<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 30, 1997
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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>
ILLINOIS 36-3573412
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
</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
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
--------------------------
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......... 1,385,882 shares $28.06 $38,887,849 $11,785
</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 Company's Common
Stock as reported on the National Market System of the NASD on September 24,
1997.
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.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
SUBJECT TO COMPLETION, DATED SEPTEMBER 30, 1997
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>
PROSPECTUS
1,385,882 SHARES
HA-LO INDUSTRIES, INC.
COMMON STOCK
(NO PAR VALUE PER SHARE)
This Prospectus relates to 1,385,882 shares (the "Shares") of common stock,
no par value per share (the "Common Stock"), of HA-LO Industries, Inc., an
Illinois corporation (the "Company"). The Shares will be offered for sale or
otherwise transferred 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, at negotiated prices,
or without consideration, or by any other legally available means. The Selling
Shareholders may offer the Shares to third parties (including 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.
1,162,863 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 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. The remaining 223,019 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
1997 of two 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. 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 September
24, 1997 on the National Market System was $28 1/16 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 October , 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, 1996 (the "HA-LO 10-K"); (ii) the portions of the Company's Proxy
Statement for the Annual Meeting of Shareholders to be held on June 2, 1997 that
have been incorporated by reference into the HA-LO 10-K; (iii) the portions of
the Company's 1997 Annual Report to Shareholders that have been incorporated by
reference into the HA-LO 10-K; (iv) Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1997; (v) Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1997; (vi) Current Report on Form 8-K dated
January 17, 1997; (vii) Current Report on Form 8-K/A dated March 19, 1997; and
(viii) 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 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
2
<PAGE>
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
fifteen advertising specialty businesses and two 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 fiscal year ended December 31, 1996, sales to Montgomery Ward &
Co. Incorporated ("Montgomery Ward") accounted for approximately 15% 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. In
February 1996, as part of an internal reorganization, Montgomery Ward informed
the Company that it could not forecast its anticipated purchases under the
agreement for the fiscal year ended December 31, 1997. The loss of all or a
significant portion of the Montgomery Ward account would adversely affect the
Company's 1997 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. To date, the IRS
has proposed adjustments to increase the Company's federal withholding, federal
unemployment and social security tax liabilities for the years ended December
31, 1993 and 1994, and similar proposed adjustments are possible for subsequent
periods. However, the Company believes its characterization of its sales
representatives as independent contractors is proper and is evaluating its
various alternatives. As an initial step, the Company has requested an
administrative appeal of the proposed adjustments for the years ended December
31, 1993 and 1994 by the IRS Regional Director of Appeals. The issue 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 fiscal year ended
December 31, 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.
USE OF PROCEEDS
All of the shares of Common Stock covered hereby are being offered by the
Selling Shareholders. The Company will not receive any of the proceeds from the
sales of Common Stock by the Selling Shareholders.
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 September 25,
1997 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>
Ellyn Robbins Family Trust.................... 310,781 1.50% 106,640 204,141 *
Joel C. Okner Family Trust.................... 340,223 1.65 155,859 184,364 *
Samuel P. Okner Family Trust.................. 465,531 2.25 172,265 293,266 1.42%
Seymour N. Okner.............................. 964,201 4.67 728,099 236,102 1.14
Merchandising Associates Limited
Partnership.................................. 78,336 * 68,544 9,792 *
Bas Partecipazioni Societa Semplice........... 18,183 * 18,183 -- --
Compagnia della Seta S.r.l.................... 23,445 * 23,445 -- --
Maurizio Baschi............................... 18,753 * 18,753 -- --
Francesco Baschi.............................. 2,960 * 2,960 -- --
Chiara Renzi.................................. 601 * 601 -- --
Tiziana Bettarini............................. 339 * 339 -- --
Maria Cristina Morfini........................ 593 * 593 -- --
Claudio Latanza............................... 17,755 * 17,755 -- --
Bizet BV...................................... 57,218 * 57,218 -- --
TCR International Partners L.P................ 14,628 * 14,628 -- --
</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.
1,162,863 shares of Common Stock offered hereby were acquired by the first
four 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 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
Shareholders 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 (trustee of the Samuel P. Okner Family
Trust) became, respectively, Chairman and Chief Executive Officer and President
and Chief Operating Officer of two of the Company's wholly-owned subsidiaries.
The remaining 223,019 shares of Common Stock offered hereby were acquired by
the last eleven Selling Shareholders listed in the table above from the Company
in connection with the Company's acquisition in 1997 of two 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. Each of Maurizio Baschi, Francesco Baschi,
Chiara Renzi and Tiziana Bettarini is a director of a wholly-owned subsidiary of
the Company.
6
<PAGE>
PLAN OF DISTRIBUTION
The Company has been advised by each Selling Shareholder that he or she
intends to sell or transfer all or a portion of the Shares offered hereby from
time to time to third parties (including 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 the Selling
Shareholder and/or from purchasers of the Shares for whom they may act as agent.
Such sales and transfers 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, at
negotiated prices, or without consideration, or by any other legally available
means. Any or all of the Shares may be sold or transferred 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; (e) pledges as collateral to secure loans, credit or other financing
arrangements and any subsequent foreclosure, if any, thereunder; (f) gifts,
donations and contributions; and (g) otherwise. To the extent required, the
number of Shares to be sold or transferred, 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. This Prospectus also may be
used, with the Company's prior written consent, by donees and pledgees of the
Selling Shareholders.
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 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 the acquisition
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.
7
<PAGE>
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, 1995
and 1996 and for each of the three years in the period ended December 31, 1996,
incorporated in this Prospectus by reference to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1996, 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
Use of Proceeds........................................................... 5
Selling Shareholders...................................................... 6
Plan of Distribution...................................................... 7
Legal Matters............................................................. 8
Experts................................................................... 8
</TABLE>
1,385,882 SHARES
HA-LO INDUSTRIES, INC.
COMMON STOCK
---------------------
PROSPECTUS
---------------------
October , 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>
<CAPTION>
<S> <C>
SEC registration fee............................................... $ 11,785
Blue Sky fees and expenses......................................... 250*
Legal fees and expenses............................................ 5,000*
Accounting fees and expenses....................................... 2,500*
Miscellaneous...................................................... 1,465*
---------
Total.......................................................... $ 21,000*
---------
---------
</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 the acquisition
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
- ----------- ---------------------------------------------------------------------------------------------------------
<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>
(b) Supplemental Financial Statement Schedules: None.
II-1
<PAGE>
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.
(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.
II-2
<PAGE>
(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 September 29, 1997.
HA-LO INDUSTRIES, INC.
(Registrant)
By: /s/ LOU WEISBACH
-----------------------------------------
Lou Weisbach
CHAIRMAN, 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.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below on September 29, 1997, by the
following persons in the capacities indicated:
<TABLE>
<CAPTION>
NAME TITLE
- ------------------------------------------------------ ---------------------------------------------------------
<C> <S>
/s/ LOU WEISBACH
------------------------------------------- Chairman, 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
/s/ GREGORY J. KILREA
------------------------------------------- Chief Financial Officer (Principal Financial Officer and
Gregory J. Kilrea Principal Accounting Officer)
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
NAME TITLE
- ------------------------------------------------------ ---------------------------------------------------------
<C> <S>
/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 RAMO
------------------------------------------- Director
Neil Ramo
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION 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
September 29, 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 1,385,882 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,
/s/ 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 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
September 29, 1997
