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): July 9, 2015
THE MICHAELS COMPANIES, INC.
(Exact name of Registrant as specified in its charter)
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Delaware |
001-36501 |
37-1737959 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
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8000 Bent Branch Drive Irving, Texas |
75063 |
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(Address of principal executive offices) |
(Zip code) |
Registrant’s telephone number, including area code: (972) 409-1300
Not Applicable
(Former name or former address, if changed since last report)
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 1.01 |
Entry into a Material Definitive Agreement |
Underwriting Agreement
On July 9, 2015, The Michaels Companies, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman, Sachs & Co. (the “Underwriter”) and the selling stockholders listed on Schedule I thereto (the “Selling Stockholders”), relating to the underwritten offering of 12,500,000 shares (the “Shares”) of the Company’s common stock, par value $0.06775 per share (the “Offering”). All of the Shares are being sold by the Selling Stockholders. The Underwriter has agreed to purchase the Shares from the Selling Stockholders pursuant to the Underwriting Agreement at a price of $26.51 per share.
The Offering is being made only by means of a prospectus. An automatic shelf registration statement (including a prospectus) relating to the offering of common stock was filed with the Securities and Exchange Commission (the “SEC”) on July 9, 2015, and became effective upon filing (Registration No. 333-205583) (the “Registration Statement”). A prospectus supplement relating to the Offering was filed with the SEC on July 13, 2015. The closing of the Offering is expected to take place on July 14, 2015, subject to the satisfaction of customary closing conditions. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K.
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Item 8.01 |
Other Events |
Ropes & Gray LLP, counsel to the Company, has issued an opinion to the Company, dated July 13, 2015, regarding the Shares to be sold in the Offering. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K. Certain information relating to Part II, Item 14 “Other Expenses of Issuance and Distribution” of the Registration Statement is filed as Exhibit 99.1 to this Current Report on Form 8-K.
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Item 9.01 |
Financial Statements and Exhibits |
(d)Exhibits
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Exhibit No. |
Description |
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1.1 |
Underwriting Agreement, dated July 9, 2015, by and among the Company, the Underwriter and the Selling Stockholders. |
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5.1 |
Opinion of Ropes & Gray LLP |
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23.1 |
Consent of Ropes & Gray LLP (included in Exhibit 5.1 above) |
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99.1 |
Information relating to Part II, Item 14 “Other Expenses of Issuance and Distribution” of the Registration Statement. |
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 thereunto duly authorized.
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THE MICHAELS COMPANIES, INC. |
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By: |
/s/ Michael J. Veitenheimer |
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Name: |
Michael J. Veitenheimer |
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Title: |
Senior Vice President, Secretary and General Counsel |
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Date: July 13, 2015