<PAGE>
As filed with the Securities and Exchange Commission on June 3, 1997
Registration No. 333- --------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
HA-LO INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)
------------------
ILLINOIS 36-3573412
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5980 WEST TOUHY AVENUE
NILES, ILLINOIS 60714
(847) 647-2300
(Address, including zip code, and telephone number, including area code, of
Registrant's executive offices)
------------------
HA-LO INDUSTRIES, INC. 1997 STOCK PLAN (RESTATED)
-------------------------------------------------
(Full title of the plan)
LOU WEISBACH
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
HA-LO INDUSTRIES, INC.
5980 WEST TOUHY AVENUE
NILES, ILLINOIS 60714
(847) 647-2300
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
With copies to:
BARRY J. SHKOLNIK, ESQ.
NEAL, GERBER & EISENBERG
TWO NORTH LASALLE STREET
CHICAGO, ILLINOIS 60602
(312) 269-8000
------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
TITLE OF SECURITIES AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED TO BE REGISTERED OFFERING PRICE PER UNIT AGGREGATE OFFERING PRICE REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------
Common Stock, 1,500,000 shares $22.38 (1) $33,570,000 $10,173
no par value
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457 (h) under the Securities Act of 1933, as
amended, on the basis of the average of the high and low prices of the
Company's Common Stock as reported on the National Market System of the
NASD on May 29, 1997. Does not reflect an indeterminate number of shares
that may be issued as a result of anti-dilution provisions contained in the
above-referenced Plan.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by HA-LO Industries, Inc. (the "Registrant"
or the "Company") with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference and made a part hereof:
(a) Annual Report on Form 10-K for the fiscal year ended December 31,
1996;
(b) Current Report on Form 8-K dated January 17, 1997;
(c) Current Report on Form 8-K/A dated March 19, 1997;
(d) Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 1997;
(e) The description of the Company's common stock, no par value per
share ("Common Stock"), contained in the Registration Statement
dated October 20, 1992 filed pursuant to Section 12 of the
Exchange Act and any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Certain partners of, attorneys associated with and/or of counsel to Neal,
Gerber & Eisenberg, a firm that performs legal services for the Registrant,
beneficially own shares of Common Stock.
II-1
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Illinois Business Corporation Act (the "IBCA") provides for
indemnification by the Company of its directors and officers. In addition, the
Restated Articles of Incorporation of the Company require the Company to
indemnify any current or former director or officer to the fullest extent
permitted by the IBCA. The Company maintains officers' and directors' liability
insurance which insures against liabilities that officers and directors of the
Company may incur in such capacities. The Company has also entered into
indemnity agreements with each of its directors and officers pursuant to which
it has agreed to indemnify such persons against any and all losses and expenses
to the fullest extent permitted under the Company's Articles and By-laws and the
IBCA and to advance to such persons any and all expenses arising in connection
therewith.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit
No. Description
- ------ -----------
4.1 HA-LO Industries, Inc. 1997 Stock Plan (Restated)
5.1 Opinion of Neal, Gerber & Eisenberg
23.1 Consent of Neal, Gerber & Eisenberg (included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
24.1 Powers of Attorney (included in the signature pages hereto)
ITEM 9. UNDERTAKINGS
The Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
this Registration Statement or any material change to such information in this
Registration Statement;
2. That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "Act"), each post-effective amendment to
this Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the
II-2
<PAGE>
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;
3. To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering;
4. That, for purposes of determining any liability under the Act, each
filing of the Registrant's annual report pursuant to Sections 13(a) or 15(d) of
the Exchange Act that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and
5. Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers or persons controlling the Registrant
pursuant to the foregoing provisions or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on June 2, 1997.
HA-LO INDUSTRIES, INC.
By: /s/ Lou Weisbach
------------------------------------------
Lou Weisbach
Chairman of the Board, President and Chief
Executive Officer
We, the undersigned officers and directors of HA-LO Industries, Inc.,
hereby severally constitute Lou Weisbach, Richard A. Magid and Barry J.
Shkolnik, and each of them singly, our true and lawful attorneys with full power
to them, and each of them singly, to sign for us and in our names in the
capacities indicated below, any and all amendments, including post-effective
amendments, to this Registration Statement, and generally to do all such things
in our name and behalf in such capacities to enable HA-LO Industries, Inc. to
comply with the applicable provisions of the Securities Act of 1933, as amended,
and all requirements of the Securities and Exchange Commission, and we hereby
ratify and confirm our signatures as they may be signed by our said attorneys,
or any of them, to any and all such documents.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on June 2, 1997 by the following persons
in the capacities indicated.
SIGNATURE TITLE
- --------- -----
/s/ Lou Weisbach Chairman of the Board, President and
- --------------------------- Chief Executive Officer
Lou Weisbach (Principal Executive Officer)
/s/ Linden D. Nelson Vice Chairman
- -------------------------
Linden D. Nelson
/s/ Richard A. Magid Chief Operating Officer, Director
- -------------------------
Richard A. Magid
/s/ David C. Robbins Executive Vice President, Director
- -------------------------
David C. Robbins
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<PAGE>
/s/ Gregory J. Kilrea Chief Financial Officer
- ------------------------- (Principal Financial Officer and
Gregory J. Kilrea Principal Accounting Officer)
/s/ David B. Hermelin Director
- -------------------------
David B. Hermelin
/s/ Thomas Herskovits Director
- -------------------------
Thomas Herskovits
/s/ Jordon R. Katz Director
- -------------------------
Jordon R. Katz
/s/ Marshall J. Katz Director
- -------------------------
Marshall J. Katz
/s/ Seymour N. Okner Director
- -------------------------
Seymour N. Okner
/s/ Neil A. Ramo Director
- -------------------------
Neil A. Ramo
II-5
<PAGE>
EXHIBIT 4.1
HA-LO INDUSTRIES, INC.
1997 STOCK PLAN
---------------
(RESTATED)
1. PREAMBLE.
In 1997, HA-LO Industries, Inc. (the "Company") established the HA-LO
Industries, Inc. 1997 Stock Plan (the "Plan") as a means whereby the Company
may, through awards of (i) stock appreciation rights ("SARs"), (ii)
non-qualified stock options ("NSOs"), (iii) restricted stock ("Restricted
Stock"), and (iv) phantom stock ("Phantom Stock"):
(a) provide employees who have substantial responsibilities for the
direction and management of the Company and other employees of the
Company with additional incentive to promote the success of the
Company's business;
(b) enable such employees to acquire proprietary interests in the
Company;
(c) encourage such employees to remain in the employ of the Company;
(d) provide Officers and Directors of the Company (who are not
otherwise employees of the Company) with additional incentive
to promote the success of the Company's business; and
(e) provide Sales Representatives with an incentive to remain
associated with the Company and to promote the success of the
Company's business.
By action of the Board of Directors of the Company, the Plan was approved.
The terms of the Plan are contained herein.
The provisions of this Plan do not apply to or affect any option, SAR, or
stock heretofore or hereafter granted under any other stock plan of the Company,
and all such options, SARs or stock continue to be governed by and subject to
the applicable provisions of the plan under which they were granted.
2. DEFINITIONS.
2.01 "BOARD" or "BOARD OF DIRECTORS" means the board of directors of
the Company.
2.02 "CAUSE" means, as determined in the sole discretion of the Board,
a Participant's (1) commission of a felony; (2) dishonesty or misrepresentation
involving the Company; (3) serious misconduct in the performance or
non-performance of Participant's responsibilities to
<PAGE>
the Company; (4) violation of a material condition of employment; (5)
unauthorized use of trade secrets or confidential information; (6) aiding a
competitor of the Company.
2.03 "CHANGE IN CONTROL" means, the occurrence of any one of the
following events:
(a) any consolidation or merger of the Company is not the
continuing or surviving corporation or which contemplates that all
or substantially all of the business and/or assets of the Company shall be
controlled by another corporation or a recapitalization in which the
current controlling stockholders do not continue to be the controlling
stockholders;
(b) any sale, lease, exchange or transfer (in one transaction or
series of related transactions) of all or substantially all of the assets of
the Company;
(c) approval by the shareholders of the Company of any plan or
proposal for the liquidation or dissolution of the Company, unless such
plan or proposal is abandoned within 60 days following such approval;
(d) any "person" (as such term is used in Sections 13(d) and
14(d)(2) of the Exchange Act), other than a person who is a stockholder of
the Company on the Option Date, who shall become the beneficial owner of
securities of the Company representing more than 50% of the combined voting
power of the Company's then outstanding securities ordinarily having the
right to vote in the election of directors;
(e) any sale, exchange or transfer (other than transfers
affiliated entities, i.e. entities controlling, controlled by or under
common control with, the transferor) of securities of the Company
representing more than 50% of (i) the total fair market value of the
Company's then outstanding equity securities, or (ii) the combined
voting power of the Company's then outstanding securities ordinarily having
the right to vote in the election of directors, whether pursuant to a
tender or exchange offer, open market offering, purchase or sale,
privately negotiated purchase and sale or otherwise; or
(f) if during a period of two consecutive years from the Option
Date, individuals who at the beginning of such period constituted the
directors of the Company cease for any reason to constitute a majority
thereof (unless the election, or nomination for election by the Company's
stockholders, of each director of the Company first elected during such
period was approved by a vote of at least a majority of the directors then
still in office who were directors at the beginning of any such period.
2.04 "CODE" means the Internal Revenue Code of 1986, as it exists now
and as it may be amended from time to time.
2.05 "COMMITTEE" means the Compensation Committee of the Board of
Directors. Each member of the Committee shall (a) be a "Non-Employee Director"
as determined under
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<PAGE>
Rule 16b-3(b)(3)(i) of the Exchange Act and (b) be an "Outside Director" as
determined under Treasury Regulation 26 CFR Section 1.162-27(e)(3) or any
successor regulation thereto. Once appointed, the Committee shall continue to
serve until otherwise directed by the Board of Directors.
2.06 "COMMON STOCK" means the common stock of the Company, no par
value.
2.07 "COMPANY" means HA-LO Industries, Inc., an Illinois corporation,
and any successor thereto.
2.08 "DIRECTOR" means a member of the Board.
2.09 "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
it exists now or from time to time may hereafter be amended.
2.10 "FAIR MARKET VALUE" means, at the discretion of the Company in
each case, either (a) the mean between the bid and asked prices or (b) the last
sale price, as of the close of business on the day Fair Market Value is to be
determined for Common Stock as reported by the NASDAQ System or any other stock
exchange on which the Common Stock is traded. If Common Stock is not traded on
that day, the next preceding day on which such stock was traded. If trading of
the Common Stock is not reported by the NASDAQ System or on a stock exchange,
Fair Market Value will be determined by the Board based upon the best available
data.
2.11 "NAKED SAR" means a SAR issued not in connection with a ISO or
NSO.
2.12 "NSO" means non-qualified stock options, which are NOT intended
to qualify under Section 422 of the Code.
2.13 "OFFICER" means a corporate officer of the Company.
2.14 "OPTION" means the right of a participant to purchase a specified
number of shares of Common Stock, subject to the terms and conditions of the
Plan.
2.15 "OPTION DATE" means the date upon which an Option, SAR,
Restricted Stock or Phantom Stock is awarded to a Participant under the Plan.
2.16 "OPTION PRICE" means the price per share at which an Option may
be exercised.
2.17 "PARTICIPANT" means an individual to whom an Option, SAR, Phantom
Stock or Restricted Stock has been granted under the Plan.
2.18 "PHANTOM STOCK" means a hypothetical share of Common Stock issued
as phantom stock under the Plan.
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<PAGE>
2.19 "PLAN" means the HA-LO Industries, Inc. 1997 Stock Plan, as set
forth herein and as from time to time amended.
2.20 "RESTRICTED STOCK" means Common Stock awarded to a Participant
pursuant to this Plan and subject to the restrictions contained in Section 8.
2.21 "SALES REPRESENTATIVE" means an independent contractor who has an
arrangement with the Company, whether or not exclusively, to market, promote and
sell the Company's products.
2.22 "SAR" means a stock appreciation right. A SAR may be a Naked SAR
or a Tandem SAR.
2.23 "TANDEM SAR" means a SAR associated with and issued in connection
with an Option.
2.24 RULES OF CONSTRUCTION.
(a) GOVERNING LAW. The construction and operation of this Plan are
governed by the laws of the State of Illinois.
(b) UNDEFINED TERMS. Unless the context requires another meaning,
any term not specifically defined in this Plan is used in the
sense given to it by the Code.
(c) HEADINGS. All headings in this Plan are for reference only and
are not to be utilized in construing the Plan.
(d) GENDER. Unless clearly appropriate, all nouns of whatever gender
refer indifferently to persons or objects of any gender.
(e) SINGULAR AND PLURAL. Unless clearly inappropriate, singular
terms refer also to the plural and VICE VERSA.
(f) SEVERABILITY. If any provision of this Plan is determined to be
illegal or invalid for any reason, the remaining provisions are
to continue in full force and effect and to be construed and
enforced as if the illegal or invalid provision did not exist,
unless the continuance of the Plan in such circumstances is not
consistent with its purposes.
3. STOCK SUBJECT TO THE PLAN.
Except as otherwise provided in Section 12, the aggregate number of shares
of Common Stock that may be issued under Options or as Restricted Stock, under
this Plan may not exceed One Million Five Hundred Thousand (1,500,000) shares.
Reserved shares may be either
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<PAGE>
authorized but unissued shares or treasury shares, in the Board's discretion.
If any awards hereunder shall terminate or expire, as to any number of shares,
new NSOs, and Restricted Stock may thereafter be awarded with respect to such
shares. The aggregate number of shares of Common Stock that may be issued under
Options, as Restricted Stock or upon which SARs or Phantom Stock may be awarded
to any one Participant may not exceed 500,000, as may be adjusted pursuant to
Section 12.
4. ADMINISTRATION.
The Plan is administered by the Committee. In addition to any other powers
set forth in this Plan, the Committee has the following powers:
(a) to construe and interpret the Plan, including the power to remedy
any ambiguities or inconsistencies in the Plan document;
(b) to establish, amend and rescind appropriate rules and regulations
relating to the Plan;
(c) subject to the express provisions of the Plan, to determine the
individuals who will receive awards of Options, Restricted Stock,
Phantom Stock and/or SARs, the times when they will receive them,
the number of shares to be subject to each award and the Option
Price, payment terms, payment method, and expiration date
applicable to each award;
(d) to contest on behalf of the Company or Participants, at the
expense of the Company, any ruling or decision on any matter
relating to the Plan or to any awards of NSOs, Restricted
Stock, Phantom Stock and/or SARs;
(e) generally, to administer the Plan, and to take all such steps and
make all such determinations in connection with the Plan and the
awards of NSOs, Restricted Stock, Phantom Stock and/or SARs
granted thereunder as it may deem necessary or advisable;
(f) to determine the form in which payment of a SAR or a Phantom
Stock award granted hereunder will be made (i.e., cash, Common
Stock or a combination thereof) or to approve a participant's
election to receive cash in whole or in part in settlement of the
SAR or Phantom Stock award; and
(g) to determine the form in which tax withholding under Section 15
of this Plan will be made.
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<PAGE>
5. ELIGIBILITY.
The Committee shall have the power to award Options, SARs, Restricted
Stock, and Phantom Stock. Subject to the provisions of the Plan, the Committee
shall determine from time to time those employees, Directors and Officers of the
Company and Sales Representatives who shall be designated as Participants and
the number, if any, of Options, SARs, Restricted Stock, and Phantom Stock, or
any combination thereof, to be awarded to each such participant.
6. TERMS AND CONDITIONS OF NON-QUALIFIED STOCK OPTION.
The Committee may, in its discretion, grant NSOs to any Participant under
the Plan. Each NSO shall be evidenced by an agreement between the Company and
the Participant. Each NSO agreement, in such form as is approved by the
Committee, shall be subject to the following express terms and conditions and to
such other terms and conditions, not inconsistent with the Plan as the Committee
may deem appropriate:
(a) OPTION PERIOD. Each NSO will expire as of the earliest of:
(i) the date on which it is forfeited under the provisions
of Section 11;
(ii) the date three months after the Participant's
termination of employment, directorship or relationship
with the Company, as applicable, for any reason other
than death; or
(iii) the date six months after the Participant's death.
(b) OPTION PRICE. At the time of grant, the Committee will fix the
Option Price, which will be no less than eighty-five percent
(85%) of the Fair Market Value of the shares subject to the NSO
on the Option Date.
(c) OTHER OPTION PROVISIONS. The form of NSO authorized by the Plan
may contain such other provisions as the Committee may from time
to time determine.
7. TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS.
The Committee may, in its discretion, grant a SAR to any Participant under
the Plan. Each SAR shall be evidenced by an agreement between the Company and
the Participant, and may be a Naked SAR or a Tandem SAR. Each SAR awarded to
Participants under the Plan shall be subject to the following express terms and
conditions and to such other terms and conditions, not inconsistent with the
Plan, as the Committee shall deem appropriate:
(a) TANDEM SARS. Tandem SARs shall terminate on the same date as the
related NSO. A Tandem SAR shall be exercisable only if the Fair
Market Value of a share of Common Stock on the date of surrender
exceeds the Fair Market Value
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<PAGE>
of the Common Stock on the Option Date, if related to an NSO, and
then shall be exercisable to the extent, and only to the extent,
that the related NSO is exercisable. A Tandem SAR shall entitle
the Participant to whom it is granted the right to elect, so
long as such Tandem SAR is exercisable and subject to such
limitations as the Committee shall have imposed, to surrender any
then exercisable portion of his related NSO, in whole or in part,
and receive from the Company in exchange, without any payment of
cash (except for applicable employee withholding taxes), that
number of shares of Common Stock having an aggregate Fair Market
Value on the date of surrender equal to the product of (i) the
excess of the Fair Market Value of a share of Common Stock on the
date of surrender over the per share Option Price under such NSO or
the Fair Market Value of the Common Stock on the Option Date, if
such SAR is related to an NSO and (ii) the number of shares of
Common Stock subject to such NSO or portion thereof which is
surrendered. Any NSO or portion thereof which is surrendered shall
no longer be exercisable. The Committee, in its sole discretion,
may allow the Company to settle all or part of the Company's
obligation arising out of the exercise of a Tandem SAR by the
payment of cash equal to the aggregate Fair Market Value of the
shares of Common Stock which the Company would otherwise be
obligated to deliver.
(b) NAKED SARS. Naked SARs shall terminate as provided in the
Participant's SAR agreement. The Committee may at the time of
granting any Naked SAR add such conditions and limitations to the
Naked SAR as it shall deem advisable, including but not limited
to, limitations on the period within which the Naked SAR shall be
exercisable and the maximum amount of appreciation to be
recognized with regard to such Naked SAR.
(c) OTHER CONDITIONS. If a Participant is subject to Section 16(a)
and Section 16(b) of the Exchange Act, the Committee may at any
time add such additional conditions and limitations to such SAR
which, in its discretion, the Committee deems necessary or
desirable in order to comply with such Section 16(a) or Section
16(b) and the rules and regulations issued thereunder, or in
order to obtain any exemption therefrom.
8. TERMS AND CONDITIONS OF RESTRICTED STOCK AWARDS.
The Committee, in its discretion, may grant Restricted Stock to any
Participant under the Plan. Each grant of Restricted Stock shall be evidenced
by an agreement between the Company and the Participant. All shares of Common
Stock awarded to Participants under the Plan as Restricted Stock shall be
subject to the following express terms and conditions as to such other terms and
conditions, not inconsistent with the Plan, as the Committee shall deem
appropriate:
(a) RESTRICTED PERIOD. Shares of Restricted Stock awarded to
Participants may not be sold, transferred, pledged or otherwise
encumbered before they vest. Subject
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<PAGE>
to the provisions of subparagraphs (b) and (c) below and any
other restrictions imposed by law, any shares of Restricted Stock
that vest will be transferred, to the Participant or, in the
event of his death, to the beneficiary or beneficiaries
designated by writing filed by the Participant with the Committee
for such purpose or, if none, to his estate. Delivery of shares
in accordance with the preceding sentence shall be made within
the thirty-day period after they vest.
(b) FORFEITURES. A Participant shall forfeit all unpaid accumulated
dividends and all shares of Restricted Stock which have not
vested prior to the date that his employment, membership on the
Board, if a Director, or relationship, if a Sales Representative
with the Company is terminated for any reason.
(c) CERTIFICATES DEPOSITED WITH COMPANY. Each certificate issued in
respect of shares of Restricted Stock awarded under the Plan
shall be registered in the name of the Participant and deposited
with the Company. Each such certificate shall bear the following
(or a similar) legend:
"The transferability of this certificate and the shares of stock
represented hereby are subject to the terms and conditions
(including forfeiture) relating to Restricted Stock contained in
the HA-LO Industries, Inc. 1997 Stock Plan and an agreement
entered into between the registered owner and HA-LO Industries,
Inc. Copies of such Plan and agreement are on file at the
principal office of HA-LO Industries, Inc."
(d) STOCKHOLDER RIGHTS. Subject to the foregoing restrictions, each
Participant shall have all the rights of a stockholder with
respect to his shares of Restricted Stock including, but not
limited to, the right to vote such shares.
(e) DIVIDENDS. On each Common Stock dividend payment date, each
Participant shall receive an amount equal to the dividend paid on
that date on a share of Common Stock, multiplied by his number of
shares of Restricted Stock.
9. TERMS AND CONDITIONS OF PHANTOM STOCK.
The Committee may, in its discretion, award Phantom Stock to any
Participant under the Plan. Each award of Phantom Stock shall be evidenced by
an agreement between the Company and the Participant. The Committee may at the
time of awarding any Phantom Stock add such additional conditions and
limitations to the Phantom Stock as it shall deem advisable, including, but not
limited to, the right for Participants to receive payments equivalent to
dividends paid on Common Stock, limitations on the period or periods within
which the Phantom Stock may be surrendered, and the maximum amount of
appreciation to be recognized with regard to such Phantom Stock. If a
Participant is subject to Section 16(a) and Section 16(b) of the Exchange Act,
the Committee may at any time add such additional conditions and limitations to
such Phantom Stock which, in its discretion, the Committee deems necessary or
desirable in order
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<PAGE>
to comply with such Section 16(a) or Section 16(b) and the rules and regulations
issued thereunder, or in order to obtain any exemption therefrom. An award of
Phantom Stock shall entitle the Participant to whom it is awarded the right to
elect, so long as such Phantom Stock is vested and subject to such limitations
as the Committee shall have imposed, to surrender any then vested portion of the
Phantom Stock, in whole or in part, and receive from the Company in exchange
therefor the Fair Market Value on the date of surrender of the Common Stock to
which the surrendered Phantom Stock relates in cash or in shares of Common Stock
as the Committee may determine.
10. MANNER OF EXERCISE OF OPTIONS.
To exercise an Option in whole or in part, a Participant (or, after his
death, his executor or administrator) must give written notice to the Committee,
stating the number of shares to which he intends to exercise the Option. The
Company will issue the shares with respect to which the Option is exercised upon
payment in full of the Option Price. Upon receipt of such notice, and prior to
issuance of shares, the Company may require the Participant (or after his death,
his executor or administrator) to pay to the Company any and all amounts which
the Participant may owe the Company on such date. The Option Price may be paid
in cash, certified bank check or by delivery of irrevocable instructions to a
broker to promptly deliver to the Company the amount of sale or loan proceeds
necessary to pay for all Common Stock acquired through such exercise and any tax
withholding obligations resulting from such exercise. At the discretion of the
Company, the Option Price may also be paid in shares of Common Stock having an
aggregate Fair Market Value, as determined on the date of delivery, equal to the
Option Price. At the discretion of the Company, the Option Price may be paid in
shares of Common Stock which were received by the Participant upon the exercise
of one or more Options, including shares which the Participant directs the
Company to withhold for the purpose of paying the Option Price from shares the
Participant would have received upon the exercise of the Option. At the
discretion of the Company, the Option Price may be paid in shares of Common
Stock which were received by the Participant as an award of Restricted Stock
under the Plan. The Option Price may be paid by surrender of Tandem SARs equal
to the Option Price.
11. VESTING.
(a) A Participant may not exercise an Option or surrender a SAR
or Phantom Stock until it has become vested. The portion of an Option, SAR
or Phantom Stock award that is vested depends upon the period that has
elapsed since the Option Date. The following schedule applies to any
Options granted under this Plan, to Restricted Stock, SARs, and Phantom
Stock awarded under this Plan unless the Committee establishes a different
vesting schedule at the time when an Option is granted or, the Restricted
Stock, SAR or Phantom Stock is awarded:
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Number of Years
Since Option Date Vested Percentage
----------------- -----------------
Fewer than one 0%
One but fewer than two 20%
Two but fewer than three 40%
Three but fewer than four 60%
Four but fewer than five 80%
Five or more 100%
If a Participant terminates employment with, or if a Director, his
membership on the Board, or if a Sales Representative, his relationship
with, the Company for any reason, he will be deemed to have forfeited as of
the date of such termination any Options, Restricted Stock, SARs and/or
Phantom Stock that are not yet vested as of such date. A transfer from the
Company to a subsidiary or affiliate, or VICE VERSA is not a termination of
employment for purposes of this Plan. Notwithstanding the vesting schedule
contained herein or in the Participant's agreement, if the Participant's
employment, or if a Director, his membership on the Board, or if a Sales
Representative, his relationship is terminated for Cause, the Participant's
Vested Percentage shall be 0%, and he shall forfeit all Options, SARs,
Restricted Stock and/or Phantom Stock immediately upon delivery of notice
that his termination was for Cause.
(b) Notwithstanding the provisions of Section 11(a) or anything
contained in a Participant's agreement to the contrary, upon a Change in
Control all Option, Restricted Stock, SARs and/or Phantom Stock shall
become 100% vested and immediately exercisable.
12. ADJUSTMENTS TO REFLECT CHANGES IN CAPITAL STRUCTURE.
If there is any change in the corporate structure or shares of the Company,
the Board of Directors may make any adjustments necessary to prevent accretion,
or to protect against dilution, in the number and kind of shares authorized by
the Plan and, with respect to outstanding Options, Restricted Stock, Phantom
Stock and/or SARs, in the number and kind of shares covered thereby and in the
applicable Option Price. For the purpose of this Section 12, a change in the
corporate structure or shares of the Company includes, without limitation, any
change resulting from a recapitalization, stock split, stock dividend,
consolidation, rights offering, spin-off, reorganization, or liquidation and any
transaction in which shares of Common Stock are changed into or exchanged for a
different number or kind of shares of stock or other securities of the Company
or another corporation.
13. NON-TRANSFERABILITY OF OPTIONS, SARS AND PHANTOM STOCK.
The Options and SARs granted or Phantom Stock awarded under the Plan are
not transferable, voluntarily or involuntarily, other than by will, by the laws
of descent and
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<PAGE>
distribution or pursuant to a qualified domestic relations order as defined in
Section 414(p) of the Code. During a Participant's lifetime, his Options may be
exercised only by him.
14. RIGHTS AS STOCKHOLDER.
No Common Stock may be delivered upon the exercise of any Option until full
payment has been made. A Participant has no rights whatsoever as a stockholder
with respect to any shares covered by an Option until the date of the issuance
of a stock certificate for the shares. A Participant who has been granted SARs
or Phantom Stock shall have no rights whatsoever as a stockholder with respect
to such SARs or Phantom Stock.
15. WITHHOLDING TAX.
The Company shall have the right to withhold in cash or shares of Common
Stock with respect to any payments made to Participants under the Plan any taxes
required by law to be withheld because of such payments. Notwithstanding the
foregoing, with respect to a Participant subject to Section 16(a) or 16(b) of
the Exchange Act, all amounts required to be withheld upon either (i) the
vesting of Restricted Stock or (ii) the exercise of a SAR or surrender of
Phantom Stock which had a set duration and for which payment is made in Common
Stock, shall automatically be withheld in Common Stock otherwise deliverable to
the Participant and having a Fair Market Value determined on the date the income
is includable in the Participant's income equal to the amount of taxes required
to be withheld.
16. NO RIGHT TO EMPLOYMENT.
Participation in the Plan will not give any Participant a right to be
retained as an employee of the Company, or any right or claim to any benefit
under the Plan, unless the right or claim has specifically accrued under the
Plan.
17. AMENDMENT OF THE PLAN.
The Board of Directors may from time to time amend or revise the terms of
this Plan in whole or in part and may without limitation, adopt any amendment
deemed necessary; provided, however, that no change in any award previously
granted to a Participant may be made that would impair the rights of the
Participant without the Participant's consent.
18. CONDITIONS UPON ISSUANCE OF SHARES.
An Option shall not be exercisable, a share of Common Stock shall not be
issued pursuant to the exercise of an Option, and Restricted Stock shall not be
awarded until such time as the award of Restricted Stock, exercise of such
Option and the issuance and delivery of such share pursuant thereto shall comply
with all relevant provisions of law, including, without limitation, the
Securities Act of 1933, as amended, the Exchange Act, the rules and regulations
promulgated thereunder, and the requirements of any stock exchange upon which
the shares of
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<PAGE>
Common stock may then be listed, and shall be further subject to the approval of
counsel for the Company with respect to such compliance. As a condition to the
exercise of an Option, the Company may require the person exercising such Option
to represent and warrant at the time of any such exercise that the Common Stock
is being purchased only for investment and without any present intention to sell
or distribute such shares if, in the opinion of counsel for the Company, such a
representation is required by any of the aforementioned relevant provisions of
law.
19. EFFECTIVE DATE AND TERMINATION OF PLAN.
19.01 EFFECTIVE DATE. This Plan is effective as of January 1, 1997.
19.02 TERMINATION OF THE PLAN. The Board of Directors may terminate
the Plan at any time with respect to any shares that are not then subject to
Options or Restricted Stock. Termination of the Plan will not affect the rights
and obligations of any Participant with respect to Options, SARs, Phantom Stock
or Restricted Stock awarded before termination.
20. DIRECTOR STOCK OPTIONS.
(a) Each Director who is not otherwise an employee of the Company
from and after the effective date of the Plan shall, at the
first regularly scheduled meeting of the Board held after January
1 of each calendar year, automatically be granted NSOs to
purchase five thousand (5,000) shares of Common Stock having an
exercise price per share equal to 100% of the Fair Market Value
of the Common Stock at the Option Date.
(b) Each Director's interest in any NSO granted pursuant to this
Section 20 shall vest ratably over a period of twelve months from
the Option Date; provided, however, such NSO may not be exercised
at any time prior to six months after the Option Date. NSOs
granted pursuant to this Section 20 shall expire ten years from
the Option Date.
(c) In the event that the number of shares of Common Stock available
for future grant under the Plan is insufficient to make all
automatic grants required to be made on such date, then all
non-employee Directors entitled to a grant on such date shall
share ratably in the number of NSOs on shares available for grant
under the Plan.
(d) The provisions of paragraph (a) of this Section 20 may not be
amended more often than once every six months. Except as
expressly provided in this Section 20, any NSO granted hereunder
shall be subject to the terms and conditions of the Plan if the
grant were made pursuant to Section 6 hereof.
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EXHIBIT 5.1
June 2, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: HA-LO Industries, Inc.
Registration Statement on Form S-8
Gentlemen:
We are counsel to HA-LO Industries, Inc., an Illinois corporation (the
"Company"), and in such capacity we have assisted in the preparation and filing
with the Securities and Exchange Commission under the Securities Act of 1993, as
amended, of the Company's Registration Statement on Form S-8 (the "Registration
Statement") relating to the issuance from time to time by the Company of up to
1,500,000 shares of the Company's common stock, no par value per share (the
"Common Stock"), pursuant to the HA-LO Industries, Inc. 1997 Stock Plan
(Restated) (the "Plan").
As such counsel, we have examined the Plan, the Company's Restated Articles
of Incorporation, the Amended and Restated Bylaws of the Company, the minute
books of the Company and such other papers, documents and certificates of public
officials and certificates of officers of the Company as we have deemed relevant
and necessary as the basis for the opinions hereinafter expressed. In such
examinations, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
original documents of all documents submitted to us as conformed or photostatic
copies.
Based on the foregoing, we are of the opinion that:
1. The issuance from time to time by the Company of up to 1,500,000
shares of Common Stock pursuant to the Plan as described in the prospectus
to be delivered to participants in the Plan (the "Prospectus") has been
duly and validly authorized by all necessary corporate action on the part
of the Company.
2. When issued and paid for as described in the Prospectus and in
accordance with the Plan, the 1,500,000 shares available for issuance under
the Plan will be duly and validly issued and outstanding, fully paid and
non-assessable shares of Common Stock.
<PAGE>
Securities and Exchange Commission
June 2, 1997
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption
"Interests of Named Experts and Counsel" in Item 5 of Part II of the
Registration Statement.
Please be advised that certain partners of, attorneys associated with
and/or of counsel to our firm beneficially own shares of Common Stock.
The opinions expressed above are limited to the laws of the State of
Illinois and the federal laws of the United States, and are limited to the
specific legal matters expressly addressed herein. No opinion is expressed with
respect to the laws of any other jurisdiction or any legal matter not addressed
herein. This opinion speaks only as of the date hereof and we undertake no
obligation to update this opinion.
Very truly yours,
/s/ NEAL, GERBER & EISENBERG
<PAGE>
EXHIBIT 23.2
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated February 14,
1997 included (or incorporated by reference) in HA-LO Industries, Inc.'s Annual
Report on Form 10-K for the year ended December 31, 1996 and to all references
to our firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
Chicago, Illinois
June 2, 1997
