April 25, 2006
Mail Stop 4561
Charles L. McNew
President and Chief Executive Officer
Halifax Corporation
5250 Cherokee Avenue
Alexandria, VA 22312
Re: Halifax Corporation
Registration Statement on Form S-3
Filed March 31, 2006
File No. 333-132901
Annual Report on Form 10-K for March 31, 2005
Filed July 14, 2005
File No. 1-8964
Dear Mr. McNew:
We have limited our review of your filings to that issues we
have addressed in our comments. We think you should revise your
documents in response to those comments. If you disagree, we will
consider your explanation as to why our comments are inapplicable
or
a revision is unnecessary. Please be as detailed as necessary in
your explanation. In some of our comments, we may ask you to
provide
us with information so we may better understand your disclosure.
After reviewing this information, we may raise additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form S-3
Selling Shareholders, page 15
1. You disclose that you will supplement your prospectus to
identify
selling shareholders. Please be advised that Halifax must disclose
all known selling shareholders at the time of effectiveness. Only
registrants who are eligible to register primary offerings on Form
S-
3 pursuant to General Instruction I.B.1 to Form S-3 are permitted
by
Rule 430B to refer to unnamed selling shareholders in a generic
manner by identifying the initial transaction and then identifying
them after effectiveness as permitted by General Instruction II.G.
to
Form S-3. Please revise.
Exhibit 5.1, Legal Opinion
2. Please confirm that your opinion covers all applicable
provisions
of the Constitution of the Commonwealth of Virginia and reported
judicial decisions of state courts interpreting these laws.
Please
see Item VIII(A)(14) of the Current Issues Release of November 14,
2000.
Form 10-K
Item 9A. Controls and Procedures, page 64
3. In future filings, please ensure that your "conclusions"
paragraph
either includes the full definition of "disclosure controls and
procedures" as set forth in Rule 13a-15(e) of the Securities
Exchange
Act of 1934 or you reference the rule definition itself. Please
confirm that for purposes of your effectiveness conclusion in this
10-K that your reference to disclosure controls and procedures
encompassed the full definition.
**********************************
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision. Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rule 461 regarding requesting
acceleration of a registration statement. Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration. Please provide this
request
at least two business days in advance of the requested effective
date.
Please contact Hugh Fuller at (202) 551-3853 or me at (202)
551- 3730 with any other questions.
Sincerely,
Barbara C. Jacobs
Assistant Director
CC: Jane K. Storero
Blank Rome LLP
One Logan Square
Philadelphia, PA 19103-6998
Facsimile no.: (215) 832-5488