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As filed with the Securities and Exchange Commission on September 1, 2000
Registration No. 333-_______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
HA-LO INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)
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DELAWARE 36-3573412
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5980 WEST TOUHY AVENUE
NILES, ILLINOIS 60714
(847) 647-2300
(Address, including zip code, and telephone number, including area code,
of Registrant's executive offices)
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HA-LO INDUSTRIES, INC. 2000 STOCK OPTION PLAN
(Full title of the plan)
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
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CALCULATION OF REGISTRATION FEE
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-------------------------- --------------------- -------------------------- -------------------------- ---------------
TITLE OF SECURITIES AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED TO BE REGISTERED OFFERING PRICE PER UNIT AGGREGATE OFFERING PRICE REGISTRATION
FEE
-------------------------- --------------------- -------------------------- -------------------------- ---------------
<S> <C> <C> <C> <C>
Common Stock, 10,000,000 shares $4.97 (1) $49,700,000.00 $13,121.00
$0.001 par value
-------------------------- --------------------- -------------------------- -------------------------- ---------------
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as
amended, on the basis of the average of the high and low prices of the
Corporation's Common Stock as reported on the New York Stock Exchange on
August 30, 2000. In addition, pursuant to Rule 416(c) under the
Securities Act of 1933, as amended, this registration statement also
covers an indeterminate number of shares that may be issued as a result of
anti-dilution provisions contained in the above-referenced Plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by HA-LO Industries, Inc., a Delaware
corporation (the "Corporation"), with the Securities and Exchange Commission
pursuant to the Securities Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference and made a part hereof:
(a) Annual Report on Form 10-K for the fiscal year ended December 31,
1999 (the "HA-LO 10-K");
(b) Quarterly Report on Form 10-Q for the quarter ended June 30, 2000;
(c) Quarterly Report on Form 10-Q for the quarter ended March 31, 2000;
(d) Current Report on Form 8-K, dated September 1, 2000;
(e) Current Report on Form 8-K, dated May 12, 2000;
(f) Current Report on Form 8-K, dated January 21, 2000; and
(g) The description of the Corporation's 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 Corporation pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed incorporated by reference in this Registration Statement and to be
part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain partners of, attorneys associated with and/or of counsel to
Neal, Gerber & Eisenberg, counsel to the Corporation, beneficially own shares
of Common Stock and/or serve as Secretary or Assistant Secretary of the
Corporation.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under the Delaware General Corporation Law, as amended (the "DGCL"), a
corporation has the authority to indemnify any person who was or is a party or
is threatened to be made a party
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to an action (other than an action by or in the right of the corporation) by
reason of such person's service as a director of officer of the corporation, or
such person's service, at the corporation's request, as a director, officer,
employee or agent of another corporation or other enterprise, against amounts
paid and expenses incurred in connection with the defense or settlement of such
action, if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the corporation's best interests
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe that such person's conduct was unlawful. If such person has been
judged liable to the corporation in any action or proceeding brought by or in
the right of the corporation, however, indemnification is only permitted to the
extent that the adjudicating court (or the court in which the action was
brought) determines, despite the adjudication of liability, that such
indemnification is proper.
In addition, the certificate of incorporation of the Corporation
requires the Corporation to indemnify all current and former officers and
directors of the Corporation to the fullest extent permitted by the DGCL. The
Corporation maintains officers' and directors' liability insurance which insures
against liabilities that officers and directors of the Corporation may incur in
such capacities. The Corporation 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 Corporation's certificate of incorporation and by-laws and
the DGCL and to advance to such persons any and all expenses arising in
connection therewith.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
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Exhibit
No. Description
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<S> <C>
5.1 Opinion of Neal, Gerber & Eisenberg
10.1 HA-LO Industries, Inc. 2000 Stock Option Plan (1)
23.1 Consent of Neal, Gerber & Eisenberg (included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
24.1 Powers of Attorney (included in the signature pages hereto)
</TABLE>
(1) Incorporated by reference to Appendix E to the Corporation's
Definitive Proxy Statement which was filed on July 28, 2000 pursuant
to Rule 14a-6 under the Securities Exchange Act of 1934, as amended,
and is incorporated by reference herein pursuant to Rule 411(c) under
the Securities Act of 1933, as amended.
ITEM 9. UNDERTAKINGS.
The Corporation hereby undertakes:
1. To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement which includes
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.
2. That, for the purpose of determining any liability under the
Securities Act each post-effective amendment to this 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.
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.
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4. That, for purposes of determining any liability under the
Securities Act, each filing of the Corporation's annual report pursuant to
Sections 13(a) or 15(d) of the Exchange Act that is incorporated by reference in
this 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.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons and controlling persons
of the Corporation pursuant to the foregoing provisions, or otherwise, the
Corporation has been advised that in the opinion of the 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 the payment by the Corporation of expenses
incurred or paid by a director, officer or controlling person of the Corporation
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 Corporation 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 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.
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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-8 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 September 1, 2000.
HA-LO INDUSTRIES, INC.
By: /s/ John R. Kelley, Jr.
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John R. Kelley, Jr.
Chief Executive Officer
We, the undersigned officers and directors of HA-LO Industries, Inc.,
hereby severally constitute John R. Kelley, Jr., Gregory J. Kilrea and Barry J.
Shkolnik, 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 documents.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on September 1, 2000 by the following
persons in the capacities indicated.
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SIGNATURE TITLE
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<S> <C>
/s/ John R. Kelley, Jr. Chief Executive Officer
-------------------------- (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
Gregory J. Kilrea Principal Accounting Officer)
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SIGNATURE TITLE
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<S> <C>
/s/ Bradley A. Keywell President and Director
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Bradley A. Keywell
/s/ Eric Lefkofsky Chief Operating Officer,
------------------------ Vice President and Director
Eric Lefkofsky
/s/ Thomas Herskovits Director
------------------------
Thomas Herskovits
/s/ Marshall J. Katz Director
------------------------
Marshall J. Katz
/s/ Richard A. Heise, Jr. Director
------------------------
Richard A. Heise, Jr.
/s/ Brian M. Hermelin Director
------------------------
Brian M. Hermelin
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