================================================================================ 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): DECEMBER 5, 2001 MICHAELS STORES, INC. (Exact Name of Registrant as Specified in its Charter) DELAWARE 0-11822 75-1943604 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 8000 BENT BRANCH DRIVE IRVING, TEXAS 75063-6041 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (972) 409-1300 ================================================================================ ITEM 5. OTHER EVENTS. On December 5, 2001, Michaels Stores, Inc. filed a 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 in connection with the listing of its common stock on the New York Stock Exchange. The description of the common stock of Michaels Stores, Inc. contained in such Form 8-A is filed hereto as Exhibit 99.1 and incorporated herein by reference. Effective February 1, 2002, Michaels Stores, Inc. amended and restated its 1997 Employees Stock Purchase Plan. A copy of the Michaels Stores, Inc. Amended and Restated 1997 Employees Stock Purchase Plan is filed hereto as Exhibit 99.2. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) EXHIBITS: Exhibit Number Description ------- ----------- 99.1 Description of common stock of Michaels Stores, Inc. contained in 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 (Commission File No. 001-09338, filed December 5, 2001). 99.2 Michaels Stores, Inc. Amended and Restated 1997 Employees Stock Purchase Plan. 2 SIGNATURES 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/ Bryan M. DeCordova -------------------------------------- Name: Bryan M. DeCordova Title: Executive Vice President-- Chief Financial Officer Date: February 1, 2002 3 INDEX TO EXHIBITS Exhibit Number Description ------- ----------- 99.1 Description of common stock of Michaels Stores, Inc. contained in 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 (Commission File No. 001-09338, filed December 5, 2001). 99.2 Michaels Stores, Inc. Amended and Restated 1997 Employees Stock Purchase Plan.