8-K

UNITED STATES
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): May 16, 2012

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

Delaware	001-09338	75-1943604
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

8000 Bent Branch Drive

Irving, Texas  75063

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (972) 409-1300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 16, 2012, following the previously announced hospitalization of John B. Menzer, Chief Executive Officer of Michaels Stores, Inc. (the “Company”), the Board of Directors of the Company (the “Board”) established an interim Office of the Chief Executive Officer (the “CEO Office”) and temporarily transferred Mr. Menzer’s responsibilities to the CEO Office.  Mr. Menzer is on medical leave from the Company and is expected to be out for an extended period of time.  Mr. Menzer’s status will be reevaluated by the Board on a periodic basis.

The CEO Office is comprised of Charles M. Sonsteby, the Company’s current Chief Administrative Officer and Chief Financial Officer, and current director Lewis S. Klessel, who was additionally appointed to the newly-created position of interim Chief Operating Officer of the Company effective May 16, 2012.  Mr. Sonsteby will remain in his current position while carrying out his CEO Office responsibilities, and Mr. Klessel will continue to serve on the Board while carrying out his additional responsibilities as interim Chief Operating Officer and member of the CEO Office.  The CEO Office will report to the Board.

The information regarding the business experience and background of Messrs. Sonsteby and  Klessel is incorporated by reference to the relevant information set forth in the section titled “Management--Executive Officers” and the section titled “Management--Directors,” respectively, of the Company’s registration statement on Form S-1 filed with the Securities and Exchange Commission (the “Commission”) on March 30, 2012 (the “Form S-1”).  The information regarding Mr. Sonsteby’s compensation arrangements with the Company is incorporated by reference to the relevant information set forth in the section titled “Executive Compensation” of the Form S-1.  There will be no change to Mr. Sonsteby’s compensation arrangements as a result of his appointment to the CEO Office.  There will be no compensation arrangement between the Company and Mr. Klessel with respect to his appointment to the CEO Office or as interim Chief Operating Officer. The Company will file an amendment to this Current Report on Form 8-K if and when such arrangements are determined.

There is no arrangement or understanding between Messrs. Sonsteby or Klessel and any other person pursuant to which they were appointed to the CEO Office or, in the case of Mr. Klessel, as the Company’s interim Chief Operating Officer.  Other than as described in the section titled “Certain Relationships and Related Party Transactions--Other Arrangements and Relationships with the Sponsors--Other Relationships” of the Form S-1 with respect to Mr. Klessel, there are no transactions involving Messrs. Sonsteby or Klessel requiring disclosure under Item 404(a) of Regulation S-K of the Commission.

Item 8.01              Other Events.

On May 16, 2012, the Company issued a press release regarding the establishment of the CEO Office, the appointment of Messrs. Sonsteby and  Klessel to such office and Mr. Klessel’s appointment as interim Chief Operating Officer, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01              Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit Number	Description
99.1	Press release of Michaels Stores, Inc. dated May 16, 2012.

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SIGNATURE

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/ Charles M. Sonsteby
	Charles M. Sonsteby
	Member, Interim Office of the Chief Executive Officer, Chief Administrative Officer and Chief Financial Officer

Date: May 16, 2012

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INDEX TO EXHIBITS

Exhibit Number	Description
99.1	Press release of Michaels Stores, Inc. dated May 16, 2012.

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EX-99.1

Exhibit 99.1

NEWS RELEASE FOR IMMEDIATE RELEASE	Thomas Melito Vice President - Treasurer (972) 409-1527

MICHAELS ESTABLISHES INTERIM OFFICE OF THE CHIEF EXECUTIVE OFFICER

IRVING, Texas – May 16, 2012 - Michaels Stores, Inc. announced today that its Board of Directors has established an interim Office of the Chief Executive Officer to provide ongoing leadership and continuity for the business in the absence of current CEO John Menzer.  The Office of the CEO will be filled by Lew Klessel, Managing Director with Bain Capital Partners, LLC, and Charles “Chuck” Sonsteby, the Company’s Chief Administrative Officer and Chief Financial Officer.  Mr. Klessel has also been appointed to the newly-created position of Interim Chief Operating Officer at Michaels.  Messrs. Klessel and Sonsteby will temporarily assume the responsibilities of the CEO and will report directly to the Board of Directors.

Mr. Menzer suffered a stroke in April and is currently in stable condition, receiving continued medical care.  He is on medical leave from the company and is expected to be out for an extended period of time.  His status will be reevaluated by the Board on a periodic basis.

“First and foremost, the thoughts of the entire Michaels family continue to be with John and his family during this difficult time and we are all hopeful for his full recovery,” said Matt Levin, Managing Director with Bain Capital Partners, LLC.  “By establishing the Office of the CEO on an interim basis, we will ensure ongoing leadership continuity for the business.”

Peter Wallace, Senior Managing Director with The Blackstone Group L.P. added: “The senior management team has been instrumental in developing new strategies and initiatives to drive the company’s growth performance and we are completely confident in their ability to continue to drive business results.  Lew is a seasoned executive with extensive management and operations experience who, together with Chuck in his expanded role, will ensure the execution of the company’s strategic plan.”

Mr. Klessel joined Bain Capital in 2005, and is currently serving as the operational executive responsible for the firm’s investments in Michaels. Prior to joining Bain, Mr. Klessel held a variety of operating and strategy leadership positions from 1997 to 2005 at The Home Depot, Inc., most recently as President of Maintenance Warehouse, a wholly-owned subsidiary that distributed maintenance products to facility management customers.  Mr. Klessel received an M.B.A from Harvard Business School and a B.S from the Wharton School at the University of Pennsylvania.  Mr. Klessel serves as a director of Michaels Stores Inc., HD Supply, Inc. and Guitar Center, Inc.

8000 BENT BRANCH DRIVE · IRVING, TEXAS 75063

(972) 409-1300

Mr. Sonsteby, currently the company’s Chief Administrative and Chief Financial officer, joined Michaels in 2010. Prior to joining Michaels, he served in various capacities at Brinker International, Inc. (which owns and operates casual dining restaurants) beginning in March 1990, including as Executive Vice President and Chief Financial Officer from 2001 until 2010, as Senior Vice President of Finance from 1997 to 2001 and as Vice President and Treasurer from 1994 to 1997. Mr. Sonsteby was formerly a director of Zale Corporation. He holds a Bachelor of Accounting degree from the University of Kentucky.

Michaels Holdings, LLC, an entity controlled by affiliates of investment firms Bain Capital Partners, LLC and The Blackstone Group L.P., currently owns approximately 93% of the outstanding Common Stock of Michaels Stores, Inc.

Michaels Stores, Inc. is North America’s largest specialty retailer of arts, crafts, framing, floral, wall décor and seasonal merchandise for the hobbyist and do-it-yourself home decorator. As of May 4, 2012, the Company owns and operates 1,067 Michaels stores in 49 states and Canada, and 130 Aaron Brothers stores.

Contacts:

ICR 203-682-8200

Media: Alecia Pulman (apulman@icrinc.com)/Michael Fox (mfox@icrinc.com)

Investors: Farah Soi (fsoi@icrinc.com)/Joseph Teklits (jteklits@icrinc.com)

8000 BENT BRANCH DRIVE · IRVING, TEXAS 75063

(972) 409-1300