<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 26, 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)
<TABLE>
<S> <C>
ILLINOIS 36-3573412
(State or other jurisdiction (I.R.S. Employer
of Identification
incorporation or organization) No.)
</TABLE>
5980 WEST TOUHY AVENUE, NILES, ILLINOIS 60714
(847) 647-2300
(Address, including zip code and telephone number, including
area code, of registrant's principal executive offices)
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.
------------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, no par value............ 1,277,610 shares $5.96875 $7,625,735 $2,120
</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 August 24, 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>
SUBJECT TO COMPLETION, DATED AUGUST 26, 1999
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>
PROSPECTUS
1,277,610 SHARES
HA-LO INDUSTRIES, INC.
COMMON STOCK
(NO PAR VALUE PER SHARE)
------------------
This prospectus relates to 1,277,610 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 1,277,610 shares of common stock, including legal and accounting
fees, will be paid by us.
All of the 1,277,610 shares of common stock offered hereby were acquired by
the selling shareholders from us in connection with our August 1998 acquisition
of a brand identity and package design firm. 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 August 24, 1999 on
the New York Stock Exchange was $5 15/16 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>
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.
------------------------
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................................................................................. 8
WHERE TO FIND MORE INFORMATION.......................................................... 9
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE......................................... 9
</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
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
3
<PAGE>
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. ("LAGA"),
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 1,277,610 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 August 24, 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 BENEFICIAL
OWNERSHIP OWNERSHIP
PRIOR TO OFFERING AFTER OFFERING
---------------------------- ----------------------------
<S> <C> <C> <C> <C> <C>
SHARES TO BE
SELLING SHAREHOLDERS SHARES(1) PERCENTAGE OFFERED SHARES PERCENTAGE
- ---------------------------------------------- ----------- --------------- ------------------- --------- -----------------
Howard J. Alport.............................. 476,740 * 425,870 50,870 *
Allan R. Glass................................ 476,739 * 425,870 50,869 *
Stevan G. Lipson.............................. 851,740 1.7% 425,870 425,870 *
</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.
- ------------------------
The Shares hereby offered by the Selling Shareholders were acquired from the
Company in connection with the Company's acquisition in 1998 of LAGA. All of the
Shares offered hereby have been registered under the Act for resale by such
Selling Shareholders in accordance with the provisions of the acquisition
agreement. Following completion of such acquisition, Mr. Lipson became President
of LAGA, and each of Mr. Alport and Mr. Glass became Executive Vice President of
LAGA.
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 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 of 1933, as amended (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 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.
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, 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.
8
<PAGE>
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.
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; and (vi) the description of the Common Stock contained in
the Registration Statement dated October 20, 1992 filed pursuant to Section 12
of the Exchange Act and any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the offering
of the Shares, shall be deemed to be incorporated by reference herein and to be
a part hereof from the date of filing of such documents. Any statement contained
herein or in any document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for the purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed to constitute a part of this
Prospectus, except as so modified or superseded. The Company will provide
without charge to each person, including any beneficial owner, to whom a copy of
this Prospectus is delivered, upon written or oral request of such person, a
copy of any or all of the information that has been incorporated by reference in
this Prospectus (excluding exhibits to such information which are not
specifically incorporated by reference into such information). Requests for such
information should be directed to HA-LO Industries, Inc., 5980 West Touhy
Avenue, Niles, Illinois 60714, Attention: Michael Nemlich, Vice President of
Corporate Development/Financial Relations, Telephone (847) 647-2300.
9
<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............................................................... $ 2,120
Legal fees and expenses............................................................ 4,000*
Accounting fees and expenses....................................................... 2,500*
Miscellaneous...................................................................... 2,380*
---------
Total.......................................................................... $ 11,000*
---------
---------
</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>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ------------- -----------------------------------------------------------------------------------------------------
<C> <S>
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>
(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 August 26, 1999.
<TABLE>
<S> <C> <C>
HA-LO INDUSTRIES, INC.
(Registrant)
By: /s/ LOU WEISBACH
-----------------------------------------
Lou Weisbach
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE
OFFICER
</TABLE>
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 August 26, 1999, by the
following persons in the capacities indicated:
<TABLE>
<CAPTION>
NAME TITLE
- ------------------------------ --------------------------
<C> <S>
Chairman of the Board,
/s/ LOU WEISBACH 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,
Richard A. Magid Director
/s/ DAVID C. ROBBINS
- ------------------------------ Executive Vice President,
David C. Robbins Director
Chief Financial Officer
/s/ GREGORY J. KILREA (Principal Financial
- ------------------------------ Officer and Principal
Gregory J. Kilrea Accounting Officer)
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
NAME TITLE
- ------------------------------ --------------------------
<C> <S>
/s/ ROBERT SOSNICK
- ------------------------------ Director
Robert Sosnick
/s/ THOMAS HERSKOVITS
- ------------------------------ Director
Thomas Herskovits
/s/ 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/ JOHN R. KELLEY, JR.
- ------------------------------ Director
John R. Kelley, Jr.
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ------------- -----------------------------------------------------------------------------------------------------
<C> <S>
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>
<PAGE>
EXHIBIT 5.1
August 26, 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 1,277,610 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
August 26, 1999
