<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 10, 2000
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 of (I.R.S. Employer
incorporation or organization) Identification 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.
-----------
<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 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................. 402,234 shares $6.781 $2,727,549 $721.00
</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 January 3,
2000.
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 SHAREHOLDER 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 JANUARY 10, 2000
PROSPECTUS
402,234 SHARES
HA-LO INDUSTRIES, INC.
COMMON STOCK
(NO PAR VALUE PER SHARE)
This prospectus relates to 402,234 shares of HA-LO common stock that
may be offered for sale or otherwise transferred from time to time by the
selling shareholder identified in this prospectus. The aggregate net proceeds
to the selling shareholder 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
shareholder. The expenses incurred in registering the 402,234 shares of
common stock, including legal and accounting fees, will be paid by us.
All of the 402,234 shares of common stock offered hereby were
acquired by the selling shareholder from us in connection with our January
1999 acquisition of an advertising specialty business based in Europe. The
402,234 shares offered hereby will be available for sale hereunder on or
after February 28, 2000. Of such shares, 134,078 shares and any proceeds
thereof are subject to an escrow arrangement. See "Selling Shareholder."
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 January 7,
2000 on the New York Stock Exchange was $9.562 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 , 2000.
<PAGE>
-----------------------------------------------
-----------------------------------------------
YOU SHOULD RELY ONLY ON INFORMATION CONTAINED IN OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS. NEITHER WE NOR THE SELLING SHAREHOLDER 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 SHAREHOLDER....................................................... 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
3
<PAGE>
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 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 402,234 shares of Common Stock (the "Shares") are being
offered by the shareholder described herein (the "Selling Shareholder"). The
Company will not receive any of the proceeds from the sale of Shares by the
Selling Shareholder.
SELLING SHAREHOLDER
The following table sets forth with respect to the Selling Shareholder (i)
the number of Shares beneficially owned as of January 10, 2000 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 SHAREHOLDER SHARES(1) PERCENTAGE OFFERED SHARES PERCENTAGE
------------------- ----------- ------------ -------------- --------- ------------
<S> <C> <C> <C> <C> <C>
Edvica Investment Company Limited......... 402,234 * 402,234 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.
- -----------
All of the Shares offered hereby were acquired by the Selling
Shareholder listed in the table above from the Company in connection with the
Company's acquisition in January 1999 of an advertising specialty business
based in Europe, and have been registered under the Securities Act of 1933,
as amended (the "Securities Act"), for resale by the Selling Shareholder in
accordance with the provisions of the acquisition agreement. In connection
with such acquisition, all of the Shares will be available for sale hereunder
on or after February 28, 2000, but 134,078 of such Shares and any proceeds
thereof are subject to an escrow agreement.
6
<PAGE>
PLAN OF DISTRIBUTION
The Company is registering the Shares on behalf of the Selling
Shareholder. The Shares covered by this Prospectus may be offered and sold by
the Selling Shareholder, 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 Shareholder 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 Shareholder 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 Shareholder. To the extent permitted by applicable law, the
Selling Shareholder also may sell the Shares short and redeliver the Shares
to close out such short positions.
The Selling Shareholder 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 Shareholder that Regulation M,
7
<PAGE>
promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), may apply to sales by the Selling Shareholder in the market.
The Selling Shareholder 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 Shareholder from the sale of the
Shares will be the purchase price of such Shares less any discounts,
concessions or commissions.
The Selling Shareholder 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 Shareholder 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 Shareholder copies of this Prospectus and
any applicable Prospectus Supplement and has informed the Selling Shareholder
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 Shareholder, if any.
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon for
the Company by Neal, Gerber & Eisenberg, Chicago, Illinois.
8
<PAGE>
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
<PAGE>
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
<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........................................... $721
Legal fees and expenses........................................ 4,000*
Accounting fees and expenses................................... 2,500*
Miscellaneous.................................................. 2,779*
---------
Total.................................................... $10,000*
---------
---------
</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 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
January 10, 2000.
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 Janaury 10, 2000, 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>
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
January 10, 2000
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 402,234 shares
of Common Stock, no par value (the "Common Stock"), of the Company by a
certain selling shareholder.
As such counsel, we have examined such documents and certificates of
officers of the Company as we deemed relevant and necessary as the basis for
the opinion hereafter expressed. In such examinations, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted
to us as originals and the conformity to original documents of all documents
submitted to us as conformed or photostatic copies.
Based upon the foregoing, we are of the opinion that the shares of
Common Stock which are the subject of the Registration Statement 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
January 10, 2000
