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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
MICHAELS STORES, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 75-1943604
(State of Incorporation or (I.R.S. Employer
Organization) Identification No.)
8000 BENT BRANCH DRIVE
IRVING, TEXAS 75063-6041
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the registration
registration of a class of securities of a class of securities pursuant to
pursuant to Section 12(b) of the Section 12(g) of the Exchange Act and
Exchange Act and is effective pursuant is effective pursuant to General
to General Instruction A.(c), please Instruction A.(d), please check the
check the following box. /X/ following box. / /
Securities Act registration statement file number to which this form relates:
_______________
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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COMMON STOCK, NEW YORK STOCK EXCHANGE
PAR VALUE $.10 PER SHARE
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
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
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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
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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.
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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.
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ITEM 2. EXHIBITS.
None.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
MICHAELS STORES, INC.
Date: December 5, 2001 By: /s/ Bryan M. DeCordova
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Bryan M. DeCordova
Executive Vice President -- Chief
Financial Officer
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