SECURITIES AND EXCHANGE COMMISSION
(Amendment No. )
¨ | Preliminary Proxy Statement | |
¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
ý | Definitive Proxy Statement | |
¨ | Definitive Additional Materials | |
¨ | Soliciting Material Pursuant to § 240.14a-12 |
ý | No fee required. | |||
¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and 0-11. | |||
(1 | ) | Title of each class of securities to which transaction applies: | ||||
(2 | ) | Aggregate number of securities to which transaction applies: | ||||
(3 | ) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
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(4 | ) | Proposed maximum aggregate value of transaction: | ||||
(5 | ) | Total fee paid: | ||||
¨ | Fee paid previously with preliminary materials. | |
¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
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Alexandria, Virginia 22312
Sincerely, | ||||
/s/Charles L. McNew | ||||
Charles L. McNew | ||||
President and Chief Executive Officer |
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 9, 2005
1. | To elect seven (7) directors, each for a one (1) year, term until his successor is duly elected and qualified, as more fully described in the accompanying proxy statement; | ||
2. | To approve the 2005 Stock Option and Stock Incentive Plan, as more fully described in the accompanying proxy statement; and | ||
3. | The transaction of such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof. |
By Order of the Board of Directors | ||||
/s/Ernest L. Ruffner | ||||
Ernest L. Ruffner | ||||
Secretary | ||||
July 29, 2005
5250 Cherokee Avenue
Alexandria, Virginia 22312
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CERTAIN BENEFICIAL OWNERS
Amount and Nature of | ||||
Name and Address of Beneficial Owner | Beneficial Ownership | Percent | ||
Nancy M. Scurlock | 462,241(1) | 14.3% | ||
10575 NW Skyline Boulevard Portland, OR 97231 | ||||
The Arch C. Scurlock Children’s Trust dated December 9, 2002 | 462,240(2) | 14.3 | ||
c/o Ms. Kelly Thompson 46 S. Glebe Road, #200 Arlington, VA 22204 | ||||
Gary M. Lukowski | 157,773(3) | 5.0 | ||
11321 NE 120th Street Kirkland, WA 98034 | ||||
Jai N. Gupta, | 198,286(4) | 6.2 | ||
Shashi A. Gupta and RSSJ Associates, LLC 1173 Dolly Madison Blvd. McLean, VA 22101 | ||||
Hugh M. Foley | 39,598(5) | 1.2 | ||
Charles L. McNew | 147,697(6) | 4.5 | ||
Joseph Sciacca | 78,275(7) | 2.4 | ||
James L. Sherwood, IV | 17,225(8) | * | ||
John H. Grover | 60,785(9) | 1.9 | ||
Thomas L. Hewitt | 43,197(10) | 1.4 | ||
Jonathan L. Scott | 47,377(11) | 1.5 | ||
Gerald F. Ryles | 102,575(12) | 3.2 | ||
Arch C. Scurlock, Jr. | 21,234(13) | * | ||
John M. Toups | 51,797(14) | 1.7 | ||
Daniel R. Young | 38,197(15) | 1.2 |
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Amount and Nature of | ||||
Name and Address of Beneficial Owner | Beneficial Ownership | Percent | ||
All executive officers, directors and director nominees as a group (12 persons) | 755,981(16) | 21.9% |
* | Less than 1% | |
1. | Based in part on a Schedule 13G filed with the SEC on March 17, 2005. Includes 392,961 shares held directly, 62,696 shares issuable upon conversion of the Company’s 7% Convertible Subordinated Debenture, as well as 6,584 shares subject to options granted pursuant to the Non-Employee Directors Stock Option Plan, which are exercisable within 60 days of the Record Date. Subsequent to July 8, 2005, the Company repaid the principal amount of the 7% Convertible Subordinated Debenture in full, and, therefore, are no longer convertible into 62,696 shares of Common Stock. | |
2. | Based in part on a Schedule 13D filed with the SEC on April 20, 2005. Includes 392,961 shares held directly, 62,696 shares issuable upon conversion of the Company’s 7% Convertible Subordinated Debenture, as well as 6,583 shares subject to options granted pursuant to the Non-Employee Directors Stock Option Plan, which are exercisable within 60 days of the Record Date. Arch C. Scurlock, Jr., the Company’s director, is a trustee and beneficiary of this trust. Additionally, John H. Grover, the Company’s director, is a trustee of this trust. Messrs. Scurlock and Grover disclaim beneficial ownership of the shares beneficially owned by the trust because they do not have voting or investment control in accordance with the rules and regulations promulgated under the Exchange Act. Subsequent to July 8, 2005, the Company repaid the principal amount of the 7% Convertible Subordinated Debenture in full, and, therefore, are no longer convertible into 62,696 shares of Common Stock. | |
3. | Based on a Schedule 13D filed with the SEC on September 9, 2003. Mr. Lukowski, an employee of the Company, reported sole voting and dispositive power over the shares. | |
4. | Based on a Schedule 13D/A filed with the SEC on September 8, 2003 by Jai N. Gupta, Shashi A. Gupta and RSSJ Associates, LLC. Includes 121,655 shares held directly by RSSJ Associates LLC as well as 24,331 shares subject to warrants held directly by RSSJ Associates LLC, which are exercisable within 60 days of the Record Date, and 52,300 shares held directly by Jai M. Gupta, a senior officer of RSSJ Associates, LLC. Mr. and Mrs. Gupta are the sole owners of RSSJ Associates, LLC and as a result may be deemed to beneficially own the 145,986 shares held directly by RSSJ Associates, LLC. | |
5. | Includes 12,165 shares held indirectly, 25,000 shares subject to options granted pursuant to the 1994 Key Employee Stock Option Plan, which are exercisable within 60 days of the Record Date, as well as 2,433 shares subject to warrants, which are exercisable within 60 days of the Record Date. | |
6. | Includes 8,500 shares held directly, 24,331 shares held indirectly by a trust for a retirement account, 110,000 shares subject to options granted pursuant to the 1994 Key Employee Stock Option Plan, which are exercisable within 60 days of the Record Date, as well as 4,866 shares subject to warrants which are exercisable within 60 days of the Record Date. | |
7. | Includes 9,925 shares held directly, 19,484 shares held indirectly by a trust for a retirement account, 44,000 shares subject to options granted pursuant to the 1994 Key Employee Stock Option Plan, which are exercisable within 60 days of the Record Date, as well as 4,866 shares subject to warrants, which are exercisable within 60 days of the Record Date. | |
8. | Includes 2,225 shares held directly as well as 15,000 shares subject to options granted pursuant to the 1994 Key Employee Stock Option Plan, which are exercisable within 60 days of the Record Date. In connection with the sale of the secure network services business on June 30, 2005 to INDUS Corporation, Mr. Sherwood ceased to be employed by the Company and became and employee of INDUS Corporation. | |
9. | Includes 1,500 shares held directly, 41,285 shares owned by Grofam, L.P., 18,000 shares subject to options granted pursuant the Non-Employee Directors Stock Option Plan, which are exercisable within 60 days of the Record Date. Excludes shares held by The Arch C. Scurlock Children’s Trust, of which Mr. Grover serves as trustee (see note 2 above). | |
10. | Includes 24,331 shares held by the Hewitt Family, LLC as well as 14,000 shares subject to options granted pursuant to the Non-Employee Directors Stock Option Plan, which are exercisable within 60 days of the Record Date, and 4,866 shares subject to warrants, which are exercisable within 60 days of the Record Date. | |
11. | Includes 27,301 shares held directly and 20,076 shares held indirectly by a trust for a retirement account. |
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12. | Includes 101,491 shares held by the G. and A. Ryles Living Trust dated October 28, 1968, and 1,084 shares subject to options granted pursuant to the Non-Employee Directors Stock Option Plan, which are exercisable within 60 days of the Record Date. | |
13. | Includes 17,150 shares held directly and 3,689 shares subject to options granted pursuant to the Non-Employee Directors Stock Option Plan, which are exercisable within 60 days of the Record Date. Excludes shares held by The Arch C. Scurlock Children’s Trust, of which Mr. Scurlock serves as a trustee and is a beneficiary (see note 2 above). | |
14. | Includes 28,931 shares held directly as well as 18,000 shares subject to options granted pursuant to the Non-Employee Directors Stock Option Plan, which are exercisable within 60 days of the Record Date, and 4,866 shares subject to warrants, which are exercisable within 60 days of the Record Date. | |
15. | Includes 24,331 shares held directly as well as 9,000 shares subject to options granted pursuant to the Non-Employee Directors Stock Option Plan, which are exercisable within 60 days of the Record Date and 4,866 shares subject to warrants, which are exercisable within 60 days of the Record Date. | |
16. | Includes 329,951 shares held directly, 141,672 shares that may be deemed to be indirectly beneficially owned, 257,595 shares subject to options, which are exercisable within 60 days of the Record Date, and 26,763 shares subject to warrants, which are exercisable within 60 days of the Record Date. |
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Date First | |||||||||||||
Nominee | Age | Elected | Principal Occupation and Employment; Other Background | ||||||||||
John H. Grover | 77 | 1984 | John H. Grover, presently Chairman of the Board of Directors, has been a Director of the Company since 1984. From December 2002 until its liquidation in December 2003, Mr. Grover served as President of Research Industries Incorporated, a private investment company. Prior to such time, he served as Executive Vice President, Treasurer and Director of Research Industries Incorporated from 1968 until June 2003, and as a Director of TransTechnology Corporation, an aerospace engineering company, from 1969 to 1992. In addition, he presently serves as a director of Westgate Partners, Inc., a real estate investment company, World Resources Co., a recycling company, Parkgate Group, LLC, a real estate investment company, Aviation Facilities Company, Inc., a real estate investment company, and Nano-C, Inc., a chemical manufacturing company. He is a general partner of Grofam, L.P., an investment company. | ||||||||||
Thomas L. Hewitt | 66 | 2000 | Thomas L. Hewitt serves as Chief Executive Officer of Global Governments LLC, a consulting firm, since June 2000. He founded Federal Sources, Inc. (“FSI”) in December 1984, a market research and consulting firm, and served as FSI’s Chief Executive Officer until the recent sale of FSI in 2000. Prior to founding FSI, Mr. Hewitt served as a Senior Vice President of Kentron, an information technology professional services company acquired by Planning Resource Corporation (“PRC”), a government IT service company, and held several senior level positions at Computer Science Corporation, an information technology systems integration company, including President of the Infonet Government Systems Division and Vice President of Program Development of the Systems Group. Mr. Hewitt is currently a director of GTSI Corp. (“GTSI”), a reseller of software and hardware, and Analex Corporation, a system integrator company. | ||||||||||
Charles L. McNew | 53 | 2000 | Charles L. McNew joined the Company in July 1999 and was appointed President and Chief Executive Officer in May 2000. He had been acting President and Chief Executive Officer from April 2000 to May 2000 and prior to that was Executive Vice President and Chief Financial Officer. Prior to joining the Company, from July 1994 through July 1999, Mr. McNew was Chief Financial Officer and later Chief Operating Officer of NumereX Corporation, a public Company which develops and markets communications and information products and services. | ||||||||||
Gerald F. Ryles | 69 | 2003 | Gerald F. Ryles served as Chairman of the Board and Chief Executive Officer of Microserv, Inc. from January 1994 until January 2001. From January 2001 until the Company’s acquisition by merger of all of the issued and outstanding capital stock of Microserv, Inc., on August 29, 2003, Mr. Ryles served as the Chairman of the Board of Microserv, Inc. Mr. Ryles also serves as a director of Giant Campus, Inc., a software company. | ||||||||||
Arch C. Scurlock, Jr. | 58 | 2003 | Arch C. Scurlock, Jr. has served as a financial analyst consultant since June 2003. Prior to such time, he served as Vice President of Research Industries Incorporated (“RII”) from 1987 until December 2003 and as a director of RII from 1983 until December 2003. From 1977 to 1987, Mr. Scurlock was a chemical engineer at Atlantic Research Corporation, a government research company. |
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Date First | |||||||||||||
Nominee | Age | Elected | Principal Occupation and Employment; Other Background | ||||||||||
Daniel R. Young | 71 | 2001 | Daniel R. Young is a director of GTSI and Analex Corp. Mr. Young, former Vice Chairman and Chief Executive Officer of Federal Data Corporation (“FDC”), a government IT service company, retired in 2000 after having served in various executive capacities for more than two decades. He joined FDC in 1976 as the Executive Vice President, and in 1985, was elected President and Chief Operating Officer. Following the acquisition in 1995 of FDC by The Carlyle Group, a private investment group, Mr. Young assumed the position of President and Chief Executive Officer. In 1998, he was elected Vice Chairman of the Board of Directors. Before joining FDC, Mr. Young was an executive of Data Transmission Company, an information technology company. He ultimately became Executive Vice President, and, prior to that, held various engineering, sales and management positions at Texas Instruments, Inc., a computer equipment manufacturer. He also served in the U.S. Navy as a sea officer. | ||||||||||
John M. Toups | 79 | 1993 | John M. Toups served as President and Chief Executive Officer of PRC from 1978 to 1987. Prior to that he served in various executive positions with PRC. For a short period of time in 1990, he served as interim Chairman of the Board of Directors and Chief Executive Officer of the National Bank of Washington and Washington Bancorp and is currently a Director of CACI International, Inc., an information technology company, NVR, Inc., a home builder company, and GTSI. |
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• | name and address of the shareholder making the recommendation; | ||
• | proof that the shareholder was the shareholder of record, and/or beneficial owner, of the Common Stock as of the date of the letter; | ||
• | the name, address and resume of the recommended nominee; and | ||
• | the written consent of the recommended nominee to serve as a director of the Company if so nominated and elected. |
• | shareholder nominations for directors to be elected, which have not been previously approved by the Nominating and Corporate Governance Committee, must be submitted to the Chairman of the Nominating and Corporate Governance Committee in writing by certain deadlines specified in the Bylaws; | ||
• | each shareholder nomination must set forth the following: |
• | the name and address of the shareholder making the nomination and the person(s) nominated; | ||
• | a representation that the shareholder is a holder of record, and/or beneficial owner, of voting stock of the Company entitled to vote at the |
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meeting and intends to appear in person or by proxy at the meeting to vote for the person(s) nominated; | |||
• | description of all arrangements and understandings between the shareholder and each nominee and any other person(s), naming such person(s), pursuant to which the nomination was submitted by the shareholder; | ||
• | such other information regarding the shareholder nominee as would be required to be included in a proxy statement filed pursuant to the proxy rules of the SEC had the nominee been nominated by the Nominating and Corporate Governance Committee, including, but not limited to, the principal occupation of each proposed nominee; and | ||
• | the consent of each nominee to serve as a director of the Company if so elected. |
• | the director must be a natural person over 21 years of age; | ||
• | the director should have high-level business experience; | ||
• | the director should have knowledge about the issues affecting the Company’s business and the industry in which the Company operates; | ||
• | the director should have high moral character and share the values of the Company as outlined in the Company’s Code of Business Conduct and Ethics; and | ||
• | the director should have sufficient time to devote the director’s energy and attention to the diligent performance of the director’s duties, including, but not limited to, review of the Company documents, SEC filings and other materials and the attendance of the Board of Directors and committee meetings, as applicable. |
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Percent Total | Potential Realizable Value at | |||||||||||||||||||||||
Options Granted | Exercise | Assured Annual Rates of Stock | ||||||||||||||||||||||
Options | to Employees in | or Base | Expiration | Price Appreciation for | ||||||||||||||||||||
Name | Granted | Fiscal Year | Price ($) | Date | Option Term(1) | |||||||||||||||||||
5%($) | 10%($) | |||||||||||||||||||||||
John H. Grover | 2,000 | 1.3 | % | $ | 4.47 | 7/22/14 | $ | 5,623 | $ | 14,248 | ||||||||||||||
Chairman of the Board | ||||||||||||||||||||||||
Thomas L. Hewitt | 2,000 | 1.3 | 4.47 | 7/22/14 | 5,623 | 14,248 | ||||||||||||||||||
Director | ||||||||||||||||||||||||
Gerald F. Ryles | 5,000 | 33.3 | 4.47 | 7/22/14 | 14,056 | 35,620 | ||||||||||||||||||
Director | ||||||||||||||||||||||||
Arch C. Scurlock, Jr. | 2,000 | 1.3 | 4.47 | 7/22/14 | 5,623 | 14,248 | ||||||||||||||||||
Director | ||||||||||||||||||||||||
John M. Toups | 2,000 | 1.3 | 4.47 | 7/22/14 | 5,623 | 14,248 | ||||||||||||||||||
Director | ||||||||||||||||||||||||
Daniel R. Young | 2,000 | 1.3 | 4.47 | 7/22/14 | 5,623 | 14,248 | ||||||||||||||||||
Director | ||||||||||||||||||||||||
TOTAL | 15,000 | $ | 42,171 | $ | 106,860 | |||||||||||||||||||
(1) | Represents the potential realizable value assuming that the market price of the underlying security appreciates at annualized rates of 5 and 10 percent over the term of the award. |
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Compensation and Employee Benefits Committee | ||||||
John H. Grover (Chairman) | ||||||
John M. Toups | ||||||
Thomas Hewitt |
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Long-Term | ||||||||||||||||
Compensation | ||||||||||||||||
Annual Compensation | Awards | |||||||||||||||
Securities | ||||||||||||||||
Underlying | All Other | |||||||||||||||
Name and Principal Position | Year | Salary ($) | Options (#) | Compensation ($) | ||||||||||||
Charles L. McNew | 2005 | $ | 240,000 | 25,000 | $ | 3,456 | (1) | |||||||||
President and Chief | 2004 | 219,865 | – | 5,216 | ||||||||||||
Executive Officer | 2003 | 227,535 | 10,000 | 5,082 | ||||||||||||
Hugh M. Foley | 2005 | $ | 145,000 | 12,500 | $ | 4,779 | (2) | |||||||||
Vice President, | 2004 | 126,240 | – | 6,132 | ||||||||||||
Operations | 2003 | 136,000 | 5,000 | 5,918 | ||||||||||||
Joseph Sciacca | 2005 | $ | 160,000 | 10,000 | $ | 11,409 | (3) | |||||||||
Vice President of | 2004 | 147,491 | – | 9,772 | ||||||||||||
Finance and Chief Financial Officer | 2003 | 153,926 | 16,000 | 9,425 | ||||||||||||
James L. Sherwood, IV(4) | 2005 | $ | 125,052 | 1,000 | $ | 8,071 | (5) | |||||||||
Vice President, | 2004 | 123,398 | – | 7,293 | ||||||||||||
Contracts and Administration | 2003 | 135,403 | 1,000 | 7,126 | ||||||||||||
Jonathan L. Scott | 2005 | $ | 218,273 | (6) | – | $ | 16,270 | (7) | ||||||||
Senior Vice President, | 2004 | 120,808 | (8) | 20,000 | 8,476 | |||||||||||
Sales and Marketing |
(1) | Includes Company contributions of $2,133 to the 401(k) plan and $408 to the health and benefit plans and an automobile allowance of $925. | |
(2) | Includes Company contributions of $1,152 to the 401(k) plan and $3,327 to health and welfare plans. | |
(3) | Includes Company contributions of $1,603 to the 401(k) plan and $9,806 to the health and welfare plans. | |
(4) | In connection with the sale of the secure network services business on June 30, 2005 to INDUS Corporation, Mr. Sherwood ceased to be employed by the Company and became an employee of INDUS Corporation. | |
(5) | Includes Company contributions of $1,135 to the 401(k) plan and $6,936 to health and welfare plans. | |
(6) | Includes $46,735 in commissions earned by Mr. Scott. | |
(7) | Includes Company contributions of $9,071 to health and welfare plans and an automobile allowance of $7,199. | |
(8) | Includes $33,935 in commissions earned by Mr. Scott. |
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Individual Grants | ||||||||||||||||||||||||
Percentage of | ||||||||||||||||||||||||
Number of | Total | Potential Realized Value at | ||||||||||||||||||||||
Securities | Options | Assumed Annual Rates of | ||||||||||||||||||||||
Underlying | Granted | Exercise | Stock Price Appreciation for | |||||||||||||||||||||
Options | to Employees in | or Base | Expiration | Option Term(2) | ||||||||||||||||||||
Name | Granted | Fiscal Year | Price ($) | Date | 5%($) | 10%($) | ||||||||||||||||||
Charles L. McNew | 25,000 | 33.8 | % | $ | 4.45 | 4/22/14 | $ | 69,965 | $ | 177,304 | ||||||||||||||
President/Chief Executive Officer | ||||||||||||||||||||||||
Hugh M. Foley | 12,500 | 16.9 | 4.45 | 4/22/14 | 34,982 | 88,652 | ||||||||||||||||||
Vice President, Operations | ||||||||||||||||||||||||
Joseph Sciacca | 10,000 | 13.5 | 4.45 | 4/22/14 | 27,986 | 70,922 | ||||||||||||||||||
Vice President of Finance and Chief Financial Officer | ||||||||||||||||||||||||
James L. Sherwood, IV | 1,000 | 1.4 | 5.02 | 9/14/14 | 3,127 | 8,001 | ||||||||||||||||||
Vice President, Contracts and Administration | ||||||||||||||||||||||||
Jonathan L. Scott | – | – | – | – | – | – | ||||||||||||||||||
Vice President, Sales and Marketing |
(1) | On April 23, 2004, options to purchase 25,000, 12,500 and 10,000 shares of Common Stock were granted to Messrs. McNew, Foley and Sciacca, respectively. On September 14, 2004, options to purchase 1,000 shares of Common Stock were granted to Mr. Sherwood. These options were granted under the 1994 Key Employee Stock Option Plan. In connection with the sale of the secure network services business on June 30, 2005 to INDUS Corporation, Mr. Sherwood ceased to be employed by the Company and became an employee of INDUS Corporation. | |
(2) | Represents the potential realizable value assuming that the market price of the underlying security appreciates at annualized rates of 5 and 10 percent over the term of the award. |
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Shares | ||||||||||||||||||||||||
Acquired | Number of Securities | Value of Unexercised In-The- | ||||||||||||||||||||||
on | Underlying Unexercised | Money Options at Fiscal Year- | ||||||||||||||||||||||
Exercise | Value | Options at Fiscal Year-End | End(1) | |||||||||||||||||||||
Name | (#) | Realized($) | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||||||||
Charles L. McNew | – | – | 110,000 | 20,000 | $ | 4,175 | $ | 9,525 | ||||||||||||||||
President/Chief Executive Officer | ||||||||||||||||||||||||
Hugh M. Foley | – | – | 25,000 | 5,000 | 1,488 | 4,163 | ||||||||||||||||||
Vice President, Operations | ||||||||||||||||||||||||
Joseph Sciacca | – | – | 44,000 | 17,000 | 3,005 | 7,815 | ||||||||||||||||||
Vice President of Finance and Chief Financial Officer | ||||||||||||||||||||||||
James L. Sherwood, IV | – | – | 11,000 | 4,000 | 4,100 | 2,280 | ||||||||||||||||||
Vice President, Contracts and Administration | ||||||||||||||||||||||||
Jonathan L. Scott | – | – | – | 20,000 | – | – | ||||||||||||||||||
Vice President, Sales and Marketing |
(1) | Represents the aggregate market value (market price of Common Stock less the exercise price) of the options granted based upon the closing sales price per share of $4.17 on March 31, 2005. |
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Cumulative Total Return | ||||||||||||||||||||||||
3/00 | 3/01 | 3/02 | 3/03 | 3/04 | 3/05 | |||||||||||||||||||
Halifax Corporation | $ | 100.00 | $ | 33.87 | $ | 52.41 | $ | 41.38 | $ | 60.28 | $ | 57.52 | ||||||||||||
S&P500 | 100.00 | 78.32 | 78.51 | 59.07 | 79.82 | 85.16 | ||||||||||||||||||
Technology Sector Composite Index | 100.00 | 37.57 | 35.71 | 24.05 | 34.65 | 33.78 |
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Audit Committee | ||
John M. Toups, Chairman | ||
Daniel R. Young | ||
Thomas L. Hewitt |
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(c) | ||||||||||||
Number of securities | ||||||||||||
remaining available | ||||||||||||
(a) | for future issuance | |||||||||||
Number of securities | (b) | under equity | ||||||||||
to be issued upon | Weighted-average | compensation plan | ||||||||||
exercise of | exercise price of | (excluding securities | ||||||||||
outstanding options, | outstanding options, | reflected in column | ||||||||||
Plan Category | warrants and rights | warrants and rights | (a)) | |||||||||
Equity compensation plans approved by security holders(1)(2) | 444,417 | $ | 4.08 | — | ||||||||
Equity compensation plans not approved by security holders(3) | 50,000 | $ | 3.19 | — | ||||||||
Total | 494,417 | $ | 3.99 | — |
(1) | The Company has two equity compensation plans, the 1994 Key Employee Stock Option Plan and the Non-Employee Director’s Stock Option Plan. | |
The 1994 Key Employee Stock Option Plan has a maximum of 400,000 shares of Common Stock available for issuance. As of March 31, 2005, there were options to purchase 352,500 shares of Common Stock outstanding. No additional options may be granted under the 1994 Key Employee Stock Option Plan. The Non-Employee Directors Stock Option Plan has a maximum of 100,000 options available for issuance. As of March 31, 2005, there were options to purchase 91,917 shares of Common Stock outstanding. No additional options may be granted under the Non-Employee Directors Stock Option Plan. | ||
(2) | Does not include the 260,000 shares of Common Stock that will be available for issuance if the Incentive Plan is approved by shareholders at the Annual Meeting. | |
(3) | On August 29, 2003, the Company issued warrants to purchase 50,000 shares of Common Stock at an exercise price of $3.19 per share to its investment advisors. |
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2005 | 2004 | |||||||
Audit Fees | $ | 180,000 | $ | 267,400 | ||||
Audit Related Fees | 16,895 | 24,200 | ||||||
Tax Fees | 3,900 | 16,730 | ||||||
All Other Fees | — | — | ||||||
Total | $ | 200,795 | $ | 308,330 | ||||
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By Order of the Board of Directors | ||
Ernest L. Ruffner | ||
Secretary |
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To: | ||
Name | ||
Address: | ||
Date of Grant | ||
Vesting Date | Percent of Initial Award Vested | |
% |
1. | A change within a twelve-month period in the holders of more than 50% of the outstanding voting stock of the Company; or |
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2. | Any other event deemed to constitute a “Change of Control” by the Committee. |
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HALIFAX CORPORATION | ||||
By: | ||||
(Date) | (Signature) |
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AND OTHER KEY EMPLOYEES
To: | ||
Name | ||
Address: | ||
Date of Grant | ||
Vesting Date | Percent of Initial Award Vested | |
% |
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1. | A change within a twelve-month period in the holders of more than 50% of the outstanding voting stock of the Company; or | |
2. | Any other event deemed to constitute a “Change of Control” by the Committee. |
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HALIFAX CORPORATION | ||||
By: | ||||
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(Date) | (Signature) |
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AND IMPORTANT CONSULTANTS
To: | ||
Name | ||
Address: | ||
Date of Grant | ||
Vesting Date | Percent of Initial Award Vested | |
% |
1. | A change within a twelve-month period in the holders of more than 50% of the outstanding voting stock of the Company; or |
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2. | Any other event deemed to constitute a “Change of Control” by the Committee. |
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HALIFAX CORPORATION | ||||
By: | ||||
(Date) | (Signature) |
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HALIFAX CORPORATION | ||||
By: | ||||
Name: | ||||
Title: | ||||
ACCEPTED: | ||||
(Street Address) | ||||
(City, State and Zip Code) |
A-IV-6
Dated: | ||||||
In the presence of: | ||||||
Name: |
A-IV-7
HALIFAX CORPORATION
5250 Cherokee Avenue
Alexandria, Virginia 22312
Annual Meeting of Shareholders to be held on September 9, 2005
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Ernest L. Ruffner and Joseph Sciacca or either of them, as proxies and attorneys in fact with full power of substitution to represent and to vote for the undersigned all shares of Common Stock, $0.24 par value, of Halifax Corporation that the undersigned would be entitled to vote if personally present at the Annual Meeting of Shareholders of Halifax Corporation to be held on September 9, 2005 and at any postponement or adjournment thereof. The undersigned directs this proxy to vote as indicated on this proxy card.
THE PROXY AGENTS PRESENT AND ACTING IN PERSON OR BY THEIR SUBSTITUTES (OR, IF ONLY ONE IS PRESENT AND ACTING, THEN THAT ONE) MAY EXERCISE ALL THE POWERS CONFERRED BY THIS PROXY. DISCRETIONARY AUTHORITY IS CONFERRED BY THIS PROXY AS TO CERTAIN MATTERS DESCRIBED IN THE HALIFAX CORPORATION PROXY STATEMENT.
(Continued and to be signed on the reverse side)
ANNUAL MEETING OF SHAREHOLDERS OF
HALIFAX CORPORATION
September 9, 2005
Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.
ê Please detach along perforated line and mail in the envelope provided.ê
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL OF THE DIRECTOR NOMINEES
AND “FOR” THE 2005 STOCK OPTION AND STOCK INCENTIVE PLAN.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HEREx
1. | To elect seven directors, each for a one year term to serve until his successor is duly elected and qualified, as more fully described in the accompanying proxy statement. | |||||
NOMINEES: | ||||||
o | FOR ALL NOMINEES | m m | John H. Grover John M. Toups | |||
o | WITHHOLD AUTHORITY FOR ALL NOMINEES | m m m | Daniel R. Young Thomas L. Hewitt Arch C. Scurlock, Jr. | |||
o | FOR ALL EXCEPT (See instructions below) | m m | Gerald F. Ryles Charles L. McNew |
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INSTRUCTION: | To withhold authority to vote for any individual nominee(s), mark“FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here:l |
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To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. | o |
FOR | AGAINST | ABSTAIN | ||||||
2. | To approve the 2005 Stock Option and Stock Incentive Plan, as more fully described in the accompanying proxy statement. | o | o | o | ||||
3. | To transact such other business as may properly come before the meeting or any of the postponements or adjournments thereof. | |||||||
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL OF THE DIRECTOR NOMINEES AND FOR THE APPROVAL OF THE 2005 STOCK OPTION AND STOCK INCENTIVE PLAN. IF ANY OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING. | ||||||||
Should the undersigned be present and choose to vote at the Annual Meeting or at any postponements or adjournments thereof, and after notification to the Secretary of Halifax Corporation at the Annual Meeting of the shareholder’s decision to terminate this proxy, then the power of such attorneys or proxies shall be terminated and shall have no force and effect. This proxy may also be revoked by filing a written notice of revocation with the Secretary or by duly executing a proxy bearing a later date. | ||||||||
The undersigned acknowledges receipt with this Proxy, a copy of the Proxy Statement for the Annual Meeting of Shareholders to be held September 9, 2005 and 2005 Annual Report to Shareholders. | ||||||||
MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING.o |
Signature of Shareholder | Date: | Signature of Shareholder | Date: |
Note: | Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. |