<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 2000 or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Transition Period from ______to______
Commission file number: 0-20758
HA-LO INDUSTRIES, INC.
----------------------
(Exact name of registrant as specified in its charter)
Illinois 36-3573412
-------- ----------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
5980 TOUHY AVENUE, NILES, ILLINOIS 60714
----------------------------------------
(Address of principal executive offices, Zip Code)
Registrant's telephone number, including area code: (847)647-2300
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes[X] No[ ].
As of August 9, 2000, the registrant had an aggregate of 64,090,284 shares of
its common stock outstanding.
<PAGE>
HA-LO INDUSTRIES, INC.
INDEX
<TABLE>
<CAPTION>
Page Number
-----------
<S> <C> <C>
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Consolidated Balance Sheets as of June 30, 2000 and December
31, 1999. 2
Consolidated Statements of Operations for the three months
and six months ended June 30, 2000 and 1999. 3
Consolidated Statements of Cash Flows for the six months
ended June 30, 2000 and 1999. 4
Notes to Financial Statements. 5
Item 2. Management's Discussion and
Analysis of Financial Condition
and Results of Operations. 9
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote 11
of Security Holders.
Item 6. Exhibits and Reports on Form 8-K. 11
Signatures 12
</TABLE>
1
<PAGE>
PART 1. FINANCIAL INFORMATION
HA-LO INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
JUNE 30, 2000 AND DECEMBER 31, 1999
(UNAUDITED)
<TABLE>
<CAPTION>
June 30, December 31,
(in thousands, except share amounts) 2000 1999
---------------- -----------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 8,668 $ 10,729
Receivables 161,543 178,712
Inventories 40,918 37,746
Prepaid expenses & deposits 17,477 17,406
---------------- -----------------
Total current assets 228,606 244,593
---------------- -----------------
PROPERTY AND EQUIPMENT, net 45,244 37,003
---------------- -----------------
OTHER ASSETS:
Intangible assets, net 294,048 77,111
Other 22,172 21,596
---------------- -----------------
Total other assets 316,220 98,707
---------------- -----------------
$ 590,070 $ 380,303
================ =================
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt $ 208 $ 984
Book overdraft 3,502 3,177
Customer deposits 9,423 6,975
Accounts payable 60,945 58,729
Accrued expenses 22,411 31,590
Reserve for restructuring 2,695 3,771
---------------- -----------------
Total current liabilities 99,184 105,226
---------------- -----------------
LONG-TERM DEBT 56,560 21,230
RESERVE FOR RESTRUCTURING 11,863 11,863
DEFERRED LIABILITIES 5,180 5,438
COMMITMENTS AND CONTINGENCIES
PREFERRED STOCK:
no par value; 10,000,000 authorized
and 4,866,069 issued, net of unamortized discount 45,657 -
SHAREHOLDERS' EQUITY:
Common stock, no par value; 100,000,000
shares authorized and 63,854,425 issued
and outstanding in 2000 and 48,724,790 in 1999 364,394 214,060
Other (1,295) (1,488)
Accumulated other comprehensive loss (1,415) (2,259)
Retained earnings 9,942 26,233
---------------- -----------------
Total shareholders' equity 371,626 236,546
---------------- -----------------
$ 590,070 $ 380,303
================ =================
</TABLE>
The accompanying notes are an integral part of these balance sheets.
2
<PAGE>
HA-LO INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF INCOME
FOR THE PERIODS ENDED
JUNE 30, 2000 AND 1999
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------------------------------ --------------------------------------
June 30, June 30, June 30, June 30,
(in thousands, except per share amounts) 2000 1999 2000 1999
------------------- -------------------- ----------------- -------------------
<S> <C> <C> <C> <C>
NET SALES:
Products $ 126,734 $ 120,220 $ 247,680 $ 242,723
Services 50,736 40,092 $ 90,988 74,555
------------------- -------------------- ----------------- -------------------
Net Sales 177,470 160,312 $ 338,668 $ 317,278
COST OF SALES:
Products 85,600 80,639 167,969 161,264
Services 31,334 24,548 59,250 46,170
------------------- -------------------- ----------------- -------------------
Cost of Sales 116,934 105,187 227,219 207,434
Gross profit 60,536 55,125 111,449 109,844
SELLING EXPENSES 25,206 24,257 48,936 44,955
GENERAL AND ADMINISTRATIVE EXPENSES 47,885 29,439 82,096 56,748
------------------- -------------------- ----------------- -------------------
Income from operations (12,555) 1,429 (19,583) 8,141
INTEREST EXPENSE (1,257) (415) (1,764) (1,507)
INTEREST INCOME 576 407 423 1,786
------------------- -------------------- ----------------- -------------------
Income (loss) before taxes (13,236) 1,421 (20,924) 8,420
PROVISION (BENEFIT) FOR TAXES (2,159) 568 (5,234) 3,368
------------------- -------------------- ----------------- -------------------
NET INCOME (LOSS) FOR THE PERIOD $ (11,077) $ 853 $ (15,690) $ 5,052
=================== ==================== ================= ===================
ACCRETION TO REDEMPTION VALUE OF
PREFERRED STOCK $ (601) $ - $ (601) $ -
NET LOSS APPLICABLE TO COMMON
SHAREHOLDERS $ (11,678) $ 853 $ (16,291) $ 5,052
EARNINGS PER SHARE:
Basic $ (0.20) $ 0.02 $ (0.30) $ 0.10
Diluted $ (0.20) $ 0.02 $ (0.30) $ 0.10
=================== ==================== ================= ===================
WEIGHTED AVERAGE SHARES
OUTSTANDING:
Basic 57,202 48,534 53,717 48,496
Diluted 57,202 49,090 53,717 49,131
=================== ==================== ================= ===================
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE>
HA-LO INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED
JUNE 30, 2000 AND 1999
(UNAUDITED)
<TABLE>
<CAPTION>
June 30, June 30,
(in thousands) 2000 1999
--------------- ---------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income for the period $ (16,291) $ 5,052
Adjustments to reconcile net income to net
cash used for operating activities-
Depreciation and amortization 17,085 6,640
Increase in cash surrender value (258) (135)
Increase (decrease) in deferred liabilities - other (476) 483
(Gain)/Loss on disposal of property and equipment (324) 50
Changes in assets and liabilities, net of effects
of acquired companies -
Receivables 17,865 13,446
Inventories (3,115) (115)
Prepaid expenses and deposits 39 (1,363)
Accounts payable, accrued expenses and
due to related parties (30,955) (21,844)
--------------- ---------------
Net cash provided (used) by operating activities (16,430) 2,214
--------------- ---------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (9,161) (8,833)
Proceeds on sale of property and equipment 324 9,374
Decrease in short-term investments 984 48,210
Increase in other assets (893) (2,546)
Cash paid for acquisitions, net of cash acquired (11,789) (35,804)
--------------- ---------------
Net cash provided (used) for investing activities (20,535) 10,401
--------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net (payments) on long-term debt (2,537) (4,261)
Net borrowings under line of credit 35,979 10,006
Increase (decrease) in book overdraft 325 (232)
Net proceeds from issuance of common stock 292 3,964
--------------- ---------------
Net cash provided by financing activities 34,059 9,477
--------------- ---------------
EFFECT OF EXCHANGE RATE CHANGES ON
CASH AND CASH EQUIVALENTS 845 (1,226)
--------------- ---------------
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS (2,061) 20,866
CASH AND EQUIVALENTS, beginning of period 10,729 7,276
--------------- ---------------
CASH AND EQUIVALENTS, end of period $ 8,668 $ 28,142
=============== ===============
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE>
HA-LO INDUSTRIES, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000
NOTE 1. BASIS OF PRESENTATION:
The accompanying financial statements have been prepared by the Company,
without audit, in accordance with generally accepted accounting principles
for interim financial information and in conjunction with the rules and
regulations of the Securities and Exchange Commission. Accordingly, they do
not include all of the information and footnotes required by generally
accepted accounting principles for financial statements. In the opinion of
management, all adjustments (consisting only of normal recurring matters)
considered necessary for a fair presentation have been included.
The results of operations for the six month period ended June 30, 2000 are
not necessarily indicative of the results that may be expected for the full
year. These financial statements should be read in conjunction with the
Company's financial statements and related notes in the Company's 1999 Annual
Report on Form 10-K.
NOTE 2. CAPITAL STOCK:
During the first six months of 2000, options to acquire an aggregate of
2,331,547 shares of the Company's common stock were issued under the
Company's Stock Plans at exercise prices ranging from $4.50 to $12.19 per
share. Additionally, 163,996 options were exercised during the same period at
prices ranging from $1.33 to $9.11 per share.
In connection with the acquisition of Starbelly.com (see Note 5), the Company
issued or reserved for issuance upon the exercise of stock options 17 million
shares of common stock and 5.1 million shares of convertible preferred stock.
The convertible preferred stock contains an option that allows the holders of
preferred stock to "put" the shares to the Company for a price of $10 per
share. The option is exercisable only in May, 2001. The preferred stock is
reflected at the net present value of the "put" on the accompanying balance
sheet.
Basic earnings per share is calculated using the average number of common
shares outstanding. Diluted earnings per share is computed on the basis of
the average number of common shares outstanding plus the effect of
outstanding convertible preferred stock, stock options and warrants using the
"treasury stock" method.
<TABLE>
<CAPTION>
Three months ended June 30, Six months ended June 30,
(in thousands, --------------------------- -------------------------
except per share amounts) 2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net income available to common
shareholders'(A) $(11,678) $ 853 $(16,291) $ 5,052
========= ===== ========= =======
Average outstanding:
Common stock (B) 57,202 48,534 53,717 48,496
Effect of stock options and warrants - 556 - 635
--- ---
Common stock and common stock
equivalents (C) 57,202 49,090 53,717 49,131
====== ====== ====== ======
Earnings per share:
Basic (A/B) $(0.20) $ 0.02 $(0.30) $ 0.10
======= ====== ======= ======
Diluted (A/C) $(0.20) $ 0.02 $(0.30) $ 0.10
======= ====== ======= ======
</TABLE>
NOTE 3. STATEMENTS OF CASH FLOWS:
The supplemental schedule of non-cash activities for the six months ended
June 30, 2000 and 1999 includes the following:
5
<PAGE>
<TABLE>
<CAPTION>
(in thousands) 2000 1999
---- ----
<S> <C> <C>
Issuance of common shares in connection with
business acquisitions, net $149,956 $ 9,787
Issuance of preferred shares in connection with
business acquisitions, net $ 45,657 $ -
Payments accrued and liabilities assumed in
connection with business acquisitions $ 6,597 $ 14,725
Recognition of tax benefits from options and
restricted stock $ 86 $ 872
</TABLE>
NOTE 4. RELATED-PARTY TRANSACTIONS:
A member of the Board of Directors renders acquisition consulting services to
the Company pursuant to an agreement. The director's compensation is directly
contingent upon the successful completion of an acquisition. During the
second quarter of 2000, the director earned approximately $200,000 and was
granted 100,000 options at fair market value under this agreement.
In the second quarter of 2000 the company made lease payments of $50,000 to
an entity which is owned by the co-founders of Starbelly.com and current
members of the Board of Directors. These payments related to the rent on the
office and warehouse facility occupied by the Starbelly.com operations.
NOTE 5: BUSINESS COMBINATIONS:
In May, 2000, the Company completed the acquisition of Starbelly.com, a
privately held e-commerce provider of branded merchandise. Terms of the
acquisition were disclosed in the Form 8-K filed on May, 12, 2000. The
purchase price includes $19 million in cash, common stock and underlying
common stock options valued at $169.7 million, and preferred stock valued at
$45.0 million. Goodwill of approximately $226 million was recorded related to
the transaction. This amount is being amortized over a 5 year period.
In connection with the transaction, Starbelly's two co-founders entered into
employment contracts with the company. These agreements provide for a return
of common shares issued in the acquisition if the contract terms are not
fulfilled. Therefore approximately $23 million of the common stock
consideration has been assigned to the contract and is being amortized over
their 3 year term.
NOTE 6: BUSINESS SEGMENTS:
The Company's reportable segments are strategic business units that offer
different products and services. Summarized financial information by business
segment follows:
6
<PAGE>
<TABLE>
<CAPTION>
Three months ended June 30, Six months ended June 30,
(in thousands) 2000 1999 2000 1999
-----------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Sales:
--------------------------------------------------------------------------------------------------------
Branded solutions/products $ 126,734 $ 120,220 $ 247,680 $ 242,723
Marketing services 50,736 40,092 90,988 74,555
--------------------------------------------------------------------------------------------------------
Total $ 177,470 $ 160,312 $ 338,668 $ 317,278
========================================================================================================
Operating income:
--------------------------------------------------------------------------------------------------------
Branded solutions/products $ (17,173) $ (2,228) $ (23,057) $ 1,168
Marketing services 4,618 3,657 3,474 6,973
--------------------------------------------------------------------------------------------------------
Total $ (12,555) $ 1,429 $ (19,583) $ 8,141
========================================================================================================
</TABLE>
NOTE 7: COMPREHENSIVE INCOME:
The Company's comprehensive income includes net income and unrealized gains
and losses from currency translation. The calculation of total comprehensive
income for the three and six month periods ending June 30, 2000 and 1999 is
as follows:
<TABLE>
<CAPTION>
Three months ended Six months ended
(in thousands) June 30, June 30,
---------------------------- -----------------------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net income(loss) $(11,678) $ 853 $ (16,291) $ 5,052
Other comprehensive gain (loss),
net of taxes 512 727 507 (736)
--------- --------- --------- ----------
Comprehensive income (loss) $(11,166) $ 1,580 $ (15,784) $ 4,316
========= ========= ========== ==========
</TABLE>
NOTE 8: RESTRUCTURING AND OTHER CHARGES:
In July 1999, the Company adopted a plan to restructure its promotional
product operations and to a lesser extent its marketing services divisions.
The focus of the restructuring is to centralize back office functions,
consolidate distribution capabilities and information systems and streamline
the management reporting structure. The restructuring will result in the
elimination of approximately 200 positions and the consolidation and closing
of over 20 offices/warehouses.
During the third quarter of 1999 the Company recorded a charge to operations
of $30.0 million. Major components of the charge related to lease buyouts and
accruals, asset write-downs, severance and termination costs and other
charges. As of June 30, 2000, approximately 50 of the anticipated employee
terminations have occurred. The Company anticipates the restructuring will be
completed by the first quarter of 2001.
The table below summarizes the reserve at December, 1999, current year
charges, and the reserve balance at June, 2000.
<TABLE>
<CAPTION>
(in thousands) 12/31/99 6/30/00
Accrual Utilized Accrual
------- -------- -------
<S> <C> <C> <C>
Facility consolidation $ 12,795 $ 200 $12,595
Severance and termination costs 2,579 743 1,836
Other charges 260 133 127
-------- -------- -------
7
<PAGE>
Total $ 15,634 $ 1,076 $14,558
======== ======== =======
</TABLE>
Asset write-downs are the result of consolidating the operations of various
promotional product operations. These asset write-downs relate to duplicate
computer systems and warehouse systems that will not be used due to the
consolidation.
The other charges captioned above primarily relate to sample products
utilized by the sales force. These long-term assets were previously
capitalized when purchased and amortized over six years. The restructuring
plan includes a sales force reduction. In conjunction with the implementation
of the sales force reduction, the company changed its policy to provide that
ownership of the sample products would revert to the sales force.
Accordingly, the unamortized balance of sample products is being written off
as part of the restructuring charge.
8
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2000 AND 1999
Net sales for the second quarter of 2000 increased about 11% to $177.5
million compared to $160.3 million in the corresponding quarter of 1999.
Sales generated by branded solutions and marketing services increased 5.4%,
and 26.5% respectively over the prior year. Second quarter internal revenue
growth for marketing services was driven by Upshot( up 50% to $18.6 million).
Gross profit decreased to 34.1% of net sales ($60.5 million) in the second
quarter of 2000 from 34.4% of net sales ($55.1 million) in the second quarter
of 1999. The decrease was primarily due to a change in the sales mix in the
branded solutions business segment. The second quarter of 1999 included
certain high margin consumer premium sales that did not recur in 2000.
Selling expenses as a percentage of net sales decreased to 14.2% in the
second quarter of 2000 ($25.2 million) compared to 15.1% in the second
quarter of 1999 ($24.3 million). The decrease as a percentage is primarily
due to the revenue mix toward the marketing services segment this year
compared to last. The marketing services business segment does not have the
same selling expense component, primarily commissions, as the branded
solutions business segment.
General and administrative expenses as a percentage of net sales were 27.0%
in the second quarter of 2000 ($47.9 million) compared to 18.4% in the second
quarter of 1999 ($29.4 million). The increase primarily relates to the
amortization of consideration issued in the Starbelly.com acquisition ($8.8
million), additional payroll and benefits of Starbelly.com employees, and a
one time consulting fee incurred to develop the technology platform. General
and administrative expenses in the marketing services segment increased $3.0
million in the second quarter of 2000 compared to the same period in 1999.
This amount primarily relates to payroll and benefits for increased employees
necessary to support the revenue growth and resulting increases in occupancy
costs.
The Company incurred an operating loss of $12.5 million in 2000 compared to
operating income of $1.4 million in 1999. The decreased operating performance
is primarily related to the integration efforts related to the Starbelly
acquisition and to a lesser degree, the branded solutions sales mix and
margins in 2000 vs. 1999.
In the second quarter of 2000 the Company had net interest expense of
$681,000 compared to $8,000 in the second quarter of 1999.
SIX MONTHS ENDED JUNE 30, 2000 AND 1999
Net sales for the first six months of 2000 increased 7% to $338.7 million
compared to $317.3 million in the corresponding period of 1999. Sales
generated by branded solutions and marketing services increased 2.0% and
22.0% respectively over the prior year. The majority of the increase was due
to internal growth within the business segments.
Gross profit decreased to 32.9% of net sales ($111.5 million) in the first
six months of 2000 from 34.6% of net sales ($109.8 million) the corresponding
period of 1999. The decrease relates to a change in the revenue mix in the
branded solutions business segment. The first quarter of 1999 included
certain higher margin, consumer premium sales, which did not recur in 2000.
Selling expenses as a percentage of net sales increased to 14.4% in the first
six months of 2000 ($48.9 million) compared to 14.2% in the corresponding
period
9
<PAGE>
of 1999 ($45.0 million). The percentages remained relatively constant due to
the mix in revenue between business segments.
General and administrative expenses as a percentage of net sales were 24.2%
in the first six months of 2000 ($82.1 million) compared to 17.9% in the
corresponding period of 1999 ($56.7 million). The increase in the percentage
and the overall G&A dollars primarily relates to the Starbelly acquisition as
noted above.
The Company incurred an operating loss of $19.6 million in 2000 compared to
operating income of $8.1 million in 1999. The decreased operating performance
is primarily related to the integration efforts related to the Starbelly
acquisition and to a lesser degree, the branded solutions sales mix and
margins in 2000 vs. 1999.
In the first six months of 2000 the Company had net interest expense of
$1,341,000 compared to $279,000 of net interest income in the corresponding
period of 1999. The increase in interest expense resulted from larger
borrowings required to fund the Starbelly.com acquisition and the related
integration efforts.
LIQUIDITY AND CAPITAL RESOURCES
On March 31, 2000, the Company refinanced its unsecured revolving line of
credit with a secured revolving credit facility ("Revolver") totaling $80
million. The facility allows for available borrowings based on a calculation
related to the domestic accounts receivable balance of the Company. The
facility bears interest at either a range of prime plus .20% to .85% or LIBOR
plus a range between 1.25% and 2.35% based on a defined ratio. The agreement
contains certain financial covenants that the Company must meet, including
minimum tangible net worth, maximum leverage and interest coverage.
In addition to the facility discussed above, one of the Company's European
subsidiaries has revolving credit facilities with several banks. These
facilities provide for borrowings of up to $5 million at rates ranging from
8-13% and are generally unsecured.
As of June 30, 2000, the Company's working capital was $129.4 million
compared to $139.4 million at December 31, 1999. Capital expenditures for
property and equipment were approximately $9.2 million for the first six
months of 2000, and management expects capital expenditures to be
approximately $25 million for the full year of 2000, excluding acquisitions.
The Company anticipates its current level of cash and cash equivalents as
well as future operating cash flows and funds available under its credit
facilities will be adequate to satisfy its cash needs for the foreseeable
future.
FORWARD-LOOKING STATEMENTS
Statements contained in this Management's Discussion and Analysis of
Financial Condition and the Results of Operations regarding the amount and
nature of planned capital expenditures, the seasonality of the Company's
future business, the Company's belief that available cash will be sufficient
to satisfy its future needs, HA-LO's anticipated profitability in 2000 are
forward-looking statements that involve substantial risks and uncertainties.
Following are important factors that could cause the Company's actual results
to differ materially from those implied by such forward-looking statements:
The Company's growth will be dependent, in large part, upon its ability to
hire, motivate and retain high quality sales representatives. The Company
does not maintain its own manufacturing facilities and is dependent upon
domestic and foreign manufacturers for its supply of promotional products.
The promotional products, marketing services and telemarketing industries are
very competitive. The
10
<PAGE>
Company has experienced and may continue to experience rapid growth, which
growth has placed and may place significant demands on its management and
resources. Increased profitability will depend upon the Company's ability to
manage its growth and to integrate acquired companies into its existing
operations. Readers are encouraged to review HA-LO'S 1999 Annual Report on
Form 10-K and quarterly reports on Form 10-Q for other important factors that
may cause actual results to differ materially from those implied in these
forward looking-statements.
PART II. OTHER INFORMATION
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At a special meeting of shareholders of the Company on May 3,
2000, a proposal to approve the merger of Starbelly.com with a wholly owned
subsidiary of the Company, including (a) the issuance of 17 million shares of
common stock, (b) the amendment of the Company's articles of incorporation to
permit the issuance of 5.1 million shares of convertible preferred stock in
the merger and upon exercise of assumed options, and (c) the reservation of
5.1 million shares of common stock for issuance upon conversion of the
convertible preferred stock, was approved with 31,784,363 shares cast for,
337,810 shares against and 28,627 abstaining.
A proposal to approve a new stock option plan under which the Company
assumed Starbelly.com's stock option plan and the options outstanding
thereunder, was approved with 27,302,843 shares cast for, 4,816,356 shares
against and 31,604 abstaining.
A proposal to approve an amendment to the Company's articles of
incorporation to increase the number of shares of common stock and preferred
stock the Company is authorized to issue to 250 million and 20 million,
respectively, was approved with 26,038,172 shares cast for, 6,065,924 shares
against and 46,704 shares abstaining.
A proposal to approve an amendment to the Company's articles of
incorporation to authorize the board of directors to provide for the future
issuance of preferred stock without shareholder approval was approved with
28,695,556 shares cast for, 3,398,408 shares against and 56,836 shares
abstaining.
A proposal to approve any proposal by the board of directors to
postpone or adjourn the meeting was approved with 27,977,481 shares cast for,
3,946,054 shares against and 227,265 shares abstaining.
A proposal to permit the persons named in the proxy to vote, in their
discretion, upon matters properly coming before the meeting was approved with
26,682,987 shares cast for, 5,114,511 shares against and 353,302
shares abstaining.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
10.1 - Revolving Credit Agreement, dated as of March 31,
2000, among the Company, Comerica Bank and LaSalle
Bank National Association.
27.0 - Financial Data Schedule for the six month period
ended June 30, 2000
(b) Reports on Form 8-K
The Company filed reports on Form 8-K on January 21, 2000
and May 12, 2000 with respect to the acquisition of
Starbelly.com, Inc.
11
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
HA-LO INDUSTRIES, INC.
Dated: August 14, 2000 /s/ GREGORY J. KILREA
---------------------
Gregory J. Kilrea
Duly Authorized Officer
and Chief Financial Officer
12
