<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 13, 1998
REGISTRATION NO. 333-
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- --------------------------------------------------------------------------------
UNITED STATES
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)
ILLINOIS 36-3573412
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5980 WEST TOUHY AVENUE, NILES, ILLINOIS 60714
(847) 647-2300
(Address, including zip code and telephone number, including
area code, of registrant's 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.................. 972,319 shares $32.063 $31,175,464 $9,197
</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 New York Stock Exchange on July 6, 1998.
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>
SUBJECT TO COMPLETION, DATED JULY 13, 1998
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
972,319 SHARES
[LOGO]
HA-LO INDUSTRIES, INC.
COMMON STOCK
(NO PAR VALUE PER SHARE)
This Prospectus relates to 972,319 shares (the "Shares") of common stock, no
par value per share (the "Common Stock"), of HA-LO Industries, Inc., an Illinois
corporation (the "Company" or "HA-LO"). The Shares will be offered for sale or
otherwise transferred from time to time by the prospective shareholder described
herein (the "Selling Shareholder") in transactions (which may include block
transactions) on the New York Stock Exchange (the "NYSE") 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 Shareholder 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 Shareholder 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 Shareholder 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
Shareholder. The expenses incurred in registering the Shares, including legal
and accounting fees, will be paid by the Company.
The shares of Common Stock offered hereby consist of 972,319 shares which
may be issued in the future upon the exercise of various warrants and which will
be "restricted securities" under the Act prior to their sale hereunder. This
Prospectus has been prepared for the purpose of registering such shares of
Common Stock under the Act to allow for future sales by the Selling Shareholder
to the public without restriction. See "Selling Shareholders."
The Common Stock is listed on the NYSE under the symbol "HMK." The last
reported sale price of the Common Stock on July 8, 1998 on the NYSE was $35 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 NOR HAS THE 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 July , 1998.
<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 listed on the
NYSE and such reports, proxy statements and other information also can be
inspected at the offices of the NYSE, 20 Broad Street, 17th Floor, New York, New
York 10005.
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, 1997 (the "HA-LO 10-K"); (ii) the portions of the Company's Proxy
Statement for the Annual Meeting of Shareholders held on June 2, 1998 that have
been incorporated by reference into the HA-LO 10-K; (iii) the portions of the
Company's 1998 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
quarter ended March 31, 1998; and (v) 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 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: Michael Nemlich, Vice President of Corporate
Development/Financial Relations, Telephone (847) 647-2300.
2
<PAGE>
RISK FACTORS
The following factors should be considered carefully in evaluating an
investment in the Shares offered hereby.
RISKS ASSOCIATED WITH GROWTH THROUGH ACQUISITIONS
An important element of the Company's growth strategy has been and continues
to be the acquisition of businesses that complement, enhance or geographically
expand its existing services. Since January 1, 1993, the Company has acquired 18
promotional products companies and two telephone-based marketing companies.
There can be no assurance, however, that HA-LO will be able to (i) maintain its
recent growth rate through acquisitions, (ii) identify suitable acquisition
candidates and acquire such companies on favorable terms, (iii) successfully
integrate acquired businesses into its existing operations or realize the
intended benefits of such acquisitions, or (iv) retain sales representatives and
key employees previously associated with acquired businesses. To complete future
acquisitions, the Company may issue a significant number of shares of Common
Stock and/or incur significant additional indebtedness, which could have a
dilutive effect on the Company's earnings or book value per share of Common
Stock.
DIFFICULTIES OF MANAGING RAPID GROWTH
The Company has experienced rapid growth over the past several years as a
result of internal growth and acquisitions; continued rapid growth can be
expected to place significant demands on its management and resources. If the
Company is unable to manage growth effectively, its business, results of
operations or financial condition could be materially adversely affected.
QUARTERLY FLUCTUATIONS IN SALES AND EARNINGS; FOURTH QUARTER CONCENTRATION
Some of the Company's customers tend to utilize a greater portion of their
advertising and promotional budgets in the latter half of the year, which
historically has resulted and may continue to result in a disproportionately
large share of the Company's net sales being recognized in the fourth quarter.
The Company incurs general and administrative expenses evenly throughout the
year, which historically has resulted and may continue to result in a
disproportionate share of its net income being reported in the fourth quarter.
In addition, the timing of and method of accounting used to report the results
of operations of acquired businesses may cause substantial fluctuations in the
Company's operating results from quarter to quarter. Therefore, the operating
results for one quarter may not be a reliable indicator of the results to be
expected in any future quarter.
DEPENDENCE UPON SALES REPRESENTATIVES AND KEY PERSONNEL
The success of the Company is largely attributable to its ability to
attract, motivate and retain high quality sales representatives. The Company's
sales force currently consists of approximately 700 core sales representatives.
Most of the Company's sales representatives are independent contractors who are
not contractually prohibited from representing other companies, including the
Company's competitors. The Company is not dependent upon any one or any
affiliated group of sales representatives for a material amount of its revenues;
however, when a sales representative terminates his or her relationship with the
Company, that representative's customers may cease to utilize the Company's
services. There can be no assurance that the Company will not experience a
significant turnover rate in the future. In addition, the Company's success has
been the result, in large part, of the skills and efforts of the Company's
senior management. The Company's success and continued growth will depend on its
ability to recruit, hire, motivate and retain other highly qualified managerial
personnel, including personnel previously employed by or associated with
businesses acquired by the Company. The loss of one or several members of senior
management or the inability of the Company to attract and retain highly
qualified managerial personnel
3
<PAGE>
could have a material adverse effect on the Company's business, future growth,
results of operations or financial condition.
RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS
The Company currently has offices in the United States, Canada, Italy, Great
Britain, Argentina, Belgium and Hong Kong, and an important component of the
Company's growth strategy is to expand its international distribution
capabilities. The Company seeks to acquire additional international businesses
to further enhance its abilities to meet the needs of its multi-national
clients; however, there can be no assurance that the Company will be able
successfully to identify suitable international acquisition candidates, acquire
such candidates on economically favorable terms or integrate acquired businesses
into its existing operations. In addition, there are certain risks inherent in
conducting international business, including exposure to currency fluctuations,
longer collection cycles, compliance with foreign laws, unexpected changes in
regulatory requirements, staffing and managing foreign operations, political
instability, currency control laws and potentially adverse tax consequences.
There can be no assurance that one or more of such factors will not have a
material adverse effect on the Company's existing international operations and
on its international expansion plans.
COMPETITION
The promotional products industry is highly fragmented and competitive, with
few barriers to entry. The Company believes that its national and international
distribution capabilities, professional sales force and complementary,
value-added marketing services provide it with a competitive advantage; however,
these capabilities also may result in higher administrative costs than those
incurred by certain of HA-LO's smaller competitors. In addition, certain of the
Company's competitors are manufacturers as well as distributors and may enjoy an
advantage over the Company with respect to the cost of the goods they
manufacture. The Company's existing competitors, and companies that may enter
the market, may have substantially greater financial and other resources than
HA-LO. The Company also competes for advertising dollars with other media, such
as television, radio, newspapers, magazines and billboards. There can be no
assurance that HA-LO will be able to continue to compete successfully against
current and future competitors or that competitive pressures faced by HA-LO will
not materially adversely affect its business, operating results and financial
condition.
4
<PAGE>
THE COMPANY
HA-LO is the largest and one of the fastest growing distributors of
promotional products in the United States and also has substantial operations in
Canada and Europe. In addition to its promotional products business, the Company
provides other value-added marketing services, such as telephone-based
marketing, full-service advertising, events planning services and sports
marketing.
HA-LO's promotional products business represented over 80% of its 1997 net
sales. To market its promotional products, HA-LO utilizes a system of 25 sales
offices with showrooms located primarily in the United States and also in Canada
and Europe. The showrooms display some of the 300,000 products provided by the
Company's network of more than 2,500 vendors. HA-LO's approximately 700 core
sales representatives market and sell promotional products primarily to large
and mid-sized corporations. The Company's promotional products are items that
are useful or decorative and are imprinted or otherwise customized with a
customer's name, logo or message. These products are utilized by the Company's
customers for marketing, to build brand recognition and as employee incentives,
customer gifts and giveaways. Promotional products are designed to be utilized
by the recipient over an extended period of time, so that the products enjoy
repeated exposure and reinforce a brand name or marketing message. The Company
has exclusive rights to distribute merchandise manufactured by Champion
Products, Inc. and Roots, Canada to corporate customers in the United States and
Canada. HA-LO also has established a joint marketing relationship with Sony
Signatures, a division of Sony Corporation of America and one of the lead
sponsors of World Cup Soccer '98. Customers of HA-LO include AlliedSignal,
America Online, Ameritech, Ford Motor Company, General Electric, General Mills,
Motorola, Time Warner, the Chicago Bulls and the Green Bay Packers.
The Company is incorporated under the laws of the State of Illinois. Its
principal executive officers 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 are being offered by the Selling Shareholder. The Company
will not receive any of the proceeds from the sale of Shares by the Selling
Shareholder.
5
<PAGE>
SELLING SHAREHOLDER
The following table sets forth with respect to the Selling Shareholder (i)
the number of Shares beneficially owned prior to the offering contemplated
hereby and (ii) the maximum number of Shares which may be sold in the offering
pursuant to this Prospectus. The Selling Shareholder may offer Shares under this
Prospectus from time to time and may elect to sell none, some or all of the
Shares set forth next to its name. As a result, the Company cannot estimate the
number of shares of Common Stock that the Selling Shareholder will beneficially
own after termination of sales under this Prospectus.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP PRIOR
TO OFFERING MAXIMUM NUMBER OF
-------------------------- SHARES TO BE
SELLING SHAREHOLDER SHARES PERCENTAGE OFFERED
- ----------------------------------------------------------------- ------------- ----------- -------------------
<S> <C> <C> <C>
Montgomery Ward & Co., Incorporated.............................. 972,319 (1) 3.4% 972,319
</TABLE>
- ------------------------
(1) Includes 972,319 Shares reserved for issuance upon the exercise of warrants
granted by the Company to Montgomery Ward & Co., Incorporated ("Montgomery
Ward") in connection with that certain Exclusive Premium Purchasing
Agreement, dated January 11, 1995, as amended, between the Company and
Montgomery Ward. 648,162 of such Shares are issuable upon the exercise of
warrants at an exercise price of $3.56 per share (the "Old Warrants") and
324,157 of such Shares are issuable upon the exercise of warrants at an
exercise price of $13.34 per share. As of June 29, 1998, 540,135 of the Old
Warrants had vested. The remaining Shares will vest, subject to satisfaction
of certain conditions, in varying amounts on an annual basis through 2005.
For purposes of computing the percentage of outstanding shares of Common
Stock held by the Selling Shareholder, any security which such person has
the right to acquire from the Company after the date of this Prospectus is
deemed to be outstanding.
PLAN OF DISTRIBUTION
The Company has been advised by the Selling Shareholder that it 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 NYSE, 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
Shareholder 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
Shareholder.
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
6
<PAGE>
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 Shareholder 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 the Selling Shareholder
will sell any or all of the Shares. The 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.
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, 1997
and 1996 and for each of the three years in the period ended December 31, 1997,
incorporated in this Prospectus by reference to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1997, 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.
7
<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 SHAREHOLDER 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 Shareholder.................................. 6
Plan of Distribution................................. 6
Legal Matters........................................ 7
Experts.............................................. 7
</TABLE>
[LOGO]
HA-LO INDUSTRIES, INC.
972,319 Shares
Common Stock
(no par value)
PROSPECTUS
JULY , 1998
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<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............................................... $ 9,197
Legal fees and expenses............................................ 5,000*
Accounting fees and expenses....................................... 2,500*
Miscellaneous...................................................... 2,600*
---------
Total............................................................ $ 19,297*
---------
---------
</TABLE>
- ------------------------
* Estimated
The Company will bear all of the foregoing expenses.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Illinois Business Corporation Act of 1983, as amended (the "IBCA"),
provides for indemnification by the Company of its directors and officers. In
addition, the Restated Articles of Incorporation of the Company require the
Company to indemnify any current or former director or officer to the fullest
extent permitted by the IBCA. The Company maintains officers' and directors'
liability insurance which insures against liabilities that officers and
directors of the Company may incur in such capacities. The Company has also
entered into indemnity agreements with each of its directors and officers
pursuant to which it has agreed to indemnify such persons against any and all
losses and expenses to the fullest extent permitted under the Company's Articles
and By-laws and the IBCA and to advance to such persons any and all expenses
arising in connection therewith.
ITEM 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).
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.
II-2
<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 July 13, 1998.
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 July 13, 1998, by the following
persons in the capacities indicated:
<TABLE>
<CAPTION>
NAME TITLE
- ---------------------------------------- -------------------------------------
<C> <S>
/s/ LOU WEISBACH Director, Chairman, President and
- ---------------------------------------- Chief Executive Officer (Principal
Lou Weisbach 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 Principal
Gregory J. Kilrea Accounting Officer)
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
NAME TITLE
- ---------------------------------------- -------------------------------------
<C> <S>
/s/ ROBERT SOSNICK Director
- ----------------------------------------
Robert Sosnick
/s/ THOMAS HERSKOVITS Director
- ----------------------------------------
Thomas Herskovits
/s/ JORDAN 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-4
<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........................................................... II-6
23.1 Consent of Arthur Andersen LLP................................................................ II-7
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>
II-5
<PAGE>
EXHIBIT 5.1
July 13, 1998
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 972,319 shares of Common Stock,
no par value (the "Common Stock"), of the Company by a certain selling
shareholder.
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, when issued and paid
for in the manner provided for in the warrants, will be duly and validly issued
and outstanding, 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
II-6
<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 13, 1998
included (or incorporated by reference) in HA-LO Industries, Inc.'s Annual
Report on Form 10-K for the year ended December 31, 1997 and to all references
to our Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
--------------------------------------
ARTHUR ANDERSEN LLP
Chicago, Illinois
July 13, 1998
II-7
