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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
/X/ Filed by the Registrant
/ / Filed by a Party other than the Registrant
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
HA-LO INDUSTRIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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HA-LO INDUSTRIES, INC.
5980 WEST TOUHY AVENUE
NILES, ILLINOIS 60714
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
FEBRUARY 18, 1997
Notice is hereby given that a Special Meeting of Shareholders of HA-LO
Industries, Inc., an Illinois corporation (the "Company"), will be held at the
Company's principal executive office, 5980 West Touhy Avenue, Niles, Illinois
60714 on Tuesday, February 18, 1997, at 4:00 p.m., local time, for the following
purposes:
(1)To consider and vote upon a proposal to amend Article Four of the
Company's Articles of Incorporation to increase the number of shares of
Common stock authorized for issuance thereunder from 25,000,000 to
100,000,000;
(2)To consider and vote upon a proposal to amend the Company's Articles of
Incorporation by adding Article Nine thereto to reduce the affirmative
vote of shareholders required to approve certain corporate actions; and
(3)To transact such other business as may properly come before the meeting.
Shareholders of record at the close of business on January 14, 1997 are
entitled to notice of and to vote at the meeting and at any postponements or
adjournments thereof. A complete list of the shareholders entitled to vote at
the meeting will be subject to inspection by any shareholder at the Company's
principal executive office, during usual business hours, for a period of ten
days prior to the meeting.
By Order of the Board of Directors,
BARBARA G. BERMAN, SECRETARY
Niles, Illinois
January 21, 1997
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THE BOARD OF DIRECTORS EXTENDS A CORDIAL INVITATION TO ALL SHAREHOLDERS TO
ATTEND THE MEETING. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE
COMPLETE, DATE, SIGN AND RETURN AS PROMPTLY AS POSSIBLE THE ENCLOSED PROXY IN
THE ACCOMPANYING REPLY ENVELOPE. SHAREHOLDERS WHO ATTEND THE MEETING MAY REVOKE
THEIR PROXIES AND VOTE IN PERSON.
<PAGE>
HA-LO INDUSTRIES, INC.
5980 WEST TOUHY AVENUE
NILES, ILLINOIS 60714
------------------------
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
FEBRUARY 18, 1997
The accompanying proxy is solicited by the Board of Directors of HA-LO
Industries, Inc., an Illinois corporation (the "Company"), for use at the
Special Meeting of Shareholders of the Company to be held on the date, at the
time and place and for the purposes set forth in the accompanying Notice of
Special Meeting of Shareholders and at any postponements or adjournments
thereof. The Company's principal executive office is located at 5980 West Touhy
Avenue, Niles, Illinois 60714 and its telephone number is (847) 647-2300.
Shareholders of record at the close of business on January 14, 1997 are entitled
to notice of and to vote at the meeting. This Proxy Statement and the
accompanying proxy are first being mailed to shareholders on or about January
21, 1997.
THE MEETING
VOTING AT THE MEETING
On January 13, 1997, there were issued and outstanding 19,627,066 shares of
common stock, no par value (the "Common Stock"). Each share of Common Stock
issued and outstanding on the record date entitles the holder thereof to one
vote on all matters submitted to a vote of shareholders at the meeting.
The presence in person or by proxy of the holders of a majority of the
outstanding shares of Common Stock will constitute a quorum. The affirmative
vote of the holders of not less than two-thirds of the outstanding shares of the
Company's common stock will be necessary to approve the amendments to the
Company's Articles of Incorporation.
PROXIES AND PROXY SOLICITATION
All shares of Common Stock represented by properly executed proxies will be
voted at the meeting in accordance with the directions marked on the proxies,
unless such proxies previously have been revoked. If no directions are indicated
on such proxies, they will be voted for the proposed amendments. If any other
matters are properly presented at the meeting for action, which is not presently
anticipated, the named proxies will vote in accordance with their best judgment.
Each proxy executed and returned by a shareholder may be revoked at any time
before it is voted by timely submission of written notice of revocation or by
submission of a duly executed proxy bearing a later date (in either case
directed to the Secretary of the Company) or, if a shareholder is present at the
meeting, he or she may elect to revoke his or her proxy and vote his or her
shares in person.
In addition to solicitation by mail, certain directors, officers and other
employees of the Company, not specially employed for this purpose, may solicit
proxies, without additional remuneration therefor, by personal interview, mail,
telephone or telecopy. The Company will request brokers and other fiduciaries to
forward proxy soliciting material to the beneficial owners of shares of Common
Stock that are held of record by such brokers and fiduciaries and will reimburse
such persons for their reasonable out-of-pocket expenses.
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PROPOSED AMENDMENT TO THE
ARTICLE OF INCORPORATION -- INCREASE OF AUTHORIZED SHARES
The Board of Directors has declared it to be advisable and has directed that
there be submitted to the shareholders of the Company a proposal, the text of
which is attached hereto as Exhibit A, to amend Article Four, Paragraph 1 of the
Company's Article of Incorporation to effect an increase in the number of
authorized shares of capital stock of the Company from 35,000,000 shares to
110,000,000 shares, consisting of an increase in the number of authorized shares
of Common Stock from 25,000,000 shares to 100,000,000 shares. In addition to the
authorized shares of Common Stock, the Company's Articles of Incorporation
currently authorize the issuance of 10,000,000 shares of Preferred Stock, in
such series as may be designated by the Board of Directors.
As of the close of business on January 13, 1997, 19,627,066 shares of Common
Stock were issued and outstanding, 3,889,881 shares of Common Stock were
reserved for issuance upon the exercise of options granted and to be granted
under the HA-LO Industries, Inc. Stock Plan (the "Plan"), and 1,216,560 shares
of Common Stock were reserved for issuance upon the exercise of other options
and warrants granted by the Company. As of January 13, 1997 no shares of
Preferred Stock were outstanding.
If approved, the increased number of authorized shares of Common Stock will
be available for issuance from time to time for such purposes and consideration
as the Board of Directors may approve, and no further vote of shareholders of
the Company will be required for such issuance, except as provided under
Illinois law or the rules of any national securities exchange on which the
Common Stock may at such time be listed. The availability of additional shares
of Common Stock for issue, without the delay and expense of obtaining the
approval of shareholders at a special meeting, will afford the Company greater
flexibility in acting upon proposed transactions. The Company currently has no
plans or arrangements with respect to any specific transaction (not yet
disseminated to the public); however, from time to time the Company has explored
various acquisition opportunities, and the granting of additional options
pursuant to stock plans; the Board of Directors believes that the availability
of additional Common Stock will afford the Company increased flexibility should
appropriate opportunities arise.
The additional shares of Common Stock for which authorization is sought
would be identical to the shares of Common Stock now authorized. Holders of
Common Stock do not have preemptive rights to subscribe for additional
securities which may be issued by the Company.
The additional shares of Common Stock for which authorization is sought
would be available for issuance by the Company by action of the Board of
Directors and could be used for purposes that might be deemed to be in defense
of a potential takeover threat. Such shares could be sold to purchasers who
might side with the Board of Directors in opposing a takeover bid which the
Board of Directors determines not to be in the best interests of the Company and
its shareholders. The issuance of new shares could discourage persons seeking to
gain control of the Company in other ways as well. In the event a person or
entity sought to take over the Company by means of the acquisition of a
substantial number of shares of the Company's Common Stock, which acquisition
was undertaken with a view to effecting a merger, sale of all or any part of the
Company's assets or a similar transaction, the issuance of new shares could be
used to dilute the stock ownership of such person or entity.
The amendment is not directed at any specific effort to obtain control of
the Company of which the Company is aware. The Board of Directors has no present
intention of soliciting a shareholder vote
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on any other proposal relating to a possible takeover of the Company; however,
the Board of Directors intends to study developments in this area, and, if
additional anti-takeover measures are deemed desirable, to adopt, or to propose
to shareholders the adoption of, such additional measures.
The affirmative vote of the holders of two-thirds of the outstanding shares
of Common Stock is required to approve the proposed increase in the number of
authorized shares of Common Stock. The Board of Directors believes that the
proposed increase in the number of authorized shares is in the best interests of
the Company and its shareholders and recommends that shareholders vote FOR the
proposed amendment.
PROPOSED AMENDMENT TO
ARTICLES OF INCORPORATION -- CHANGE OF REQUIRED VOTE
The Board of Directors has declared it to be advisable and has directed that
there be submitted to the shareholders of the Company a proposal, the text of
which is attached hereto as Exhibit B, to amend the Company's Articles of
Incorporation to add Article Nine thereto to effect a reduction in the requisite
affirmative vote of shares entitled to vote upon certain actions of the Company
(as described below) from at least two-thirds of the votes of shares entitled to
vote thereon to a majority of the votes of the shares entitled to vote thereon.
Generally, a simple majority of the votes of the shares entitled to vote
upon issues is required under the Business Corporation Act of 1983, as amended,
of the State of Illinois (the "Act"). Under the Act, however, unless the
Articles of Incorporation of a corporation provides otherwise, certain organic
acts ("Organic Acts") of the corporation would require the affirmative vote of
at least two-thirds of the votes of shares entitled to vote thereon. Currently,
under the Act, the Organic Acts are as follows: (a) certain mergers and
consolidations; (b) a sale, lease, exchange or other disposition of all or
substantially all of the property and assets of a corporation; (c) voluntary
dissolution of a corporation; and (d) certain amendments to the Articles of
Incorporation which require shareholder approval.
Following the approval of the proposed amendment, the Organic Acts may be
approved with the approval of at least a majority (rather than two-thirds) of
the combined voting power of the shareholders. As of January 13, 1997, directors
and executive officers of the Company, as a group, held an aggregate beneficial
ownership of approximately 33.5% of the outstanding shares of Common Stock
(including, as if outstanding, shares that directors and executive officers
could obtain by exercise of options exercisable within 60 days of January 13,
1997). Therefore, upon approval of the proposed amendment, if management voted
together against any proposal, management would be unable, voting alone, to
obstruct the adoption of such a proposal if the proposal was desired by the
holders of the majority of the shares.
The Board of Directors believes that the two-thirds voting requirement is no
longer meaningful but has become unnecessary and potentially cumbersome. The
Board of Directors believes that the adoption of the amendment reducing the
requisite number of votes for approval of the Organic Acts would provide greater
flexibility in connection with the management of the Company and transactions
and activities of the types set forth above and that this flexibility would be
beneficial to the Company and its shareholders. The Board of Directors believes
that the two-thirds voting provisions are no longer meaningful or necessary due
to the current ownership structure of the Company and may actually hinder the
Company's ability to raise capital or enter into business combinations the
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Board of Directors believes are in the best interests of the Company.
Furthermore, the Board of Directors believes that the Organic Acts should not be
blocked by holders of one-third of the Common Stock outstanding.
Adoption of the amendment would have the effect of rendering less difficult
the accomplishment of business combinations, certain changes to the Articles of
Incorporation, future increases to the authorized shares of capital stock of the
Company, and changes in control of the Company. The adoption of the amendment
would make it easier for current management to effect changes to the Articles of
Incorporation which they favor, but would make it more difficult for the current
management to preclude such changes they opposed or to retain control if a
hostile takeover was attempted.
The affirmative vote of the holders of two-thirds of the outstanding shares
of Common Stock is required to approve the proposed decrease in the number of
affirmative votes of shares required for the Organic Acts herein. The Board of
Directors believes that the proposed amendment is in the best interests of the
Company and its shareholders and recommends that the shareholders vote FOR the
proposed amendment.
1997 ANNUAL MEETING OF SHAREHOLDERS
The 1997 Annual Meeting of Shareholders is presently scheduled to be held on
June 2, 1997. As previously set forth in the Company's proxy statement for the
1996 Annual Meeting of Shareholders, any proposals of shareholders intended to
be personally presented at the 1997 Annual Meeting of Shareholders were required
to have been received by the Secretary of the Company for inclusion in the
Company's Proxy Statement and form of proxy no later than January 14, 1997.
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EXHIBIT A
PROPOSED AMENDMENT TO ARTICLES
OF INCORPORATION OF
HA-LO INDUSTRIES, INC.
Paragraph 1 of Article Four of the Corporation's Articles of Incorporation
is amended to read in its entirety as follows:
ARTICLE FOUR
PARAGRAPH 1: The number of shares which the Corporation shall be authorized
to issue, itemized by class, series and par value, if any, is:
<TABLE>
<CAPTION>
PER SHARE PAR
CLASS SERIES VALUE SHARES AUTHORIZED
- ----------- --------- ------------------ -----------------
<S> <C> <C> <C>
Common None No par value 100,000,000
Preferred None No par value 10,000,000
</TABLE>
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EXHIBIT B
PROPOSED AMENDMENT TO ARTICLES
OF INCORPORATION OF
HA-LO INDUSTRIES, INC.
The Articles of Incorporation of the Corporation are amended by the addition
of Article Nine which shall read as follows:
ARTICLE NINE OTHER PROVISIONS.
Pursuant to the authorization of the Business Corporation Act of 1983 of the
State of Illinois (as amended from time to time), the requirement of approval of
certain acts by the affirmative vote of at least two-thirds of the votes of
shares entitled to vote is hereby reduced to the affirmative vote of a majority
of the votes of the shares entitled to vote on the issue and a majority of the
shares of each class or series of shares entitled to vote as a class or series.
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PROXY HA-LO INDUSTRIES, INC. PROXY
SPECIAL MEETING OF THE SHAREHOLDERS - FEBRUARY 18, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
The undersigned shareholder of HA-LO INDUSTRIES, INC., an Illinois
corporation (HA-LO), hereby appoints Lou Weisbach and Richard A. Magid, and
each of them, proxies and attorneys-in-fact of the undersigned, each with
full power of substitution, to attend and act for the undersigned at the
Special Meeting of Shareholders to be held on Tuesday, February 18, 1997 at
4:00 p.m., local time at the Company's offices located at 5980 West
Touhy Avenue, Niles, Illinois 60714 and at any adjournments or postponements
thereof, and in connection therewith to vote and represent all of the shares of
Common Stock of HA-LO which the undersigned would be entitled to vote.
Said proxies and attorneys, and each of them, shall have the powers which
the undersigned would have if acting in person. Said proxies, without hereby
limiting their general authority, are authorized to vote in accordance with
their best judgment with respect to all matters incident to the conduct of
the Special Meeting and all matters presented at the meeting but which are
not known to the Board of Directors at the time of solicitation of this
proxy. The undersigned hereby revokes any other proxy to vote at such meeting
and hereby ratifies and confirms all that said proxies and attorneys, and
each of them, may lawfully do by virtue hereof.
Each of the above named proxies at said meeting, either in person or by
substitute, shall have and exercise all the powers of said proxies hereunder.
This proxy will be voted in accordance with the choices specified by the
undersigned on this proxy. In their discretion, each of the above-named
proxies is authorized to vote upon such other business incident to the
conduct of the Special Meeting as may properly come before the meeting or any
postponements or adjournments thereof. IF NO INSTRUCTIONS ARE INDICATED
HEREIN, THIS PROXY WILL BE TREATED AS A GRANT OF AUTHORITY TO VOTE FOR THE
PROPOSALS AND ANY OTHER MATTERS TO BE VOTED UPON AT THE SPECIAL MEETING OR AT
ANY POSTPONEMENTS OR ADJOURNMENTS THEREOF.
PLEASE VOTE, SIGN, DATE AND PROMPTLY RETURN THIS CARD
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
<PAGE>
PLEASE MARK VOTES IN OVALS IN THE FOLLOWING MANNER USING DARK INK ONLY /X/
[ ]
For Against Abstain
1. Proposal to amend Article Four of the Company's / / / / / /
Articles of Incorporation to increase the number
of shares of Common stock authorized for issuance
thereunder from 25,000,000 to 100,000,000.
For Against Abstain
2. Proposal to amend the Company's Articles of / / / / / /
Incorporation by adding Article Nine thereto to
reduce the affirmative vote of shareholders required
to approve certain corporate actions.
The undersigned acknowledges receipt of the copy of the Notice of Special
Meeting and Proxy Statement relating to the Special Meeting.
Dated _____________________________________________________________, 1997
___________________________________________________________________
Signature
___________________________________________________________________
Signature
(This Proxy should be dated, signed by the shareholder(s) exactly as his or
her name(s) appears hereon, and returned promptly in the enclosed envelope.
Persons signing in a fiduciary capacity should so indicate. If shares are
held by joint tenants or as community property, both shareholders should
sign.)
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