-----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, JmMvzOLIeAbEYs0b5f6CfCUw9Zr1qAJ0haOmL3U84sbDbrDTpwwsN5AaYSsJO7KT CrDRU0noWQYsiq6stH9jNg== 0001209191-05-014772.txt : 20050310 0001209191-05-014772.hdr.sgml : 20050310 20050310111128 ACCESSION NUMBER: 0001209191-05-014772 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050308 FILED AS OF DATE: 20050310 DATE AS OF CHANGE: 20050310 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ROULEAU R MICHAEL CENTRAL INDEX KEY: 0001187258 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09338 FILM NUMBER: 05671137 BUSINESS ADDRESS: BUSINESS PHONE: 972-409-1300 MAIL ADDRESS: STREET 1: 8000 BENT BRANCH DRIVE CITY: IRVING STATE: TX ZIP: 75063 ISSUER: 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 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 4 1 doc4.xml FORM 4 SUBMISSION X0202 4 2005-03-08 0 0000740670 MICHAELS STORES INC MIK 0001187258 ROULEAU R MICHAEL 8000 BENT BRANCH DRIVE IRVING TX 75063 0 1 0 0 President and CEO Common Stock 2005-03-08 4 M 0 20000 10.4375 A 144622 D Common Stock 2005-03-08 4 S 0 20000 34.00 D 124622 D Common Stock 12239 I By 401(k) Plan Stock Option (Right to Buy) 10.4375 2005-03-08 4 M 0 20000 0.00 D 2005-07-27 Common Stock 20000 280000 D The reported amount includes 24,622 shares of Michaels Stores, Inc. common stock acquired by the reporting person under the Michaels Stores, Inc. Amended and Restated 1997 Employees Stock Purchase Plan (also known as the ESPP), based on a plan statement issued by the ESPP's administrator as of January 31, 2005. The reported amount is held by a stock fund under the Michaels Stores, Inc. Employees 401(k) Plan (also known as the 401(k) Plan) assumed to be fully invested in Michaels Stores, Inc. common stock, based on a plan statement issued by the 401(k) Plan administrator as of February 28, 2005 as an estimate of the total number of shares that would be available to the reporting person if such holdings were liquidated on that date. Exercise of stock options pursuant to original grant to the reporting person on July 28, 2000 of options under the Michaels Stores, Inc. Amended and Restated 1997 Stock Option Plan to purchase 400,000 shares of Michaels Stores, Inc. common stock (adjusted to give effect to a two-for-one stock split to stockholders of record as of the close of business on each of November 12, 2001 and September 27, 2004). The options associated with this grant vest in three annual installments beginning on July 28, 2001. After giving effect to the transaction that is the subject of this report, 280,000 options remain outstanding under this grant, all of which are currently vested. /s/ Todd J. Thorson Todd J. Thorson, Attorney-in-Fact for R. Michael Rouleau, President and Chief Executive Officer 2005-03-10 EX-24.4_77114 2 poa.txt POA DOCUMENT POWER OF ATTORNEY The undersigned hereby constitutes and appoints each of Mark V. Beasley, Bradley K. Blackwell, Robert L. Estep, Mark V. Minton, Anna Marie Dempsey, Elizabeth K. Giddens and Todd J. Thorson, or any of them, signing singly, the undersigned's true and lawful attorney in fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Michaels Stores, Inc. (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and timely file any such form or forms with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney in fact, may be of benefit to, in the best interest of, or legally required by the undersigned, it being understood that the documents executed by such attorney in fact on behalf of the undersigned pursuant to this power of attorney shall be in such form and shall contain such terms and conditions as such attorney in fact may approve in such attorney in fact's sole discretion. The undersigned hereby grants to each such attorney in fact and any of them full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that any such attorney in fact, or any such attorney in fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that none of the foregoing attorneys in fact, in serving in such capacity at the request of the undersigned, are assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. The execution by the undersigned of this power of attorney hereby expressly revokes and terminates any powers of attorney previously granted by the undersigned relating to Forms 3, 4 and 5. This power of attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys in fact. IN WITNESS WHEREOF, the undersigned has caused this power of attorney to be executed as of the 22nd day of February, 2005. /s/ R. Michael Rouleau -----END PRIVACY-ENHANCED MESSAGE-----