 
SECURITIES 
AND EXCHANGE COMMISSION  Washington, D.C. 20549  
 
Washington, D.C. 20549
 
Form
8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  
 
PURSUANT DateTO ofSECTION Report:13 May 30,or 200315(d)
DateOF ofTHE earliestSECURITIES eventEXCHANGE reported:ACT May 14,OF 2003  1934
 
HA2003, Inc.  (ExactDate name of registrantReport: asJune specified25, in its charter) 2003
Delaware  (StateDate orof otherearliest jurisdictionevent ofreported: incorporation)June 12, 2003
 
001-13525  (Commission File Number) HA2003,
Inc.
36-3573412  (I.R.S.Exact
name Employerof Identificationregistrant No.)as specified in its charter)
 
707 Skokie Boulevard, Suite 600, Northbrook, IL 60062  (Address of principal executive offices) Delaware
(847)State
or 600-3000  (Registrant'sother telephonejurisdiction number,of including area codeincorporation) 
 
HA001-LO Industries, Inc.  (Former Name or Former Address, if Changed Since Last Report) 13525
 (Commission
File 
Item 2.    Acquisition or Disposition of Assets        Number)
 
        HA36-LO Industries, Inc., a Delaware corporation ("HA-LO"), and Lee Wayne Corporation, a wholly-owned subsidiary of HA-LO incorporated in Illinois ("Lee
Wayne," together with HA-LO, the "Sellers"), sold their assets in connection with their primary promotional products business on May 14, 2003 pursuant to a Purchase Agreement, dated as of
February 21, 2003, and amended pursuant to the First Amendment to Purchase Agreement, dated as of April 4, 2003, (as amended, the "Amended Purchase Agreement"), with HA-LO Promotions
Acquisition Corp., a Delaware corporation, and HA-LO Holdings BV, an entity to be formed as a Netherlands company (together, the "Buyers"). The Amended Purchase Agreement provides for the sale
of substantially all the operating assets and operations of HA-LO and Lee Wayne and assumption of certain liabilities and obligations related to those assets and operations (the "Sale"), for an
aggregate purchase price of approximately $22 million, including cash in the amount of $14,000,000, a secured promissory note in the principal amount of $5,000,000 and a contingent promissory note in
the principal amount of $3,000,000, which are subject to adjustment as provided in the Amended Purchase Agreement (the "Purchase Price"). The Purchase Price is based on the fair market value of the
assets as determined through market work done by Lincoln Partners, an investment banking firm employed by the estate, a Bankruptcy Court-approved bidding and sale process, and negotiations between the
Sellers and the Buyers. HA-LO did not sell certain causes of action, including but not limited to bankruptcy causes of action, that it is currently prosecuting or may in the future prosecute. 3573412
        The
Buyers are affiliated with H.(I.GR. Capital LLC, a private equity and venture capital investment firm based in Miami, FloridaS. There is no material relationship between the Buyers on
theEmployer oneIdentification hand and HA-LO, any of HA-LO's affiliates, any of HA-LO's directors or officers or any associate of any of HA-LO's directors or officers on the other handNo. )
 
        HA-LO
expects707 toSkokie use the net proceeds from the Sale to pay administrative expenses and pre-petition debt in its bankruptcy caseBoulevard, in accordance with a plan of reorganization that it willSuite
soon be filing and that will be subject to bankruptcy court approval (see below for more information regarding its bankruptcy case). Notwithstanding the receipt of proceeds from the Sale600, HA-LO
expects that because the pre-petition debt considerably exceeds the proceeds from the SaleNorthbrook, theIL holders of equity interests in HA-LO are unlikely to receive or retain anything of value on account of
their equity interests in HA-LO in the bankruptcy. 60062
        HA-LO
remains a debtor, with two of its subsidiaries, Lee Wayne and Starbelly.com, Inc. (the "Debtors") in three separate, although jointly administered, Chapter 11 casesAddress
(the "Cases") in case
number 02 B 12059. The Sale does not include any of theprincipal assetsexecutive or operations of Starbelly.com, Inc. Persons interested in more information concerning the Cases, or the Debtors'
financial performance, are encouraged to review the pleadings, reports and other papers on file in the Office of the Clerk of the United States Bankruptcy Court for the Northern District of Illinois,
Eastern Division, Everett McKinley Dirksen Federal Building, 219 S. Dearborn Street, Chicago, Illinois. offices)
 
        Copies
of(847) the Purchase Agreement, dated as of February 21, 2003, and the First Amendment to Purchase Agreement, dated as of April 4, 2003, are attached hereto as exhibits
and incorporated herein by reference. 600-3000
(Registrant’s 
telephone 
Itemnumber, 5.    Otherincluding Events        area
code)
 
        In connection with the Amended Purchase Agreement and the Order, dated February 28, 2003, by the United States Bankruptcy Court for the Northern District
of Illinois, Eastern Division (the "Order"), HA-LO has changed its name to "HA2003Industries, Inc." as of May 19, 2003 and Lee Wayne has changed its name to "LW2003, Inc." as of
May 20, 2003. A copy of the Order is attached hereto as an exhibit and incorporated herein by reference. 
2(Former
Name or Former Address, if Changed Since Last Report)
 
Item 75.    Financial StatementsOther and Exhibits        Events
 
Exhibit No.Description of ExhibitReference
2.1Purchase Agreement, dated as of February 21, 2003, by and among HA-LO Industries Inc., Lee Wayne Corporation, HA-LO Promotions Acquisition Corp. and HA-LO Holdings BV (incorporated by reference to Exhibit 2 to Form 8-K filed on February 27, 2003).Incorporated by Reference
2.2First Amendment to the Purchase Agreement, dated as of April 4, 2003, by and among HA-LO Industries Inc., Lee Wayne Corporation, HA-LO Promotions Acquisition Corp. and HA-LO Holdings BV (incorporated by reference to Exhibit 2.2 to Form 8-K filed on April 10, 2003).Incorporated by Reference
99Order, dated February 28, 2003, by the United States Bankruptcy Court for the Northern District of Illinois, Eastern Division (incorporated by reference to Exhibit 99.1 to Form 8-K filed on March 10, 2003).Incorporated by Reference
                HA2003, Inc. (“HA2003”) is
filing the reports required to be filed with the United States Trustee under
Federal Rule of Bankruptcy Procedure 2015 of Chapter 11 of Title 11 of the
United States Code, under the cover of Form 8-K in lieu of filings on Form 10-Q
and Form 10-K. 3On June 12, 2003, HA2003 filed its April 2003 monthly Rule 2015 United States Trustee report with the United States Bankruptcy Court for the Northern District of Illinois, Eastern Division. Copies of the required documents in this April 2003 report are attached hereto as an exhibit and incorporated herein by reference. 
                As previously
disclosed in Forms 8-K filed with the Securities and Exchange Commission on
Signatures        September 20, 2002 and September 30, 2002 (SEC File No. 001-13525), on May 28,
2002, an Amended Consolidated Class Action Complaint was filed in the United
States District Court for the Northern District of Illinois, against various
former and current officers and directors of HA2003, alleging that such
individual committed securities law violations (the “Shareholder Class
Action”).
 
        Pursuant                On toJune 2, 2003,
HA2003 filed a complaint in the requirementsUnited States Bankruptcy Court for the Northern
District of Illinois, Eastern Division against the Securitieslead Exchangeplaintiffs Actin the
Shareholder Class Action (the “Injunction Action”).  HA2003 seeks an injunction preventing the lead plaintiffs from
continuing the prosecution of 1934,the Shareholder Class Action or accepting any
proceeds of certain Directors and Officers Liability Insurance until HA2003
completes its pending litigation against John Kelley.  HA2003 has moved for a preliminary injuction and the registrantBankruptcy
Court has dulytentatively causedset thisthe reportmatter for ruling on July 16, 2003.  Certain of the defendants in the Shareholder
Class Action have moved to beintervene signedin onthe itsInjunction behalfAction in order to oppose
the injunction sought by HA2003, and the undersignedmotion for intervention is awaiting a
hereuntoruling dulyby authorized.the Bankruptcy Court.
 
HA-LO                HA2003 Industriesremains a
debtor, with two of its subsidiaries, LW2003, Inc. and Starbelly.com, Inc. (Registrantthe
“Debtors”) Date:in Maythree 29separate, 2003although /s/jointly MARCadministered, SIMONChapter Marc11 Simoncases
(the Chief“Cases”) Executivein Officercase number 02 B 12059. 
Even with the discussions and events to date, the holders of equity
interests in HA2003 remain unlikely to receive or retain anything of value on
account of their interests in HA2003 in the bankruptcy.  Persons interested in more information
concerning the Cases, or the Debtors’ financial performance, are encouraged to
review the pleadings, reports and other papers on file in the Office of the
Clerk of the United States Bankruptcy Court for the Northern District of
Illinois, Eastern Division, Everett McKinley Dirksen Federal Building, 219 S.
Dearborn Street, Chicago, Illinois.
 
4Item 7. Financial Statements and Exhibits
 
QuickLinks(c) Exhibits
 
  Exhibit No.

  Description of Exhibit

  Reference

  99

  April 2003 Monthly Rule 2015 Report Documents

  Filed Herewith

1

Signatures
 
                Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
 
  HA2003,
  Inc.

  (Registrant)

  Date:  June 25, 2003

  /s/
  Marc Simon

  Marc
  Simon

  Chief
  Executive Officer

Exhibit No.	Description of Exhibit	Reference
2.1	Purchase Agreement, dated as of February 21, 2003, by and among HA-LO Industries Inc., Lee Wayne Corporation, HA-LO Promotions Acquisition Corp. and HA-LO Holdings BV (incorporated by reference to Exhibit 2 to Form 8-K filed on February 27, 2003).	Incorporated by Reference
2.2	First Amendment to the Purchase Agreement, dated as of April 4, 2003, by and among HA-LO Industries Inc., Lee Wayne Corporation, HA-LO Promotions Acquisition Corp. and HA-LO Holdings BV (incorporated by reference to Exhibit 2.2 to Form 8-K filed on April 10, 2003).	Incorporated by Reference
99	Order, dated February 28, 2003, by the United States Bankruptcy Court for the Northern District of Illinois, Eastern Division (incorporated by reference to Exhibit 99.1 to Form 8-K filed on March 10, 2003).	Incorporated by Reference

Exhibit No.	Description of Exhibit	Reference

99	April 2003 Monthly Rule 2015 Report Documents	Filed Herewith

		HA2003, Inc.
		(Registrant)


Date: June 25, 2003		/s/ Marc Simon
		Marc Simon
		Chief Executive Officer

HA2003, Inc. (“HA2003”) is filing the reports required to be filed with the United States Trustee under Federal Rule of Bankruptcy Procedure 2015 of Chapter 11 of Title 11 of the United States Code, under the cover of Form 8-K in lieu of filings on Form 10-Q and Form 10-K.

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