Michaels Stores, Inc. ("Michaels" or the Company) is a chain of retail stores offering primarily art and hobby supplies and home decor products.
The class action is brought by Plaintiff on behalf of the holders of the common stock of Michaels against its board of directors arising out of Defendants' dissemination of false and misleading proxy statements in violation of § 14(a) of the Securities and Exchange Act of 1934, Securities and Exchange Commission Rule 14a-9 promulgated thereunder, and §20(a) of the 1934 Act.
Specifically, the Complaint alleges Defendants misrepresented and/or omitted material facts in definitive Proxy Statements that were filed with the SEC on or about May 6, 2004 (the "2004 Proxy"), May 12, 2005 (the "2005 Proxy") and May 4, 2006 (the "2006 Proxy") and disseminated in connection with shareholder votes held on June 17, 2004, June 16, 2005 and June 20, 2006, respectively, including key information that stock options granted to top executives had been backdated. The false and misleading Proxy Statements were utilized to secure each Defendants' reelection to the Michaels' Board in 2004, 2005 and 2006, entitling them to annual grants of more than $48,000 in cash and 30,000 immediately exercisable stock options.
The Complaint alleges that as a result of Defendants' dissemination of the false and misleading Proxy Statements, Defendants were able to induce shareholder action which resulted in substantial harm to Plaintiff and Michaels' other shareholders. The relevant time period for this action started May 4, 2004.
On December 8, 2006, the Court entered the Order granting the motion to appoint the Massachusetts Laborers' Annuity Fund as lead Plaintiff and approved its selection of lead and liaison Counsel. On February 2, 2007, the Court granted the motion to consolidate cases. Specifically, case number 06-CV-01635 was consolidated into case number 06-CV-1083. On November 27, 2006, a Consolidated Class Action Complaint was filed. On July 5, 1007, the lead Plaintiff filed a First Amended Consolidated Class Action Complaint for for Violation of §§14(a) and 20(a) of the Securities Exchange Act of 1934 and SEC Rule 14a-9 against all Defendants. On September 18, 2007, the Defendants filed a motion to dismiss the First Amended Consolidated Class Action Complaint.
On April 18, 2008, U.S. District Judge David C. Godbey granted the Defendants' motion dismiss. That same day, Judge Godbey signed the Final Judgment dismissing all claims with prejudice.