<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 6, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
HA-LO INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
LLINOIS 36-3573412
(State or other jurisdiction (I.R.S. Employer
of Identification
incorporation or organization) No.)
</TABLE>
5980 WEST TOUHY AVENUE, NILES, ILLINOIS 60714
(847) 647-2300
(Address, including zip code and telephone number, including
area code, of registrant's principal executive offices)
LOU WEISBACH
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
------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THE REGISTRATION STATEMENT BECOMES EFFECTIVE.
------------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PER SHARE (1) OFFERING PRICE(1) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, no par value............ 1,853,580 $28.13 $52,141,205 $15,800
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee and
based upon the average of the high and low prices of the Common Stock as
reported on the National Market System of the NASD on December 31, 1996.
------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
SUBJECT TO COMPLETION, DATED JANUARY 6, 1997
PROSPECTUS
1,853,580 SHARES
HA-LO INDUSTRIES, INC.
COMMON STOCK
(NO PAR VALUE PER SHARE)
This Prospectus relates to 1,853,580 shares (the "Shares") of common stock,
no par value per share (the "Common Stock"), of HA-LO Industries, Inc. (the
"Company"). The Shares will be offered for sale from time to time by one or more
of the shareholders described herein (the "Selling Shareholders") in
transactions (which may include block transactions) on the Nasdaq National
Market or in the over-the-counter market, in negotiated transactions or
otherwise at fixed prices, which may be changed, at market prices prevailing at
the time of sale or at negotiated prices. The Selling Shareholders may offer the
Shares to purchasers directly or by or through brokers, dealers, agents or
underwriters who may receive compensation in the form of discounts, concessions
or commissions or otherwise. The Selling Shareholders and any brokers, dealers,
agents or underwriters that participate in the distribution of the Shares may be
deemed to be "underwriters" within the meaning of the Securities Act of 1933, as
amended (the "Act"), in which event any discounts, concessions and commissions
received by any such brokers, dealers, agents or underwriters and any profit on
resale of the Shares purchased by them may be deemed to be underwriting
commissions or discounts under the Act. The aggregate net proceeds to the
Selling Shareholders from the sale of the Shares will be the purchase price of
such Shares less any commissions. See "Plan of Distribution." The Company will
not receive any of the proceeds from the sale of the Shares by the Selling
Shareholders. The expenses incurred in registering the Shares, including legal
and accounting fees, will be paid by the Company.
1,211,080 shares of Common Stock offered hereby were acquired by certain of
the Selling Shareholders from the Company in connection with the Company's
acquisition in 1995, 1996 and January 1997 of four unrelated advertising
specialty businesses and are "restricted securities" under the Act prior to
their sale hereunder. This Prospectus has been prepared, in part, for the
purpose of registering such shares of Common Stock under the Act to allow for
future sales by such Selling Shareholders to the public without restriction. The
remaining 642,500 shares of Common Stock offered hereby were acquired by certain
other Selling Shareholders from the Company in connection with the Company's
acquisition in 1996 of providers of outsourced telephone-based sales and
marketing services. The shares of Common Stock issued pursuant to such
acquisition were previously registered by the Company under the Act pursuant to
an effective Registration Statement on Form S-4. This Prospectus has been
prepared, in part, for the purpose of registering for resale the shares of
Common Stock issued to such Selling Shareholders. See "Selling Shareholders."
The Common Stock is quoted on the National Market System of the NASD under
the symbol "HALO." The last reported sale price of the Common Stock on December
31, 1996 on the National Market System was $27.50 per share.
SEE "RISK FACTORS" BEGINNING ON PAGE 3 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
------------------------
The date of this Prospectus is January __, 1997.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the Public
Reference Room of the Commission, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549 and at the Commission's regional offices at Seven World Trade Center,
Suite 1300, New York, New York 10048 and Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can be
obtained from the Public Reference Room of the Commission, 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549, at prescribed rates. Such materials
also may be accessed electronically by means of the Commission's home page on
the Internet at http://www.sec.gov. The Company's Common Stock is quoted and
traded on the National Market System of the NASD and such reports, proxy
statements and other information also can be inspected at the National
Association of Securities Dealers, Inc. at 1735 K Street, N.W., Washington, D.C.
20006.
The Company has filed with the Commission a Registration Statement on Form
S-3 (the "Registration Statement") under the Act, with respect to the securities
offered hereby. This Prospectus, which constitutes a part of the Registration
Statement, does not contain all of the information set forth in the Registration
Statement, certain items of which are contained in schedules and exhibits to the
Registration Statement as permitted by the rules and regulations of the
Commission. Statements made in this Prospectus as to the contents of any
contract, agreement or other document referred to are not necessarily complete.
With respect to each such contract, agreement or other document filed as an
exhibit to the Registration Statement, reference is made to the exhibit for a
more complete description of the matter involved, and each such statement shall
be deemed qualified in its entirety by such reference. Items and information
omitted from this Prospectus but contained in the Registration Statement may be
inspected and copied at the Public Reference Room of the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with the
Commission pursuant to the Exchange Act, are hereby incorporated by reference in
this Prospectus: (i) Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, including the portions of the Company's Proxy Statement for
the Annual Meeting of Shareholders held on June 10, 1996 and the portions of the
Company's 1995 Annual Report to Shareholders for the fiscal year ended December
31, 1995 that have been incorporated by reference therein; (ii) Current Report
on Form 8-K dated January 16, 1996; (iii) Current Report on Form 8-K/A dated
March 13, 1996; (iv) Current Report on Form 8-K/A dated May 28, 1996; (v)
Current Report on Form 8-K/A dated August 20, 1996; (vi) Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 1996; (vii) Quarterly Report
on Form 10-Q for the quarterly period ended June 30, 1996, (viii) Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 1996; and (ix)
the description of the 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 or 15(d) of the Exchange Act, prior to the termination of the offering
of the Shares, shall be deemed to be incorporated by reference herein and to be
a part hereof from the date of filing of such documents. Any statement contained
herein or in any document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for the purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed to constitute a part of this
Prospectus, except as so modified or superseded. The Company will provide
without charge to each person, including any beneficial owner, to
2
<PAGE>
whom a copy of this Prospectus is delivered, upon written or oral request of
such person, a copy of any or all of the information that has been incorporated
by reference in this Prospectus (excluding exhibits to such information which
are not specifically incorporated by reference into such information). Requests
for such information should be directed to HA-LO Industries, Inc., 5980 West
Touhy Avenue, Niles, Illinois 60714, Attention: Lou Weisbach, Chairman of the
Board, President and Chief Executive Officer, Telephone (847) 647-2300.
RISK FACTORS
The following factors should be considered carefully in evaluating an
investment in the Shares offered hereby.
GROWTH THROUGH ACQUISITIONS
Acquiring businesses which can be integrated into the Company's operations
has been and continues to be an important element of the Company's strategy for
achieving profitable growth. Since January 1, 1993, the Company has acquired ten
advertising specialty businesses and one group of providers of outsourced
telephone-based sales and marketing services. There can be no assurance,
however, that suitable acquisition candidates will continue to be available at
prices deemed reasonable by the Company, that the Company will be able to
successfully integrate future acquisitions, if any, into its existing business,
that the sales representatives previously associated with an acquired business
will remain with the Company after the acquisition, or that the Company's recent
growth rate will continue in the future. In addition, there is significant
competition for attractive acquisition candidates.
RISKS RELATED TO RAPID GROWTH
Since January 1, 1993, the Company's net sales and net income have increased
as a result of both its acquisitions and its internal growth. As part of its
business strategy, the Company intends to continue to pursue additional
acquisitions, open showrooms and attract and retain additional sales
representatives. The failure to effectively control and manage growth could have
a material adverse effect on the Company's financial condition and results of
operations. In addition, there can be no assurance that the Company's recent
growth rate will continue in the future.
CONCENTRATION OF SALES WITH MONTGOMERY WARD; LOWER GROSS MARGINS WITH MONTGOMERY
WARD BUSINESS
During the nine months ended September 30, 1996, sales to Montgomery Ward &
Co. Incorporated ("Montgomery Ward") accounted for approximately 14.1% of the
Company's net sales. The Company's exclusive agreement with Montgomery Ward
expires on December 31, 2004, subject to earlier termination (i) at the
Company's election in the event that Montgomery Ward fails to purchase specified
minimum amounts of the Company's products annually under the agreement and (ii)
at Montgomery Ward's election on December 31 of any year, commencing in 1998,
upon no less than six-months' notice. In connection with the agreement, a fund
in which Montgomery Ward is the principal investor, acquired shares of Common
Stock and warrants to purchase additional shares of Common Stock. Certain of the
warrants are subject to forfeiture upon early termination of the agreement.
Subsequently, the fund distributed its shares of Common Stock and warrants to
its partners (including Montgomery Ward) pro rata in accordance with their
respective partnership interests. The agreement provides for limitations on the
Company's gross margins relating to sales thereunder, resulting in lower gross
margins on this business than on the Company's other business. This is offset,
however, by lower selling expenses incurred on the sales to Montgomery Ward.
Although the Company believes that it has established an excellent relationship
with Montgomery Ward, the loss of all or a significant portion of this account
would have a material adverse effect on the Company's business and results of
operations.
3
<PAGE>
CONCENTRATION OF SALES AND EARNINGS IN FOURTH QUARTER; QUARTERLY FLUCTUATIONS IN
NET SALES AND NET INCOME
Some customers tend to utilize a greater portion of their advertising and
promotion budgets in the latter part of the calendar year, which has
historically resulted in and may continue to result in a disproportionately
large share of the Company's net sales and net income being recognized in the
fourth quarter. In addition, the timing of, and method of accounting used in
connection with, an acquisition may cause substantial fluctuations in operating
results from quarter to quarter.
EMPLOYMENT TAX AUDIT
The Internal Revenue Service (the "IRS") has commenced and is currently
engaged in a field audit examination of the Company's federal employment tax
returns for the years ended December 31, 1993, 1994 and 1995, which includes a
review of the facts, circumstances and legal authority supporting the Company's
position that its independent sales representatives have been properly treated
as independent contractors for federal employment tax purposes. The audit is
continuing, and no adjustments to the Company's federal withholding, federal
unemployment or social security tax liabilities have been proposed to date;
management believes, however, that the IRS will propose such adjustments for the
years ended December 31, 1993 and 1994 in the near future. Although management
believes that the Company's characterization of its independent sales
representatives as independent contractors rather than employees is proper, the
IRS could assert otherwise and seek to require the Company to reclassify its
independent sales representatives as employees and/or pay substantial additional
employment taxes and penalties, which amount could be material. If the IRS
proposes such a reclassification or adjustment, the Company would have several
options available to it, including an appeal of any such determination within
the IRS and to the Federal District Court, if necessary. This process could take
several years to resolve as the ultimate determination will be based upon a
factual analysis of the relationship between the Company and its independent
sales representatives. If the IRS were to prevail and require the Company to
treat all or any portion of its independent sales representatives as employees,
such change in status could adversely affect the Company's business.
DEPENDENCE UPON SALES REPRESENTATIVES
The success of the Company is largely attributable to its ability to attract
and retain experienced sales representatives. As of the date of this Prospectus,
the Company's sales force consists of approximately 700 sales representatives,
most of whom are independent representatives. During the nine months ended
September 30, 1996, no single sales representative was responsible for more than
3% of the Company's sales. The Company's independent sales representatives
generally have the right to represent other companies, including competitors of
the Company. The Company believes that the decision of a sales representative to
terminate his or her relationship with the Company could result in the Company
losing that representative's customers. Historically, the Company has not had
significant turnover among its sales representatives; however, there can be no
assurance that the Company will not experience higher turnover among its sales
representatives in the future.
COMPETITION
The advertising specialty industry is highly fragmented and competitive, and
the cost of entry is low. Although the Company believes its value-added services
provide it with a competitive advantage, these capabilities may result in higher
administrative costs than those incurred by certain of its smaller competitors.
Existing or new competitors may have substantially greater financial and other
resources than the Company. The Company also competes for advertising dollars
with other sources, such as television, radio, newspapers, magazines and
billboards. There can be no assurance that the Company will be able to continue
to compete successfully against current and future competitors or that
competitive pressures faced by the Company will not materially adversely affect
its business, operating results and financial condition in the future.
4
<PAGE>
THE COMPANY
The Company is one of the nation's leading marketers and distributors of
advertising specialty products to customers with significant advertising and
promotional requirements. The Company's national marketing strategy includes a
system of 13 showrooms throughout the United States in which it displays
products provided by its network of over 2,500 vendors and marketed by its
approximately 700 sales representatives. The Company and its sales
representatives assist customers by developing innovative advertising specialty
programs which are tailored to customers' specific needs. The Company's
customers utilize these products, which generally are articles of merchandise
imprinted or otherwise customized with a customer's name, logo or message, for
marketing, employee incentives and customer gifts and giveaways. These products
include (i) apparel items such as jackets, sweaters, hats and golf shirts, (ii)
business accessories such as clocks, portfolios, briefcases, blotters and pen
and pencil sets, (iii) recognition awards such as trophies and plaques and (iv)
other miscellaneous advertising items such as etched crystalware, calendars,
golf accessories, key chains, watches and mugs. The Company's customers include
manufacturing, financial service, broadcasting, consumer product and
communications companies as well as professional sports teams. Selected
customers of the Company include Motorola, Inc., The Quaker Oats Company, Time
Warner, Inc., Ameritech Corporation, America Online, Inc., Abbott Laboratories,
Andersen Consulting and Sony Signatures.
The Company is incorporated under the laws of the State of Illinois. Its
principal executive offices are located at 5980 West Touhy Avenue, Niles,
Illinois 60714, and its telephone number is (847) 647-2300.
5
<PAGE>
SELLING SHAREHOLDERS
The following table sets forth with respect to each of the Selling
Shareholders (i) the number of Shares beneficially owned as of December 20, 1996
and prior to the offering contemplated hereby, (ii) the maximum number of Shares
which may be sold in the offering pursuant to this Prospectus and (iii) the
number of Shares which will be beneficially owned after the offering, assuming
the sale of all the Shares set forth in (ii) above:
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP
PRIOR TO OFFERING SHARES AFTER OFFERING
----------------------- TO BE -------------------------
SELLING SHAREHOLDER SHARES(1) PERCENTAGE OFFERED SHARES PERCENTAGE
- ------------------------------------------ ---------- ----------- ------------------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Julius J. Barnhardt 173,064 * 62,028 111,036 *
Estate of
Herbert Maddox Fletcher 193,312 * 69,286 124,026 *
John G. White 157,876 * 56,585 101,291 *
Robert A. Hersch 20,151 * 15,464 4,687
William M. Hersch 7,734 * 7,734 -- --
Judie Bernon 429 * 429 -- --
Linden D. Nelson 2,662,655 13.45% 783,307 1,879,348 9.49%
Michelle Nelson 137,500 * 45,829 91,671 *
Julie A. Nelson, as Trustee
for Sanford Nelson 137,500 * 45,829 91,671 *
Julie A. Nelson, as Trustee
for Arielle Nelson 137,500 * 45,829 91,671 *
Steven J. Lemberg 78,760 * 78,760 -- --
Ellyn Robbins Family Trust 310,781 1.59% 97,500 213,281 1.09%
Joel C. Okner Family Trust 454,219 2.33 142,500 311,719 1.60
Samuel P. Okner Family Trust 502,031 2.58 157,500 344,531 1.77
Merchant Partners, Limited Partnership 637,475 3.27 128,436 509,039 2.61
Samuel P. Okner 318,730 1.64 116,564 202,166 1.04
</TABLE>
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* Less than 1%.
(1) For purposes of this table, a person is deemed to have "beneficial
ownership" of any shares of Common Stock which such person has the right to
acquire within 60 days after the date of this Prospectus. For purposes of
computing the percentage of outstanding shares of Common Stock held by each
person named above, any security which such person has the right to acquire
from the Company within 60 days after the date of this Prospectus is deemed
to be outstanding, but is not deemed to be outstanding for the purpose of
computing the percentage ownership of any other person.
1,211,080 shares of Common Stock offered hereby were acquired by the first
eleven Selling Shareholders listed in the table above from the Company in
connection with the Company's acquisition in 1995, 1996 and January 1997 of four
unrelated advertising specialty businesses, and have been registered under the
Act for resale by such Selling Shareholders in accordance with the provisions of
the respective acquisition agreements. Following completion of such
acquisitions, (i) each of Messrs. Robert A. Hersch and William M. Hersch and Ms.
Judith Bernon became employees of the Company, and (ii) Mr. Linden D. Nelson
became Vice Chairman of the Company's Board of Directors and Chief Executive
Officer of the Company's wholly-owned subsidiary acquired pursuant to the
January 1997 acquisition.
The remaining 642,500 shares of Common Stock offered hereby were acquired by
the last five Selling Shareholders listed in the table above from the Company in
connection with the Company's acquisition in 1996 (the "Merger Transactions") of
providers of outsourced telephone-based sales and marketing
6
<PAGE>
services. The shares of Common Stock issued pursuant to such acquisition were
previously registered by the Company under the Act pursuant to an effective
Registration Statement on Form S-4, and have been registered under the Act for
resale by such Selling Stockholders in accordance with the provisions of a
registration rights agreement by and among the Company and such Selling
Shareholders. Following completion of the Merger Transactions, (i) Mr. Seymour
N. Okner was nominated and appointed to the Company's Board of Directors, and
(ii) each of Messrs. Seymour N. Okner and Samuel P. Okner became, respectively,
Chairman and Chief Executive Officer and President and Chief Operating Officer
of two of the Company's wholly-owned subsidiaries which were acquired by the
Company pursuant to the Merger Transactions.
PLAN OF DISTRIBUTION
The Company has been advised by each Selling Shareholder that he or it
intends to sell all or a portion of the Shares offered hereby from time to time
to purchasers directly or by or through brokers, dealers, agents or
underwriters, who may receive compensation in the form of underwriting
discounts, concessions or commissions from them and/or purchasers of the Shares
for whom they may act as agent. Such sales of the Shares may be effected from
time to time in one or more transactions on the Nasdaq National Market, in the
over-the-counter market, in negotiated transactions or otherwise at a fixed
price or prices, which may be changed, at market prices prevailing at the time
of sale or at negotiated prices. Any or all of the Shares may be sold from time
to time by means of (a) a block trade in which the broker or dealer so engaged
will attempt to sell the Shares as agent but may position and resell a portion
of the block as principal to facilitate the transaction; (b) purchases by a
broker or dealer as principal and resale by such broker or dealer for its
account pursuant to this Prospectus; (c) ordinary brokerage transactions and
transactions in which the broker solicits purchasers; (d) through the writing of
options on the Shares; and (e) otherwise. To the extent required, the number of
Shares to be sold, the purchase price, the name of any such agent, broker,
dealer or underwriter and any applicable discounts or commissions and any other
required information with respect to a particular offer will be set forth in an
accompanying Prospectus Supplement. The aggregate net proceeds to the Selling
Shareholders from the sale of the Shares will be the purchase price of such
Shares less any commissions.
Each of the last five Selling Shareholders listed in the table under
"Selling Shareholders" has a separate contractual obligation to the Company to
refrain from selling, transferring, or otherwise disposing of any shares of
Common Stock prior to the public filing or announcement of results covering at
least thirty (30) days of combined operations of the Company, Market USA, Inc.,
an Illinois corporation and wholly-owned subsidiary of the Company ("Market
USA"), and Marusa Marketing Inc., a Canadian federal corporation and
wholly-owned subsidiary of the Company ("Marusa"). The Company, however, is
contractually obligated by means of a registration statement, declared effective
by the Commission prior to the public filing or announcement of results covering
at least thirty (30) days of combined operations of the Company, Market USA and
Marusa, to provide for the sale by such Selling Shareholders, among others, of a
whole number of shares of Common Stock equal to the quotient of $15 million
divided by the average per share price of the Common Stock for the ten trading
days prior to September 30, 1996. In addition, each of the Ellyn Robbins Family
Trust, the Joel C. Okner Family Trust, the Samuel P. Okner Family Trust, and
Samuel P. Okner have advised the Company that they do not currently intend to
sell any shares of Common Stock prior to April 1, 1997, absent a determination
that such sales can be made without recapture of profits pursuant to Section
16(b) of the Exchange Act.
In order to comply with the securities laws of certain states, if
applicable, the Shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
The Selling Shareholders and any brokers, dealers, agents or underwriters
that participate in the distribution of the Shares may be deemed to be
"underwriters" within the meaning of the Securities Act, in
7
<PAGE>
which event any discounts, concessions and commissions received by such brokers,
dealers, agents or underwriters and any profit on the resale of the Shares
purchased by them may be deemed to be underwriting commissions or discounts
under the Act.
No underwriter, broker, dealer or agent has been engaged by the Company in
connection with the distribution of the Shares.
Any Shares covered by this Prospectus which qualify for sale pursuant to
Rule 144 under the Securities Act may be sold under Rule 144 rather than
pursuant to this Prospectus. There is no assurance that any of the Selling
Shareholders will sell any or all of the Shares. A Selling Shareholder may
transfer, devise or gift such Shares by other means not described herein.
The Company will pay all of the expenses incident to the registration of the
Shares, other than underwriting discounts and selling commissions, if any.
Pursuant to agreements entered into in connection with certain of the
acquisitions described elsewhere herein, the Company and certain of the Selling
Shareholders have agreed to indemnify each other against certain liabilities,
including liabilities under the Act.
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon for the
Company by Neal, Gerber & Eisenberg, Chicago, Illinois.
EXPERTS
The consolidated financial statements of the Company as of December 31, 1994
and 1995 and for each of the three years in the period ended December 31, 1995,
incorporated in this Prospectus by reference to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1995, have been audited by
Arthur Andersen LLP, independent public accountants, as set forth in their
report with respect thereto, which is incorporated by reference herein. Such
financial statements are incorporated by reference herein in reliance upon the
authority of such firm as experts in auditing and accounting.
8
<PAGE>
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NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY, THE SELLING SHAREHOLDERS OR ANY BROKER, DEALER OR AGENT. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH
THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO
ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
Available Information.......................... 2
Incorporation of Certain Documents by
Reference..................................... 2
Risk Factors................................... 3
The Company.................................... 5
Selling Shareholders........................... 6
Plan of Distribution........................... 7
Legal Matters.................................. 8
Experts........................................ 8
</TABLE>
SHARES
HA-LO INDUSTRIES, INC.
COMMON STOCK
---------------------
PROSPECTUS
---------------------
January , 1997
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses in connection with the
sale and distribution of securities being registered, other than discounts,
concessions and brokerage commissions.
<TABLE>
<S> <C>
SEC registration fee.............................................. $ 15,800
Blue Sky fees and expenses........................................ 250*
Legal fees and expenses........................................... 7,500*
Accounting fees and expenses...................................... 2,500*
Miscellaneous..................................................... 3,950*
---------
Total......................................................... $ 30,000*
---------
---------
</TABLE>
- ------------------------
* Estimated
The Company will bear all of the foregoing expenses.
ITEM 15. 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.
Pursuant to agreements entered into in connection with certain of the
acquisitions described in the Prospectus, the Company and certain of the Selling
Shareholders have agreed to indemnify each other and such Selling Shareholders
have agreed to indemnify the Company's directors, officers and controlling
persons against certain liabilities, including liabilities under the Securities
Act of 1933, as amended, and in certain instances to contribute to payments such
persons may be required to make in respect thereof.
ITEM 16. EXHIBITS.
(a) Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------ --------------------------------------------------------------------------
<C> <S>
4.1 Specimen certificate representing Common Stock (incorporated by reference
to the Registration Statement on Form S-1, as amended (File No.
33-51698), filed by the Company under the Securities Act of 1933, as
amended).
5.1 Opinion of Neal, Gerber & Eisenberg.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Neal, Gerber & Eisenberg (included in Exhibit 5.1).
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------ --------------------------------------------------------------------------
<C> <S>
24.1 Powers of Attorney of certain officers and directors of the Company
(included on signature page).
</TABLE>
(b) Supplemental Financial Statement Schedules: None.
ITEM 17. UNDERTAKINGS.
(a) The undersigned 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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement.
PROVIDED, HOWEVER, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment 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.
(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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
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 insurance payments and 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 of 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-2
<PAGE>
(d) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus 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.
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-3 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 January 6, 1997.
HA-LO INDUSTRIES, INC.
(REGISTRANT)
By: /s/ LOU WEISBACH
-----------------------------------------
Lou Weisbach
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 Gregory J. Kilrea, 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 amendments.
II-4
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below on January 6, 1997, by the
following persons in the capacities indicated:
NAME TITLE
- ------------------------------ --------------------------
Director, Chairman,
/s/ LOU WEISBACH President and Chief
- ------------------------------ Executive Officer
Lou Weisbach (Principal Executive
Officer)
- ------------------------------
Linden D. Nelson Director, Vice-Chairman
Chief Financial Officer
GREGORY J. KILREA (Principal Financial
- ------------------------------ Officer and Principal
Gregory J. Kilrea Accounting Officer)
- ------------------------------
Thomas Herskovits Director
/s/ JORDON R. KATZ
- ------------------------------ Director
Jordon R. Katz
- ------------------------------
Marshall J. Katz Director
/s/ SEYMOUR N. OKNER
- ------------------------------ Director
Seymour N. Okner
/s/ RICHARD A. MAGID
- ------------------------------ Director, Treasurer and
Richard A. Magid Chief Operating Officer
/s/ NEIL RAMO
- ------------------------------ Director
Neil Ramo
/s/ JOSEPH REDDINGTON
- ------------------------------ Director
Joseph Reddington
/s/ DAVID C. ROBBINS
- ------------------------------ Director, Executive Vice
David C. Robbins President
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGE
- ----------- ------------------------------------------------------------------------------------------- -------------------
<C> <S> <C>
4.1 Specimen certificate representing Common Stock (incorporated by reference to the
Registration Statement on Form S-1, as amended (File No. 33-51698), filed by the Company
under the Securities Act of 1933, as amended).
5.1 Opinion of Neal, Gerber & Eisenberg.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Neal, Gerber & Eisenberg (included in Exhibit 5.1).
24.1 Powers of Attorney of certain officers and directors of the Company (included on signature
page).
</TABLE>
<PAGE>
Exhibit 5.1
January 6, 1997
HA-LO Industries, Inc.
5980 West Touhy Avenue
Niles, Illinois 60714
Re: Registration Statement on Form S-3
Gentlemen:
We have acted as counsel to HA-LO Industries, Inc., an Illinois
corporation (the "Company"), in connection with the preparation and filing
with the Securities and Exchange Commission under the Securities Act of 1933,
as amended, of the Company's Registration Statement on Form S-3 (the
"Registration Statement") relating to the proposed offering of 1,853,580
shares of Common Stock, no par value (the "Common Stock"), of the Company by
certain selling shareholders.
As such counsel, we have examined such documents and certificates of
officers of the Company as we deemed relevant and necessary as the basis for
the opinion hereafter 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 upon the foregoing, we are of the opinion that the shares of
Common Stock which are the subject of the Registration Statement have been
duly and validly issued and are fully paid and non-assessable.
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 heading
"Legal Matters" in the Prospectus comprising a part 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.
Very truly yours,
NEAL GERBER & EISENBERG
<PAGE>
Exhibit 23.1
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 29, 1996 included (or incorporated by reference) in HA-LO
Industries, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1995 and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Chicago, Illinois
January 2, 1997
