<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 19, 1999
REGISTRATION NO. 333-
================================================================================
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)
GREGORY J. KILREA
CHIEF FINANCIAL 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.
___________
<PAGE>
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 PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value.......... 1,035,000 shares $19.1719 $13,228,611 $3,678
</TABLE>
(1) Pursuant to Rule 416, this registration statement also covers such
indeterminate number of shares of the Company's Common Stock as may be
issued as a result of stock dividends, stock splits or similar
transactions prior to the termination of this registration statement.
(2) 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 February 11, 1999.
Because the Company announced a 3-for-2 stock split in the form of a 50%
stock dividend to be paid on February 19, 1999, the 1,035,000 shares to be
registered equalled 690,000 shares on February 11, 1999.
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>
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE
SELLING SHAREHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN
OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.
<PAGE>
SUBJECT TO COMPLETION, DATED FEBRUARY 19, 1999
PROSPECTUS
1,035,000 SHARES
HA-LO INDUSTRIES, INC.
COMMON STOCK
(NO PAR VALUE PER SHARE)
This is a secondary public offering of 1,035,000 shares of common stock of
HA-LO Industries, Inc. The shares of common stock will be offered for sale or
otherwise transferred from time to time by one or more of the Selling
Shareholders described herein in transactions (which may include block
transactions) on the New York Stock Exchange 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 of common stock 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 of
common stock may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended, 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 of common stock purchased by them may be
deemed to be underwriting commissions or discounts under the Securities Act.
The aggregate net proceeds to the Selling Shareholders from the sale of the
shares of common stock will be the purchase price of such shares of common stock
less any commissions. See "Plan of Distribution." We will not receive any of
the proceeds from the sale of the shares of common stock by the Selling
Shareholders. The expenses incurred in registering the shares of common stock,
including legal and accounting fees, will be paid by us.
Our common stock is listed on the New York Stock Exchange under the symbol
"HMK." The last reported sale price of our common stock on February 17, 1999 on
the New York Stock Exchange was $19 9/16 per share.
Our principal executive offices are located at 5980 West Touhy Avenue,
Niles, Illinois 60714, and our telephone number is (847) 647-2300.
INVESTING IN OUR COMMON STOCK INVOLVES CERTAIN RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 3.
___________
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
___________
The date of this Prospectus is , 1999.
<PAGE>
AVAILABLE INFORMATION
HA-LO Industries, Inc., an Illinois corporation (the "Company" or "HA-LO"),
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., 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., Washington,
D.C. 20549, at prescribed rates. Information on the operation of the Public
Reference Room is available by telephone at 1-800-SEC-0330. 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, no par value per
share (the "Common Stock"), is listed on the New York Stock Exchange (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 Securities Act of 1933, as amended
(the "Securities 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; (v) Quarterly Report on Form 10-Q for the quarter
ended June 30, 1998; (vi) Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998; and (vii) 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 1,035,000 shares of Common Stock (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
YOU SHOULD CONSIDER CAREFULLY THE FOLLOWING FACTORS AND THE OTHER
INFORMATION IN THIS PROSPECTUS BEFORE DECIDING TO INVEST IN SHARES OF OUR COMMON
STOCK.
RISKS ASSOCIATED WITH GROWTH THROUGH ACQUISITIONS
An important element of our growth strategy has been and continues to be
the acquisition of businesses that complement, enhance or geographically expand
our existing services. Since January 1, 1993, we have acquired 22 promotional
products companies, two telephone-based marketing agencies, two promotion
marketing companies and a brand identity and package design firm. We can give
you no assurance, however, that we will be able to (i) maintain our recent
growth rate through acquisitions, (ii) identify suitable acquisition candidates
and acquire such companies on favorable terms, (iii) successfully integrate
acquired businesses into our 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, we may issue a significant number of shares of Common Stock and/or
incur significant additional indebtedness, which could have a dilutive effect on
our earnings or book value per share of Common Stock.
DIFFICULTIES OF MANAGING RAPID GROWTH
We have 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 our management and resources. If we are unable to
manage growth effectively, our business, results of operations or financial
condition could be materially adversely affected.
QUARTERLY FLUCTUATIONS IN SALES AND EARNINGS; FOURTH QUARTER CONCENTRATION
Some of our 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 our net sales being recognized in the fourth quarter. We incur
general and administrative expenses evenly throughout the year, which
historically has resulted and may continue to result in a disproportionate share
of our 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 our 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
Our success is largely attributable to our ability to attract, motivate and
retain high quality sales representatives. Our sales force currently consists
of approximately 750 core sales representatives. We are not dependent upon any
one or any affiliated group of sales representatives for a material amount of
our revenues; however, when a sales representative's relationship with us
terminates, customers serviced by such representative may cease to purchase our
products. We can give you no assurance that we will not experience a
significant turnover rate in the future. In addition, our success has been the
result, in large part, of the skills and efforts of our senior management. Our
success and continued growth will depend on our ability to recruit, hire,
motivate and retain other highly qualified managerial personnel, including
personnel previously employed by or associated with businesses acquired by us.
The loss of one or several members of our senior management or our inability to
attract and retain highly qualified managerial personnel could have a material
adverse effect on our business, future growth, results of operations or
financial condition.
3
<PAGE>
RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS
We currently have offices in the United States, Canada, Italy, Great
Britain, France, Argentina, Belgium and Hong Kong, and an important component of
our growth strategy is to expand our international distribution capabilities.
We seek to acquire additional international businesses to further enhance our
abilities to meet the needs of our multi-national clients; however, we can give
you no assurance that we will be able successfully to identify suitable
international acquisition candidates, acquire such candidates on economically
favorable terms or integrate acquired businesses into our 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. We can give you no
assurance that one or more of such factors will not have a material adverse
effect on our existing international operations and on our international
expansion plans.
COMPETITION
The promotional products industry is highly fragmented and competitive,
with few barriers to entry. We believe that our national and international
distribution capabilities, professional sales force and complementary,
value-added marketing services provide us with a competitive advantage; however,
these capabilities also may result in higher administrative costs than those
incurred by certain of our smaller competitors. In addition, certain of our
competitors are manufacturers as well as distributors and may enjoy an advantage
over us with respect to the cost of the goods they manufacture. Our existing
competitors, and companies that may enter the market, may have substantially
greater financial and other resources than we do. We also compete for
advertising dollars with other media, such as television, radio, newspapers,
magazines and billboards. We can give you no assurance that we will be able to
continue to compete successfully against current and future competitors or that
competitive pressures faced by us will not materially adversely affect our
business, operating results and financial condition.
VOLATILITY OF STOCK PRICE
The Common Stock historically has been subject to significant price
fluctuations in response to a variety of factors, including quarterly variations
in operating results, announcing acquisitions, strategic alliances and joint
ventures, general conditions in the promotional products industry, and general
economic and market conditions. In addition, the stock market has experienced
significant price and volume fluctuations that have adversely affected the
market prices of equity securities of some companies and that often have been
unrelated to the operating performance of such companies.
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 promotion
marketing, brand identity and packaging, telephone-based marketing, full-service
advertising, events planning services and sports marketing.
HA-LO's promotional products business represented over 80% of its 1998 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 750 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 Roots, Canada to
corporate customers in the United States and Canada. 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 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 are being offered by one or more of the shareholders
described herein (the "Selling Shareholders"). The Company will not receive any
of the proceeds from the sale of Shares by the Selling Shareholders.
5
<PAGE>
SELLING SHAREHOLDERS
The following table sets forth with respect to the Selling Shareholders
(i) the number of Shares beneficially owned as of February 18, 1999 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
Shares set forth in (ii) above:
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP
PRIOR TO OFFERING AFTER OFFERING
----------------- SHARES TO BE --------------
SELLING SHAREHOLDERS SHARES(1)(2) PERCENTAGE OFFERED SHARES PERCENTAGE
-------------------- ------------ ---------- ------------ ------- ----------
<S> <C> <C> <C> <C> <C>
The Irving and Linda Rubenstein Family
Revocable Trust................................. 1,284,967(3) 2.7% 428,322 856,645 1.8%
Ralph Rubenstein................................ 1,284,967(4) 2.7% 428,322 856,645 1.8%
The I & L Rubenstein Family Foundation.......... 67,299 * 22,433 44,866 *
JANT Foundation................................. 67,299 * 22,433 44,866 *
Merchandising Associates Limited Partnership.... 32,545 * 32,545 0 *
Thomas J. Olson and Mary Ann Olson, Joint
Tenants......................................... 49,150 * 49,150 0 *
Frank F. Castellano and Patricia J. Castellano,
Joint Tenants................................... 51,795 * 51,795 0 *
</TABLE>
___________
* 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.
(2) The share calculations in this table incorporate the effect of a 3-for-2
stock split in the form of a 50% stock dividend by the Company on February
19, 1999 (prior to the effectiveness of this registration statement).
(3) Does not include 67,299 shares held by The I & L Rubenstein Family
Foundation, a charitable foundation of which Mr. Irving Rubenstein, a
trustee of The Irving and Linda Rubenstein Family Revocable Trust, is
Director and President and Linda Rubenstein, a trustee of The Irving and
Linda Rubenstein Family Revocable Trust, is Director, Secretary and CFO.
Also does not include 67,299 shares held by the JANT Foundation, a
charitable foundation of which Mr. Irving Rubenstein is Director, Secretary
and CFO.
(4) Does not include 67,299 shares held by the JANT Foundation, a charitable
foundation of which Mr. Ralph Rubenstein is Director and President.
___________
All of the Shares offered hereby were acquired by the Selling Shareholders
listed in the table above from the Company in connection with the Company's
acquisitions in 1997 and 1998 of two advertising specialty businesses and one
telemarketing company, and have been registered under the Securities Act for
resale by the Selling Shareholders in accordance with the provisions of the
respective acquisition agreements. Following completion of such acquisitions,
(i) Mr. Ralph Rubenstein became a director and President of a subsidiary of the
Company, (ii) Mr. Irving Rubenstein became a director and Chief Executive
Officer, Secretary and Chief Financial Officer of a subsidiary of the Company
and (iii) Mr. Thomas J. Olson became an employee of a subsidiary of the Company.
6
<PAGE>
PLAN OF DISTRIBUTION
The Company is registering the Shares on behalf of the Selling
Shareholders. The Shares covered by this Prospectus may be offered and sold by
the Selling Shareholders, or by purchasers, transferees, donees, pledgees or
other successors in interest, directly or through brokers, dealers, agents or
underwriters who may receive compensation in the form of discounts, commissions
or similar selling expenses paid by a Selling Shareholder or by a purchaser of
the Shares on whose behalf such broker-dealer may act as agent. Sales and
transfers of the Shares may be effected from time to time in one or more
transactions, in private or public transactions, on the NYSE, in the
over-the-counter market, in negotiated transactions or otherwise, at a fixed
price or prices that may be changed, at market prices prevailing at the time of
sale, at negotiated prices, without consideration or by any other legally
available means. Any or all of the Shares may be sold from time to time by
means of (a) a block trade, in which a broker or dealer attempts to sell the
Shares as agent but may position and resell a portion of the Shares as principal
to facilitate the transaction; (b) purchases by a broker or dealer as principal
and the subsequent sale by such broker or dealer for its account pursuant to
this Prospectus; (c) ordinary brokerage transactions (which may include long or
short sales) and transactions in which the broker solicits purchasers; (d) the
writing (sale) of put or call options on the Shares; (e) the pledging of the
Shares as collateral to secure loans, credit or other financing arrangements
and, upon any subsequent foreclosure, the disposition of the Shares by the
lender thereunder; and (f) any other legally available means.
To the extent required with respect to a particular offer or sale of the
Shares, a Prospectus Supplement will be filed pursuant to Section 424(b)(3) of
the Securities Act, and will accompany this Prospectus, to disclose (a) the
number of Shares to be sold, (b) the purchase price, (c) the name of any broker,
dealer or agent effecting the sale or transfer and the amount of any applicable
discounts, commissions or similar selling expenses, and (d) any other relevant
information.
The Selling Shareholders may transfer the Shares by means of gifts,
donations and contributions. This Prospectus may be used by the recipients of
such gifts, donations and contributions to offer and sell the Shares received by
them, directly or through brokers, dealers or agents and in private or public
transactions; however, if sales pursuant to this Prospectus by any such
recipient could exceed 500 Shares, then a Prospectus Supplement would need to be
filed pursuant to Section 424(b)(3) of the Securities Act to identify the
recipient as a Selling Shareholder and disclose any other relevant information.
Such Prospectus Supplement would be required to be delivered, together with this
Prospectus, to any purchaser of such Shares.
In connection with distributions of the Shares or otherwise, the Selling
Shareholders may enter into hedging transactions with brokers, dealers or other
financial institutions. In connection with such transactions, brokers, dealers
or other financial institutions may engage in short sales of the Company's
Common Stock in the course of hedging the positions they assume with Selling
Shareholders. To the extent permitted by applicable law, the Selling
Shareholders also may sell the Shares short and redeliver the Shares to close
out such short positions.
The Selling Shareholders and any broker-dealers who participate in the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of Section 2(11) of the Securities Act and any discounts, commissions or similar
selling expenses they receive and any profit on the resale of the Shares
purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act. As a result, the Company has informed the Selling
Shareholders that Regulation M, promulgated under the Exchange Act, may apply to
sales by the Selling Shareholders in the market. The Selling Shareholders may
agree to indemnify any broker, dealer or agent that participates in transactions
involving the sale of the Shares against certain liabilities, including
liabilities arising under the Securities 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 discounts, concessions or commissions.
7
<PAGE>
Each of the Selling Shareholders is acting independently of the Company in
making decisions with respect to the timing, price, manner and size of each
sale. No broker, dealer or agent has been engaged by the Company in connection
with the distribution of the Shares. There is no assurance, therefore, that the
Selling Shareholders will sell any or all of the Shares. In connection with the
offer and sale of the Shares, the Company has agreed to make available to the
Selling Shareholders copies of this Prospectus and any applicable Prospectus
Supplement and has informed the Selling Shareholders of the need to deliver
copies of this Prospectus and any applicable Prospectus Supplement to purchasers
at or prior to the time of any sale of the Shares offered hereby.
The Shares covered by this Prospectus may qualify for sale pursuant to
Section 4(1) of the Securities Act or Rule 144 promulgated thereunder, and may
be sold pursuant to such provisions rather than pursuant to this Prospectus.
The Company will not receive any proceeds from the sale of the Shares
covered by this Prospectus and has agreed to pay all of the expenses incident to
the registration of the Shares, other than discounts and selling concessions or
commissions, if any, and fees and expenses of counsel for the Selling
Shareholders, 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.
8
<PAGE>
_______________________________________________
_______________________________________________
NEITHER WE NOR THE SELLING SHAREHOLDERS HAVE AUTHORIZED ANY DEALER,
SALESPERSON OR OTHER PERSON TO GIVE ANY INFORMATION OR REPRESENT ANYTHING NOT
CONTAINED IN THIS PROSPECTUS. YOU MUST NOT RELY ON ANY UNAUTHORIZED
INFORMATION. THIS PROSPECTUS DOES NOT OFFER TO SELL OR BUY ANY SHARES IN ANY
JURISDICTION WHERE IT IS UNLAWFUL. THE INFORMATION IN THIS PROSPECTUS IS
CURRENT AS OF FEBRUARY 18, 1999.
___________
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>
1,035,000 SHARES
HA-LO INDUSTRIES, INC.
COMMON STOCK
___________
PROSPECTUS
___________
, 1999
_______________________________________________
_______________________________________________
<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........................ $3,678
Legal fees and expenses..................... 5,000*
Accounting fees and expenses................ 2,500*
Miscellaneous............................... 3,822*
---------
Total................................... $15,000*
=========
</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>
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
Securities 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
Securities 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 February 18, 1999.
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 February 18, 1999, by the
following persons in the capacities indicated:
<TABLE>
<CAPTION>
NAME TITLE
---- -----
<S> <C>
/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
/s/ GREGORY J. KILREA Chief Financial Officer
--------------------------- (Principal Financial Officer and
Gregory J. Kilrea Principal Accounting Officer)
/s/ ROBERT SOSNICK Director
---------------------------
Robert Sosnick
II-3
<PAGE>
/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
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
<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>
II-5
<PAGE>
EXHIBIT 5.1
February 19, 1999
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 1,035,000 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 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
February 19, 1999
