HA2003 Inc – ‘POS AM’ on 9/1/00

On:  Friday, 9/1/00, at 3:10pm ET   ·   Accession #:  912057-0-39960   ·   File #:  333-42946

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Post-Effective Amendment
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: POS AM      Post-Effective Amendment                               7     28K 
 2: EX-5.1      Opinion re: Legality                                   2     10K 
 3: EX-23.1     Consent of Experts or Counsel                          1      7K 

POS AM   —   Post-Effective Amendment
Document Table of Contents

POS AM
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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

================================================================================
 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

 -----------

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)

 -----------

 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. 

 -----------

        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                                                       
-------       -----------                                                       
NO.                                                                             
---                                                                             

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.
                   -------------------------
             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     
---------------------------                                 
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)

/s/ BRADLEY A. KEYWELL            President and Director    
---------------------------                                 
Bradley A. Keywell                                          

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          /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/ BRIAN M. HERMELIN          Director                     
---------------------------                                 
Brian M. Hermelin                                           

/s/ RICHARD A. HEISE, JR.      Director                     
---------------------------                                 
Richard A. Heise, Jr.                                       

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EXHIBIT INDEX                                               

EXHIBIT NO.       DESCRIPTION                                                   
-----------       -----------                                                   

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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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘POS AM’ Filing		Date		First		Last			Other Filings
Filed on:		9/1/00		1		7			8-K,  S-8,  S-8 POS
		8/31/00		3		5			8-K,  DEF 14A
		7/28/00		3					DEF 14A
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