<PAGE>
As filed with the Securities and Exchange Commission on March 31, 1998
Registration No. ____________
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
------------------
HA-LO INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)
------------------
ILLINOIS 36-3573412
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5980 WEST TOUHY AVENUE
NILES, ILLINOIS 60714
(847) 647-2300
(Address, including zip code, and telephone number, including area code, of
Registrant's executive offices)
------------------
HA-LO INDUSTRIES, INC. 1997 STOCK PLAN (AMENDED AND RESTATED)
------------------------------------------------------------
(Full title of the plan)
LOU WEISBACH
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
HA-LO INDUSTRIES, INC.
5980 WEST TOUHY AVENUE
NILES, ILLINOIS 60714
(847) 647-2300
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
With copies to:
BARRY J. SHKOLNIK, ESQ.
NEAL, GERBER & EISENBERG
TWO NORTH LASALLE STREET
CHICAGO, ILLINOIS 60602
(312) 269-8000
------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
|Title of Securities | Amount | Proposed Maximum | Proposed Maximum | Amount of |
| to be Registered | to be Registered |Offering Price Per Unit| Aggregate Offering Price| Registration Fee|
- ------------------------------------------------------------------------------------------------------------------
|<S> |<C> |<C> |<C> |<C> |
|Common Stock, | | | | |
|no par value | 1,500,000 shares | $ 35.47 (1) | $ 53,205,000.00 | $ 15,695.48 (2) |
- ------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) under
the Securities Act of 1933, as amended, on the basis of the average of the high and low prices of the Company's
Common Stock as reported on the New York Stock Exchange on March 27, 1998. Does not reflect an indeterminate
number of shares that may be issued as a result of anti-dilution provisions contained in the above-referenced Plan.
<PAGE>
(2) This Registration Statement registers additional shares of the Registrant's Common Stock issuable pursuant to the
same employee benefit plan, as amended and restated, for which Registration Statement 333-28361 is currently
effective. Accordingly, pursuant to Instruction E on Form S-8, the registration fee is being paid with respect
to the additional securities only.
</TABLE>
<PAGE>
INTRODUCTION
Registration Statement No. 333-28361 was filed with the Securities and
Exchange Commission on June 3, 1997 by HA-LO Industries, Inc. (the
"Corporation" or the "Registrant") to register 1,500,000 shares of its common
stock, no par value, (the "Common Stock"), issuable pursuant to the HA-LO
Industries, Inc. 1997 Stock Plan (Restated) (the "Plan"). Registration
Statement No. 333-28361 is still effective. This Registration Statement is
being filed to register 1,500,000 additional shares of the Common Stock
issuable by the Corporation pursuant to the Plan, as amended and restated.
Except as modified hereby, the contents of the Corporation's
Registration Statement No. 333-28361 is incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Corporation with the Securities and
Exchange Commission pursuant to the Securities Act of 1934, as amended (the
"Exchange Act"), are incorporated herein by reference and made a part hereof:
(a) Annual Report on Form 10-K for the fiscal year ended December 31,
1997;
(b) The description of the Company's Common Stock contained in the
Registration Statement dated October 20, 1992 filed pursuant to
Section 12 of the Exchange Act and any amendment or report filed
for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold,
shall be deemed incorporated by reference in this Registration Statement and
to be part hereof from the date of filing of such documents.
ITEM 8. EXHIBITS
Exhibit
No. Description
- ------- -----------
5.1 Opinion of Neal, Gerber & Eisenberg
10.1 HA-LO Industries, Inc. 1997 Stock Plan (Amended and Restated)
(incorporated by reference to Exhibit 10.39 to the Annual Report
on Form 10-K for the fiscal year ended December 31, 1997)
23.1 Consent of Neal, Gerber & Eisenberg (included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
24.1 Powers of Attorney (included in the signature pages hereto)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Chicago, State of Illinois, on
March 31, 1998.
HA-LO INDUSTRIES, INC.
By: /s/ Lou Wiesbach
-------------------------------
Lou Weisbach
Chairman of the Board, President and Chief Executive Officer
We, the undersigned officers and directors of HA-LO Industries, Inc.,
hereby severally constitute Lou Weisbach, Richard A. Magid and Barry J.
Shkolnik, and each of them singly, our true and lawful attorneys with full power
to them, and each of them singly, to sign for us and in our names in the
capacities indicated below, any and all amendments, including post-effective
amendments, to this Registration Statement, and generally to do all such things
in our name and behalf in such capacities to enable HA-LO Industries, Inc. to
comply with the applicable provisions of the Securities Act of 1933, as amended,
and all requirements of the Securities and Exchange Commission, and we hereby
ratify and confirm our signatures as they may be signed by our said attorneys,
or any of them, to any and all such documents.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on March 31, 1998 by the following
persons in the capacities indicated.
SIGNATURE TITLE
--------- -----
/s/ Lou Weisbach Chairman of the Board, President and Chief
--------------------------- Executive Officer
Lou Weisbach (Principal Executive Officer)
/s/ Linden D. Nelson Vice Chairman
---------------------------
Linden D. Nelson
/s/ Richard A. Magid Chief Operating Officer, Director
---------------------------
Richard A. Magid
/s/ David C. Robbins Executive Vice President, Director
---------------------------
David C. Robbins
2
<PAGE>
/s/ Gregory J. Kilrea Chief Financial Officer
--------------------------- (Principal Financial Officer and Principal
Gregory J. Kilrea Accounting Officer)
/s/ Thomas Herskovits Director
---------------------------
Thomas Herskovits
/s/ Jordon R. Katz Director
---------------------------
Jordon R. Katz
/s/ Marshall J. Katz Director
---------------------------
Marshall J. Katz
/s/ Seymour N. Okner Director
---------------------------
Seymour N. Okner
/s/ Neil A. Ramo Director
---------------------------
Neil A. Ramo
/s/ Robert Sosnick Director
---------------------------
Robert Sosnick
3
<PAGE>
EXHIBIT 5.1
March 31, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: HA-LO Industries, Inc.
Registration Statement on Form S-8
Gentlemen:
We are counsel to HA-LO Industries, Inc., an Illinois corporation (the
"Company"), and in such capacity we have assisted in the preparation and
filing with the Securities and Exchange Commission under the Securities Act
of 1993, as amended, of the Company's Registration Statement on Form S-8 (the
"Registration Statement") relating to the issuance from time to time by the
Company of up to 1,500,000 shares of the Company's common stock, no par value
per share (the "Common Stock"), pursuant to the HA-LO Industries, Inc. 1997
Stock Plan (Amended and Restated) (the "Plan").
As such counsel, we have examined the Plan, the Company's Restated
Articles of Incorporation, the Amended and Restated Bylaws of the Company,
the minute books of the Company and such other papers, documents and
certificates of public officials and certificates of officers of the Company
as we have deemed relevant and necessary as the basis for the opinions
hereinafter expressed. In such examinations, we have assumed the genuineness
of all signatures and the authenticity of all documents submitted to us as
originals and the conformity to original documents of all documents submitted
to us as conformed or photostatic copies.
Based on the foregoing, we are of the opinion that:
1. The issuance from time to time by the Company of up to an
additional 1,500,000 shares of Common Stock pursuant to the Plan as
described in the prospectus previously delivered to participants in the
Plan (the "Prospectus") has been duly and validly authorized by all
necessary corporate action on the part of the Company.
2. When issued and paid for as described in the Prospectus and in
accordance with the Plan, the additional 1,500,000 shares available for
issuance under the Plan will be duly and validly issued and outstanding,
fully paid and non-assessable shares of Common Stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
<PAGE>
Securities and Exchange Commission
Page 2
Please be advised that certain partners of, attorneys associated with
and/or of counsel to our firm beneficially own shares of Common Stock.
The opinions expressed above are limited to the laws of the State of
Illinois and the federal laws of the United States, and are limited to the
specific legal matters expressly addressed herein. No opinion is expressed
with respect to the laws of any other jurisdiction or any legal matter not
addressed herein. This opinion speaks only as of the date hereof and we
undertake no obligation to update this opinion.
Very truly yours,
/s/ NEAL, GERBER & EISENBERG
<PAGE>
EXHIBIT 23.2
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
February 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
Chicago, Illinois
March 31, 1998
