10-K/A 1 a2047107z10-ka.txt 10-K/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) For the Fiscal Year Ended December 31, 2000 or / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the Transition Period from ______to______ Commission file number: 0-20758 HA-LO INDUSTRIES, INC. ---------------------- (Exact name of registrant as specified in its charter) DELAWARE 36-3573412 -------- ---------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 5800 TOUHY AVE., NILES, ILLINOIS 60714 -------------------------------------- (Address of principal executive offices, Zip Code) Registrant's telephone number, including area code: (847)600-3000 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, $.001 PAR VALUE -------------------------- (Title of each class) 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/ /. Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. / / The aggregate market value of common stock held by stockholders who were not affiliates of the registrant was approximately $73,859,097 - as of March 13, 2001 (based on the closing sale price on that date as reported by Midwest Edition of THE WALL STREET JOURNAL). For this computation, the registrant has excluded the market value of all shares of its common stock reported as beneficially owned by executive officers and directors of the registrant and certain other stockholders; such exclusion shall not be deemed to constitute an admission that any such person is an "affiliate" of the registrant. At March 13, 2001, the registrant had issued and outstanding an aggregate of 69,764,856 shares of its common stock. DOCUMENTS INCORPORATED BY REFERENCE Those sections or portions of the proxy statement for the Annual Meeting of Stockholders to be held in June, 2001 described in Part III hereof are incorporated by reference in this report. The Registrant hereby restates the signature page to its Annual Report on Form 10-K originally filed on April 2, 2000, as follows: SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. Date: March 30, 2001 HA-LO INDUSTRIES, INC. Registrant By: /s/ GREGORY J. KILREA --------------------------------- Gregory J. Kilrea CHIEF FINANCIAL OFFICER Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 30, 2001:
Signature Title --------- ----- /s/ MARC S. SIMON Chief Executive Officer and Director ------------------------- Marc S. Simon (Principal Executive Officer) /s/ JOHN R. KELLEY, JR. Director ------------------------- John R. Kelley, Jr. /s/ LOU WEISBACH Chairman of the Board of Directors ------------------------ Lou Weisbach /s/ THOMAS HERSKOVITS Director ---------------------- Thomas Herskovits /s/ MARSHALL J. KATZ Director ------------------------ Marshall J. Katz /s/ ERIC LEFKOFSKY Vice President and Director ----------------------- Eric Lefkofsky /s/ RICHARD A. HEISE, JR. Director -------------------------- Richard A. Heise, Jr.
SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. Date: April 27, 2001 HA-LO INDUSTRIES, INC. Registrant By: /s/ GREGORY J. KILREA ----------------------- Gregory J. Kilrea Chief Financial Officer