<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 1, 1999
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
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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)
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With copies to:
BARRY J. SHKOLNIK, ESQ.
NEAL, GERBER & EISENBERG
TWO NORTH LASALLE STREET
CHICAGO, ILLINOIS 60602
(312) 269-8000
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Approximate date of commencement of proposed sale to the public:
FROM TIME TO TIME AFTER THE REGISTRATION STATEMENT BECOMES EFFECTIVE.
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<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
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<S> <C> <C> <C> <C>
Common Stock, no par value....... 901,510 shares $6.1875 $5,578,094 $1,473.00
</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 November 29,
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.
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<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 DECEMBER 1, 1999
PROSPECTUS
901,510 SHARES
HA-LO INDUSTRIES, INC.
COMMON STOCK
(NO PAR VALUE PER SHARE)
This prospectus relates to 901,510 shares of HA-LO common stock that may
be offered for sale or otherwise transferred from time to time by the selling
shareholders identified in this prospectus. The aggregate net proceeds to the
selling shareholders from the sale of the shares of HA-LO common stock will
equal the sales 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 901,510 shares of common stock, including legal
and accounting fees, will be paid by us.
All of the 901,510 shares of common stock offered hereby were acquired
by the selling shareholders from us in connection with our December 1998
acquisition of an advertising specialty business. All of the shares offered
hereby will be available immediately for sale hereunder. See "Selling
Shareholders."
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 November
29, 1999 on the New York Stock Exchange was $6 1/8 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.
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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.
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The date of this Prospectus is , 1999.
<PAGE>
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YOU SHOULD RELY ONLY ON INFORMATION CONTAINED IN OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS. NEITHER WE NOR THE SELLING SHAREHOLDERS HAVE
AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION. WE ARE NOT
MAKING AN OFFER OF THESE SECURITIES IN ANY STATE WHERE THE OFFER IS NOT
PERMITTED. YOU SHOULD NOT ASSUME THAT THE INFORMATION PROVIDED BY THE
PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF
THIS PROSPECTUS.
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TABLE OF CONTENTS
<TABLE>
<S> <C>
RISK FACTORS....................................... 3
THE COMPANY........................................ 5
USE OF PROCEEDS.................................... 6
SELLING SHAREHOLDERS............................... 6
PLAN OF DISTRIBUTION............................... 7
LEGAL MATTERS...................................... 8
EXPERTS............................................ 9
WHERE TO FIND MORE INFORMATION..................... 9
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.... 10
</TABLE>
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, NO PAR VALUE PER SHARE (THE "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. We can give you
no assurance that we will be able to successfully integrate acquired
businesses into our existing operations, realize the intended benefits of
such acquisitions, or retain sales representatives and key employees
previously associated with acquired businesses.
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.
RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS
We currently have offices in North America, Europe and Asia, 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
3
<PAGE>
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 Industries, Inc., an Illinois corporation (the "Company" or
"HA-LO"), with substantial operations in Canada and Europe, is a full
service, innovative brand marketing organization whose diverse marketing
disciplines, or competency groups, are centered around its client's brand.
Brand marketing builds the value of the brand by connecting it with target
audiences to achieve strategic marketing objectives.
The Company's competency groups are organized into three operating
segments: promotional products, marketing services and telemarketing. The
marketing services segment includes promotion marketing, brand strategy and
identity, presence marketing and consumer event marketing. Each one of the
segments has similar products and services, production processes, types of
customers, distribution methods and regulatory environments.
COMPETENCY GROUPS INCLUDE:
PROMOTIONAL PRODUCTS, offered by HA-LO, physically connect the brand
with identified target markets and individuals through repeated exposure to
merchandise that builds brand awareness, enhances brand recognition and
creates brand loyalty.
PROMOTION MARKETING, offered by Promotion Marketing LLC d/b/a UPSHOT
("UPSHOT"), connects the brand with the consumer at strategic points of
contact through consumer and retail promotion, merchandising and sponsorship
activation.
BRAND STRATEGY AND IDENTITY, offered by Lipson Associates, Inc.,
connects a company product, service or image with a target audience by
creating, revitalizing, or leveraging a brand through brand identity, design,
and integrated communication programs.
PRESENCE MARKETING, offered by HA-LO Sports & Entertainment and Events
By HA-LO, connects the brand with the target audience through sports and
corporate sponsorships, licensing, corporate meetings, events and sales
incentive programs.
RELATIONSHIP MARKETING, offered by UPSHOT and Market USA, Inc., connects
the brand with the target audience through consumer events - including a new
product sampling and brand awareness programs - and through a range of
telemarketing services.
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.
5
<PAGE>
USE OF PROCEEDS
All of the 901,510 shares of Common Stock (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.
SELLING SHAREHOLDERS
The following table sets forth with respect to the Selling Shareholders
(i) the number of Shares beneficially owned as of November 29, 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) PERCENTAGE OFFERED SHARES PERCENTAGE
- -------------------- --------- ---------- ------- ------ ----------
<S> <C> <C> <C> <C> <C>
The Irving and Linda
Rubenstein Family
Revocable Trust............ 1,058,967(2) 2.2% 428,322 630,645 1.3%
Ralph Rubenstein........... 1,065,967(3) 2.2% 428,322 637,645 1.3%
The I & L Rubenstein
Family Foundation.......... 52,299 * 22,433 29,866 *
JANT Foundation............ 43,799 * 22,433 21,366 *
</TABLE>
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* Less than 1%.
(1) For purposes of this table, a person is deemed to have "beneficial
ownership" of any shares of Common Stock which such person has the right
to acquire within 60 days after the date of this Prospectus. For
purposes of computing the percentage of outstanding shares of Common
Stock held by each person named above, any security which such person
has the right to acquire from the Company within 60 days after the date
of this Prospectus is deemed to be outstanding, but is not deemed to be
outstanding for the purpose of computing the percentage ownership of any
other person.
(2) Does not include 52,299 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 53,799 shares held by the JANT Foundation, a
charitable foundation of which Mr. Irving Rubenstein is Director,
Secretary and CFO.
(3) Does not include 53,799 shares held by the JANT Foundation, a charitable
foundation of which Mr. Ralph Rubenstein is Director and President.
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6
<PAGE>
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 acquisition in December 1998 of an advertising specialty
business, and have been registered under the Securities Act of 1933, as
amended (the "Securities Act"), for resale by the Selling Shareholders in
accordance with the provisions of the acquisition agreement. Following
completion of such acquisition, (i) Mr. Ralph Rubenstein became a director
and President of a subsidiary of the Company and (ii) Mr. Irving Rubenstein
became a director and Chief Executive Officer, Secretary and Chief Financial
Officer of a subsidiary of the Company.
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 New York Stock
Exchange (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
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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 Securities
Exchange Act of 1934, as amended (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.
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.
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EXPERTS
The consolidated financial statements of the Company as of December 31,
1998 and 1997 and for each of the three years in the period ended December
31, 1998, incorporated in this Prospectus by reference to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1998, have
been audited by Arthur Andersen LLP, independent public accountants, as set
forth in their report with respect thereto, and are incorporated by reference
herein in reliance upon the authority of such firm as experts in auditing and
accounting.
WHERE TO FIND MORE INFORMATION
HA-LO is subject to the informational requirements of 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 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 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.
9
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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, 1998 (the "HA-LO 10-K"); (ii) the portions of the Company's
Proxy Statement for the Annual Meeting of Shareholders held on May 11, 1999
that have been incorporated by reference into the HA-LO 10-K; (iii) the
portions of the Company's 1999 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, 1999; (v) Quarterly Report on Form 10-Q
for the quarter ended June 30, 1999; (vi) Quarterly Report on Form 10-Q for
the quarter ended September 30, 1999; 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 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: Gregory J. Kilrea, Chief Financial
Officer, Telephone (847) 647-2300.
10
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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.............................. $ 1,473
Legal fees and expenses........................... 4,000*
Accounting fees and expenses...................... 2,500*
Miscellaneous..................................... 3,027*
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Total........................................ $11,000*
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</TABLE>
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* 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
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<S> <C>
4.1 Specimen certificates 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, and to
Exhibit 4.2 to the Company's Annual Report on Form 10-K for
the year ended December 31, 1998 (File No. 001-13525) filed
by the Company under the Securities Exchange Act of 1934, 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).
II-1
<PAGE>
24.1 Powers of Attorney of certain officers and directors of the
Company (included on signature page).
</TABLE>
(b) Supplemental Financial Statement Schedules: None.
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.
II-2
<PAGE>
(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-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Chicago, State of Illinois, on
November 29, 1999.
HA-LO INDUSTRIES, INC.
(Registrant)
By: /S/ JOHN R. KELLEY, JR.
------------------------
John R. Kelley, Jr.
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
We, the undersigned officers and directors of HA-LO Industries, Inc.,
hereby severally constitute John R. Kelley, Jr. 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 November 29, 1999, by the
following persons in the capacities indicated:
<TABLE>
<CAPTION>
NAME TITLE
---- -----
<S> <C>
/S/ JOHN R. KELLEY, JR. President, Chief Executive Officer and
- ----------------------- Director (Principal Executive Officer)
John R. Kelley, Jr.
/S/ LOU WEISBACH Chairman of the Board
- -----------------------
Lou Weisbach
/S/ LINDEN D. NELSON Vice Chairman
- -----------------------
Linden D. Nelson
/S/ GREGORY J. KILREA Chief Financial Officer
- ----------------------- (Principal Financial Officer and Principal
Gregory J. Kilrea Accounting Officer)
II-4
<PAGE>
/S/ ROBERT SOSNICK Director
- -----------------------
Robert Sosnick
/S/ THOMAS HERSKOVITS Director
- -----------------------
Thomas Herskovits
/S/ MARSHALL J. KATZ Director
- -----------------------
Marshall J. Katz
/S/ SEYMOUR N. OKNER Director
- -----------------------
Seymour N. Okner
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
4.1 Specimen certificates 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, and to
Exhibit 4.2 to the Company's Annual Report on Form 10-K for
the year ended December 31, 1998 (File No. 001-13525) filed
by the Company under the Securities Exchange Act of 1934, 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-6
<PAGE>
EXHIBIT 5.1
December 1, 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 901,510 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
March 1, 1999 included in HA-LO Industries, Inc.'s Annual Report on Form 10-K
for the year ended December 31, 1998 and to all references to our Firm
included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
Chicago, Illinois
November 30, 1999
