UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): September 2, 2003
HALIFAX CORPORATION
(Exact name of registrant as specified in its charter)
1-08964 54-0829246
Virginia
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation)
5250 Cherokee Avenue, Alexandria, Virginia 22312
(Address of principal executive offices/Zip Code)
Registrant's telephone number, including area code: (703) 750-2202
Former name, former address, and former fiscal year, if changed since
last report: N/A
Forward Looking Statements
Certain statements in this document constitute "forward-looking
statements" within the meaning of the Federal Private Securities
Litigation Reform Act of 1995. While forward-looking statements
sometimes are presented with numerical specificity, they are based on
various assumptions made by management regarding future circumstances
over many of which we have little or no control. Forward-looking
statements may be identified by words including "anticipate,"
"believe," "estimate," "expect" and similar expressions. Halifax
Corporation ("Halifax" or the "Company") cautions readers that forward-
looking statements, including without limitation, those relating to
future business prospects, revenues, working capital, liquidity, and
income, are subject to certain risks and uncertainties that would cause
actual results to differ materially from those indicated in the forward-
looking statements. Factors that could cause actual results to differ
from forward-looking statements include the concentration of the
Company's revenues, risks involved in contracting with its customers,
government contracting risks, absence of dividends, potential conflicts
of interest, difficulties in attracting, and retaining management,
professional and administrative staff, fluctuation in quarterly
results, risks related to acquisitions and risks related to the
Company's acquisition strategy, continued favorable banking
relationships, the availability of capital to finance operations and
planned growth, ramifications of the embezzlement matter referenced
herein, risks related to competition and the Company's ability to
continue to perform efficiently on contracts, and other risks and
factors identified from time to time in the Company's Annual Report on
Form 10-K. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual
results may vary materially from those anticipated, estimated or
projected.
Forward-looking statements are intended to apply only at the time
they are made. Moreover, whether or not stated in connection with a
forward-looking statement, the Company undertakes no obligation to
correct or update a forward-looking statement should we later become
aware that it is not likely to be achieved. If the Company were to
update or correct a forward-looking statement, you should not conclude
that the Company will make additional updates or correction thereafter.
Item 5. Other Events and Regulation FD Disclosure
On September 2, 2003, Halifax issued the attached press release
announcing that on August 29, 2003 it had acquired all of the
outstanding Common Stock of Microserv, Inc., a Washington corporation
("Microserv"), for consideration comprised of (i) 442,078 shares of its
common stock, (ii) $360,000 in cash, (iii) notes in an aggregate
original principal amount of $493,934, and (iv) through an earn-out,
the right to receive an additional $250,000 in cash or a combination of
cash and Halifax common stock based upon certain of Microserv's
accounts achieving an agreed upon financial target over the 12 month
period commencing the day after Closing.
Microserv has been providing hardware support service solutions
throughout the U.S. Microserv supports OEMs, VARs and other service
provides since 1985. Microserv's customized solutions include round
the clock support, depot repair, service parts logistics, and systems
integration. Its extensive service options give each customer the
opportunity to contract only for the level of support necessary for
their environment. Microserv believes this support has helped its
clients and partners focus on their own core competencies, and to
maximize customer return on investment.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of business acquired. None
(b) Proforma Financial Information. None
(c) Exhibits.
The following exhibits are filed herewith:
S-K Item
Number Description
991 Press Release dated September 2, 2003
SIGNATURE
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.
HALIFAX CORPORATION
Date: September 2, 2003 By: /s/Joseph Sciacca
Joseph Sciacca
Vice President, Finance & CFO
EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release dated September 2, 2003