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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 1, 2000
Registration Nos. 333-00358; 333-49667; 333-19301; 333-43611;
333-36703; 333-32571; 333-28647; 333-27763;
333-26381; 333-49667; 333-58929; 333-65891;
333-69825; 333-72609; 333-75143; 333-85937;
333-91893; 333-94319; 333-36200; 333-42946
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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HA-LO INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-3573412
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5980 WEST TOUHY AVENUE, NILES, ILLINOIS 60714
(847) 647-2300
(Address, including zip code and telephone number, including
area code, of registrant's principal executive offices)
GREGORY J. KILREA
CHIEF FINANCIAL OFFICER
HA-LO INDUSTRIES, INC.
5980 WEST TOUHY AVENUE, NILES, ILLINOIS 60714
(847) 647-2300
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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With copies to:
BARRY J. SHKOLNIK, ESQ.
NEAL, GERBER & EISENBERG
TWO NORTH LASALLE STREET
CHICAGO, ILLINOIS 60602
(312) 269-8000
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Approximate date of commencement of proposed sale to the public:
FROM TIME TO TIME AFTER THE REGISTRATION STATEMENT BECOMES EFFECTIVE.
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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. / /
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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EXPLANATORY NOTE
As disclosed in a Current Report on Form 8-K filed on September 1,
2000, effective August 31, 2000, the merger (the "Merger") of HA-LO Industries,
Inc., an Illinois corporation ("HA-LO Illinois"), with and into HA-LO Merger
Corporation, a Delaware corporation and wholly-owned subsidiary of HA-LO
Illinois ("HA-LO Delaware" or the "Corporation"), was completed. Upon completion
of the Merger, HA-LO Delaware changed its name to HA-LO Industries, Inc. All
material information regarding HA-LO Illinois, HA-LO Delaware and the Merger was
previously incorporated by reference into the Corporation's previously filed
Registration Statements on Form S-3 File Nos. 333-00358, 333-49667, 333-19301,
333-43611, 333-36703, 333-32571, 333-28647, 333-27763, 333-26381, 333-49667,
333-58929, 333-65891, 333-69825, 333-72609, 333-75143, 333-85937, 333-91893,
333-94319, 333-36200 and 333-42946 from the Form 8-K and HA-LO Illinois' proxy
statement dated July 28, 2000. The Corporation adopts all of such Registration
Statements as its own registration statements for all purposes of the Securities
Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 15. 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 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.
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ITEM 16. EXHIBITS.
(a) Exhibits
EXHIBIT DESCRIPTION
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NO.
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4.1 Specimen certificates representing Common Stock (incorporated
by reference to the Company's Current Report on Form 8-K by
the Company on September 1, 2000 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).
(b) Supplemental Financial Statement Schedules: None.
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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-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 31, 2000.
HA-LO INDUSTRIES, INC.
(Registrant)
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. 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 31, 2000, by the
following persons in the capacities indicated:
NAME TITLE
---- -----
/s/ JOHN R. KELLEY, JR. Chief Executive Officer and Director
--------------------------- (Principal Executive Officer)
John R. Kelley, Jr.
/s/ LOU WEISBACH Chairman of the Board
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Lou Weisbach
/s/ LINDEN D. NELSON Vice Chairman
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Linden D. Nelson
/s/ GREGORY J. KILREA Chief Financial Officer
--------------------------- (Principal Financial Officer and
Gregory J. Kilrea Principal Accounting Officer)
/s/ BRADLEY A. KEYWELL President and Director
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Bradley A. Keywell
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/s/ ERIC LEFKOFSKY Chief Operating Officer, Vice President
--------------------------- and Director
Eric Lefkofsky
/s/ THOMAS HERSKOVITS Director
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Thomas Herskovits
/s/ MARSHALL J. KATZ Director
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Marshall J. Katz
/s/ BRIAN M. HERMELIN Director
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Brian M. Hermelin
/s/ RICHARD A. HEISE, JR. Director
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Richard A. Heise, Jr.
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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4.1 Specimen certificates representing Common Stock (incorporated
by reference to the Company's Current Report on Form 8-K by
the Company on September 1, 2000 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).
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