As filed with the Securities and Exchange Commission on November 2, 2006.

Registration No. 333-29429

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

POST-EFFECTIVE AMENDMENT NO. 2
to
FORM S-8

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)

 

75-1943604
(I.R.S. Employer
Identification No.)

 

8000 Bent Branch Drive
Irving, Texas 75063
(Address, Including Zip Code, of Principal Executive Offices)

MICHAELS STORES, INC.
1997 EMPLOYEES STOCK PURCHASE PLAN
(Full Title of Plan)

Jeffrey N. Boyer
President and Chief Financial Officer
Michaels Stores, Inc.
8000 Bent Branch Drive
Irving, Texas 75063
(972) 409-1300

(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)

With copies to:

Mark V. Beasley, Esq.

 

Robert L. Estep, Esq.

Michaels Stores, Inc.

 

Jones Day

8000 Bent Branch Drive

 

2727 North Harwood Street

Irving, Texas 75063

 

Dallas, Texas 75201

(972) 409-1300

 

(214) 220-3939

 

 

 




DEREGISTRATION OF SECURITIES

On June 17, 1997, Michaels Stores, Inc. (the “Company”) filed a registration statement on Form S-8, Registration Number 333-29429 (this “Registration Statement”), with respect to 1,000,000 shares of the Company’s common stock, par value $.10 per share (the “Common Stock”), relating to the Company’s 1997 Employees Stock Purchase Plan.

On June 30, 2006, Bain Paste Mergerco, Inc., a Delaware corporation, Blackstone Paste Mergerco, Inc., a Delaware corporation (together with Bain Paste Mergerco, Inc., the “Mergercos”), Bain Paste Finco, LLC, a Delaware limited liability company, and Blackstone Paste Finco, LLC, a Delaware limited liability company (together with Bain Paste Finco, LLC, the “Fincos”) (the Mergercos and the Fincos, collectively, the “Sponsor Entities”), all entities formed by private equity funds sponsored by Bain Capital Partners, LLC and The Blackstone Group, entered into an agreement and plan of merger with the Company, pursuant to which the Mergercos will merge with and into the Company (the “Merger”).  On October 31, 2006, the effective date of the Merger, each share of Common Stock outstanding immediately prior to the Merger (other than shares held in treasury, shares held by the Sponsor Entities, shares as to which a stockholder has properly exercised appraisal rights, and shares related to rollover equity) will be cancelled and converted into the right to receive $44.00 in cash.

In connection with the closing of the Merger, the Company has terminated all offerings of Common Stock pursuant to its existing registration statements, including this Registration Statement.  In accordance with an undertaking made by the Company in this Registration Statement to remove from registration, by means of a post-effective amendment, any securities of the Company which remain unsold at the termination of the offering subject to this Registration Statement, the Company hereby removes from registration all shares of the Common Stock registered under this Registration Statement that remain unsold as of the date this Post-Effective Amendment No. 2 to Form S-8 is filed with the Securities and Exchange Commission.

Item 8.  Exhibits.

The following document is filed as an exhibit to this Registration Statement:

Exhibit
Number

 

Description of Exhibit

 

 

24.1

 

Powers of Attorney

 




SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 2 to Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, State of Texas, on this 30th day of October, 2006.

MICHAELS STORES, INC.

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Jeffrey N. Boyer

 

 

 

 

Jeffrey N. Boyer
President and Chief Financial Officer

 

 

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to Form S-8 has been signed below by the following persons in the capacities indicated on October 30, 2006.

Signature

 

Title

 

 

 

 

 

 

*

 

Chairman of the Board of Directors

Charles J. Wyly, Jr.

 

 

 

 

 

 

 

 

*

 

Vice Chairman of the Board of Directors

Sam Wyly

 

 

 

 

 

 

 

 

/s/ Jeffrey N. Boyer

 

President and Chief Financial Officer

Jeffrey N. Boyer

 

(Co-Principal Executive Officer and

 

 

Principal Financial and Accounting Officer)

 

 

 

*

 

President and Chief Operating Officer

Gregory A. Sandfort

 

(Co-Principal Executive Officer)

 

 

 

 

 

 

*

 

Director

Richard E. Hanlon

 

 

 

 

 

 

 

 

*

 

Director

Richard C. Marcus

 

 

 

 

 

 

 

 

*

 

Director

Liz Minyard

 

 

 

 

 

 

 

 

*

 

Director

Cece Smith

 

 

 

The undersigned, by signing his name hereto, does hereby sign and execute this Post-Effective Amendment No. 2 to Form S-8 on behalf of the above-named officers and directors of Michaels Stores, Inc. on this 30th day of October, 2006, pursuant to powers of attorney executed by such officers and directors, which powers of attorney are filed with the Securities and Exchange Commission as an exhibit to this Post-Effective Amendment No. 2 to Form S-8.

*By:

/s/ Jeffrey N. Boyer

 

 

 

 

Jeffrey N. Boyer

Attorney-in-Fact

 

 

 

II-1




INDEX TO EXHIBITS

Exhibit

Number

 

Description of Exhibit

 

 

24.1

 

Powers of Attorney

 

II-2