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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
AUGUST 31, 2000
Date of Report (Date of earliest event reported)
HA-LO INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 001-13525 36-3573412
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
5980 WEST TOUHY AVENUE, NILES, ILLINOIS 60714
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (847) 647-2300
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On August 31, 2000, at the annual meeting of shareholders of HA-LO
Industries, Inc., an Illinois corporation ("HA-LO Illinois"), the
shareholders approved the merger (the "Merger") of HA-LO Illinois with and
into HA-LO Merger Corporation, a Delaware corporation and wholly-owned
subsidiary ("HA-LO Delaware") of HA-LO Illinois. The Merger was completed on
August 31, 2000. Upon completion of the Merger, HA-LO Delaware changed its
name to HA-LO Industries, Inc. Additional information regarding HA-LO
Illinois, HA-LO Delaware and the Merger is set forth in the proxy statement
filed as Exhibit 20.1 to this report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(c) Exhibits.
Exhibit Number Description of Exhibit
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2.1 Certificate of Ownership and Merger, filed by the
Company on August 31, 2000. (1)
3.1 Amended and Restated Certificate of Incorporation
of the Company, dated August 29, 2000, including
Certificate of Designations Establishing Series A
Convertible Participating Preferred Stock. (2)
3.2 Amended and Restated Bylaws of the Company. (3)
4.1 * New Specimen of Stock Certificate for Common Stock.
20.1 Definitive Proxy Statement of the Company. (4)
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(1) Incorporated by reference to Appendix A to the
Company'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 12b-32 under such Act.
(2) Incorporated by reference to Appendix B to the
Company'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 12b-32 under such Act.
(3) Incorporated by reference to Appendix C to the
Company'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 12b-32 under such Act.
(4) Incorporated by reference to the Company'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 12b-32 under such Act.
* Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
HA-LO INDUSTRIES, INC.
September 1, 2000 By: /s/ Gregory J. Kilrea
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Gregory J. Kilrea, Chief Financial Officer
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Exhibit Index.
Exhibit Number Description of Exhibit
-------------- ----------------------
2.1 Certificate of Ownership and Merger, filed by the
Company on August 31, 2000. (1)
3.1 Amended and Restated Certificate of Incorporation
of the Company, dated August 29, 2000, including
Certificate of Designations Establishing Series A
Convertible Participating Preferred Stock. (2)
3.2 Amended and Restated Bylaws of the Company. (3)
4.1 * New Specimen of Stock Certificate for Common Stock.
20.1 Definitive Proxy Statement of the Company. (4)
---------------
(1) Incorporated by reference to Appendix A to the
Company'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 12b-32 under such Act.
(2) Incorporated by reference to Appendix B to the
Company'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 12b-32 under such Act.
(3) Incorporated by reference to Appendix C to the
Company'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 12b-32 under such Act.
(4) Incorporated by reference to the Company'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 12b-32 under such Act.
* Filed herewith.
