-Q filed by the Company on June 6, 2008, SEC File No. 001-09338).

 
10.5
 
Form of Fiscal Year 2011 Bonus Plan for Executive Officers (previously filed as Exhibit 10.5 to Form 10-K filed by Company on March 24, 2011, SEC File No. 001-09338).

 
10.6
 
Employment Agreement, dated March 6, 2009, between Michaels Stores, Inc. and John B. Menzer (previously filed as Exhibit 10.1 to Form 10-Q filed by Company on June 5, 2009, SEC File No. 001-09338).

 
10.7
 
Amendment to Employment Agreement, dated June 2, 2009, between Michaels Stores, Inc. and John B. Menzer (previously filed as Exhibit 10.2 to Form 10-Q filed by Company on June 5, 2009, SEC File No. 001-09338).

 
10.8
 
Letter Agreement, dated September 15, 2010, between Michaels Stores, Inc. and Charles M. Sonsteby (previously filed as Exhibit 99.2 to Form 8-K filed by Company on September 17, 2010, SEC File No. 001-09338).

 
10.9
 
Letter Agreement, dated February 5, 2010, between Michaels Stores, Inc. and Paula A. Puleo (previously filed as Exhibit 10.9 to Form 10-K filed by Company on March 24, 2011, SEC File No. 001-09338).

 
10.10
 
Letter Agreement, dated May 26, 2010, between Michaels Stores, Inc. and John Wyatt (previously filed as Exhibit 10.10 to Form 10-K filed by Company on March 24, 2011, SEC File No. 001-09338).

Exhibit
No.
  Description
  10.11   Restricted Stock Award Agreement, dated June 2, 2009, between Michaels Stores, Inc. and John B. Menzer (previously filed as Exhibit 10.3 to Form 10-Q filed by Company on June 5, 2009, SEC File No. 001-09338).

 
10.12
 
Stock Option Agreement, dated June 2, 2009, between Michaels Stores, Inc. and John B. Menzer (previously filed as Exhibit 10.4 to Form 10-Q filed by Company on June 5, 2009, SEC File No. 001-09338).

 
10.13
 
Stockholders Agreement, dated as of October 31, 2006, among Michaels Stores, Inc. and certain stockholders thereof (previously filed as Exhibit 10.1 to Form 10-Q filed by Company on December 7, 2006, SEC File No. 001-09338).

 
10.14
 
Amended and Restated Stockholders Agreement, dated as of February 16, 2007, among Michaels Stores, Inc. and certain stockholders thereof (previously filed as Exhibit 10.23 to Form 10-K filed by Company on May 3, 2007, SEC File No. 001-09338).

 
10.15
 
Management Agreement, dated as of October 31, 2006, among Michaels Stores, Inc., Bain Capital Partners, LLC and Blackstone Management Partners V LLC (previously filed as Exhibit 10.2 to Form 10-Q filed by Company on December 7, 2006, SEC File No. 001-09338).

 
10.16
 
Management Agreement, dated as of October 31, 2006, between Michaels Stores, Inc. and Highfields Capital Management LP (previously filed as Exhibit 10.3 to Form 10-Q filed by Company on December 7, 2006, SEC File No. 001-09338).

 
10.17
 
Michaels Stores, Inc. Amended Officer Severance Pay Plan (previously filed as Exhibit 10.17 to Form 10-K filed by Company on April 2, 2009, SEC File No. 001-09338).

 
10.18
 
Form of Director Indemnification Agreement between Michaels Stores, Inc. and certain directors thereof (previously filed as Exhibit 10.36 to Form 10-K filed by Company on March 30, 2006, SEC File No. 001-09338).

 
10.19
 
Form of Officer Indemnification Agreement between Michaels Stores, Inc. and certain officers thereof (previously filed as Exhibit 10.37 to Form 10-K filed by Company on March 30, 2006, SEC File No. 001-09338).

 
10.20
 
Amended and Restated Credit Agreement, dated as of February 18, 2010, among Michaels Stores, Inc., as lead borrower, the borrowers named therein, the facility guarantors named therein, Bank of America, N.A., as administrative agent and collateral agent, the lenders party thereto (collectively, the "Lenders"), Wells Fargo Retail Finance, LLC, as syndication agent, Deutsche Bank Securities Inc., JPMorgan Chase Bank, N.A. and Credit Suisse, as co-documentation agents, General Electric Capital Corporation, UBS Securities LLC and RBS Business Capital, as senior managing agents, Banc of America Securities LLC, Wells Fargo Retail Finance, LLC and Deutsche Bank Securities Inc., as joint lead arrangers, and Banc of America Securities LLC, Wells Fargo Retail Finance, LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities Inc. and Credit Suisse, as joint book runners (previously filed as Exhibit 10.1 to Form 8-K filed by Company on February 19, 2010, SEC File No. 001-09338).

Exhibit
No.
  Description
  10.21   Exhibits and Schedules to Amended and Restated Credit Agreement, dated as of February 18, 2010, among Michaels Stores, Inc., as lead borrower, the borrowers named therein, the facility guarantors named therein, Bank of America, N.A., as administrative agent and collateral agent, the lenders party thereto (collectively, the "Lenders"), Wells Fargo Retail Finance, LLC, as syndication agent, Deutsche Bank Securities Inc., JPMorgan Chase Bank, N.A. and Credit Suisse, as co-documentation agents, General Electric Capital Corporation, UBS Securities LLC and RBS Business Capital, as senior managing agents, Banc of America Securities LLC, Wells Fargo Retail Finance, LLC and Deutsche Bank Securities Inc., as joint lead arrangers, and Banc of America Securities LLC, Wells Fargo Retail Finance, LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities Inc. and Credit Suisse, as joint book runners (previously filed as Exhibit 10.2 to Form 8-K filed by Company on May 28, 2010, SEC File No. 001-09338).

 
10.22
 
Credit Agreement, dated as of October 31, 2006, among Michaels Stores, Inc., Deutsche Bank AG New York Branch, as administrative agent, the other lenders named therein, JPMorgan Chase Bank, N.A., as syndication agent, and Bank of America, N.A. and Credit Suisse, as co-documentation agents, and Deutsche Bank Securities Inc., J.P. Morgan Securities Inc. and Banc of America Securities LLC as co-lead arrangers and joint bookrunners (previously filed as Exhibit 10.5 to Form 10-Q filed by Company on December 7, 2006, SEC File No. 001-09338).

 
10.23
 
First Amendment to Credit Agreement, dated as of January 19, 2007, to the Credit Agreement, dated as of October 31, 2006, among Michaels Stores, Inc., Deutsche Bank AG New York Branch, as administrative agent, the other lenders named therein, JPMorgan Chase Bank, N.A., as syndication agent, and Bank of America, N.A. and Credit Suisse, as co-documentation agents, and Deutsche Bank Securities Inc., J.P. Morgan Securities Inc. and Banc of America Securities LLC as co-lead arrangers and joint bookrunners (previously filed as Exhibit 10.1 to Form 8-K filed by Company on January 25, 2007, SEC File No. 001-09338).

 
10.24
 
Second Amendment to Credit Agreement, dated as of May 10, 2007, to the Credit Agreement, dated as of October 31, 2006, among Michaels Stores, Inc., Deutsche Bank AG New York Branch, as administrative agent, the other lenders named therein, JPMorgan Chase Bank, N.A., as syndication agent, and Bank of America, N.A. and Credit Suisse, as co-documentation agents, and Deutsche Bank Securities Inc., J.P. Morgan Securities Inc. and Banc of America Securities LLC as co-lead arrangers and joint bookrunners (previously filed as Exhibit 10.1 to Form 8-K filed by Company on May 11, 2007, SEC File No. 001-09338).

 
10.25
 
Third Amendment to Credit Agreement, dated as of August 20, 2009, to the Credit Agreement, dated as of October 31, 2006, among Michaels Stores, Inc., Deutsche Bank AG New York Branch, as administrative agent, the other lenders named therein, JPMorgan Chase Bank, N.A., as syndication agent, and Bank of America, N.A. and Credit Suisse, as co-documentation agents, and Deutsche Bank Securities Inc., J.P. Morgan Securities Inc. and Banc of America Securities LLC as co-lead arrangers and joint bookrunners (previously filed as Exhibit 10.3 to Form 10-Q filed by Company on September 4, 2009, SEC File No. 001-09338).

 
10.26
 
Fourth Amendment to Credit Agreement, dated as of November 5, 2009, to the Credit Agreement, dated as of October 31, 2006, among Michaels Stores, Inc., Deutsche Bank AG New York Branch, as administrative agent, the other lenders named therein, JPMorgan Chase Bank, N.A., as syndication agent, and Bank of America, N.A. and Credit Suisse, as co-documentation agents, and Deutsche Bank Securities Inc., J.P. Morgan Securities Inc. and Banc of America Securities LLC as co-lead arrangers and joint bookrunners (previously filed as Exhibit 10.1 to Form 8-K filed by Company on November 5, 2009 SEC File No. 001-09338).

Exhibit
No.
  Description
  10.27   Master Services Agreement, dated as of January 16, 2009, by and between Michaels Stores, Inc. and Tata America International Corporation (previously filed as Exhibit 10.29 to Form 10-K filed by Company on April 2, 2009, SEC File No. 001-09338).

 
10.28
 
Michaels Stores, Inc. Employees 401(k) Plan, effective March 1, 2009 (previously filed as Exhibit 10.30 to Form 10-K filed by Company on April 2, 2009, SEC File No. 001-09338).

 
12
 
Statement of Computation of Ratio of Earnings to Fixed Charges*

 
21
 
Subsidiaries of Michaels Stores, Inc. (previously filed as Exhibit 21 to Form S-4 filed by Company on July 10, 2007, SEC File No. 333-144435).

 
23.1
 
Consent of Ernst & Young LLP*

 
23.2
 
Consent of Ropes & Gray LLP (included in the opinion filed as Exhibit 5.1)

 
23.3
 
Consent of Troutman Sanders LLP (included in the opinion filed as Exhibit 5.2)

 
23.4
 
Consent of McInnes Cooper (included in the opinion filed as Exhibit 5.3)

 
24
 
Powers of Attorney (included in the signature pages of the initial filing of this Registration Statement)*

 
25.1
 
Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Law Debenture Trust Company of New York with respect to the Indenture governing the 73/4% Senior Notes due 2018.*

 
99.1
 
Form of Letter of Transmittal*

 
99.2
 
Form of Notice of Guaranteed Delivery*
*
Previously filed.



QuickLinks

TABLE OF ADDITIONAL REGISTRANT GUARANTORS
EXPLANATORY NOTE
SIGNATURES
Index to Exhibits
 EX-5.3 2 a2204504zex-5_3.htm EX-5.3

Exhibit 5.3

 

 

Purdy’s Wharf Tower II

 

1969 Upper Water Street, Suite 1300

 

Post Office Box 730

 

Halifax, Nova Scotia

Our File:  FS-2530

Canada B3J 2V1

June 16, 2011

T. 902 425 6500

 

F. 902 425 6350

Michaels Stores, Inc.

www.mcinnescooper.com

8000 Bent Branch Drive

 

Irving, Texas, USA

 

75063

 

 

Ladies and Gentlemen:

 

Re:                              US $800,000,000 aggregate principal amount of 7¾% Senior Notes due November 1, 2018 of Michaels Stores, Inc. issued in exchange for US $800,000,000 aggregate principal amount of 7¾% Senior Notes due November 1, 2018 of Michael’s Stores, Inc.

 

We have acted as special Nova Scotia counsel to Michaels of Canada, ULC, a Nova Scotia unlimited company (the “Company”), in connection with (i) the proposed issuance by Michaels Stores, Inc. (the “Issuer”) in an exchange offer of US $800,000,000 aggregate principal amount of 7¾% senior notes due November 1, 2018 (the “Exchange Notes”), which are to be registered under the Securities Act of 1933, as amended (the “Securities Act”), in exchange for a like principal amount of the Issuer’s outstanding 7¾% senior notes due November 1, 2018 (the “Outstanding Notes”), which have not been, and will not be, so registered, (ii) the guarantee of the Exchange Notes (the “Exchange Guarantee”) by, inter alia, the Company and (iii) the registration statement on Form S-4 filed by, inter alia, the Issuer and the Company with the U.S. Securities and Exchange Commission (the “Registration Statement”) for the purpose of registering the Exchange Notes and the Exchange Guarantee under the Securities Act.

 

The Outstanding Notes have been, and the Exchange Notes will be, issued pursuant to an indenture dated as of October 21, 2010 between Issuer, the guarantors (including the Company) named therein (the “Guarantors”) and Law Debenture Trust Company of New York, as trustee (the “Trustee”) (the “Indenture”).  The terms of the Exchange Guarantee are contained in the Indenture.

 

In connection with the foregoing, we have examined:

 

(a)                                   a certificate of an officer of the Company dated October 21, 2010 as to certain factual matters (the “Officer’s Certificate”), a copy of which has been provided to you or your counsel, to which is attached, among other things, the memorandum of association and articles of association of the Company; and

 

(b)                                  such other corporate and public records and certificates of public officials, and have made such other investigations, searches and inquiries and considered such matters of law, as we have considered necessary or relevant as a basis for providing the opinions expressed herein.

 


 

For the purposes of the opinions expressed herein, we have, without independent investigation or verification, assumed:

 

(a)                                  the legal capacity of all natural persons signing documents, the genuineness of all signatures on all documents examined by us, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies, whether facsimile, electronic, photostatic, certified or otherwise;

 

(b)                                 that all statements contained in the Officer’s Certificate are complete, true and accurate as of the date hereof as if such Officer’s Certificate were dated the date hereof;

 

(c)                                  the accuracy of the indices and filing systems maintained at the public offices where we have searched or inquired or have caused searches or inquiries to be conducted, as the case may be;

 

(d)                                 that the formalities for execution by each party required by the law of the place of execution of the Exchange Guarantee, to the extent such place is not in the Province of Nova Scotia, have been complied with; and

 

(e)                                  that physical delivery of the Exchange Guarantee on behalf of the Company has occurred free from escrow or any similar arrangement or restriction which has not been satisfied.

 

The opinions expressed herein are limited to the laws of the Province of Nova Scotia and the federal laws of Canada applicable therein in effect on the date hereof, and we express no opinion with respect to the laws of any other jurisdiction and we do not accept any responsibility to inform the addressees of any change in law subsequent to the date of our opinion that does or may affect the opinions we express herein.

 

Based and relying upon the foregoing, we are of the opinion that:

 

1.                                       The Company has all necessary corporate power and authority to execute, deliver and perform its obligations under the Exchange Guarantee.

 

2.                                       The execution and delivery by the Company of the Exchange Guarantee and the performance by the Company of its obligations thereunder have been duly authorized by all necessary corporate action on the part of the Company.

 

3.                                       The Exchange Guarantee has been duly executed and, to the extent that delivery is governed by the laws of the Province of Nova Scotia, delivered by the Company.

 

This opinion is rendered solely in connection with the transaction to which it relates and may not be quoted from, in whole or in part, or otherwise referred to or used for any purpose without our prior written consent, provided that we consent to the filing of this opinion as an exhibit to the Registration Statement.  In giving this consent, we do not thereby admit that we are included in a category of person whose consent is required under Section 7 of the Securities Act or the rules and regulations of the U.S. Securities and Exchange Commission.

 

Yours very truly,

 

 

 

/s/ McInnes Cooper

 

 

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