4
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): August 29, 2003
HALIFAX CORPORATION
(Exact name of registrant as specified in its charter)
Virginia 1-08964 54-0829246
(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 or former address, 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, 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 2. Acquisition or Disposition of Assets
As reported in the Current Report on Form 8-K dated August 29,
2003, on August 29, 2003, Halifax acquired all of the outstanding
Common Stock of Microserv, Inc. ("Microserv"), a Washington corporation
(the "acquisition transaction"). This Amendment to the Current Report
on Form 8-K dated August 29, 2003 is being filed to include the pro-
forma financial information required by Item 7.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of business acquired. Audited financial
statements are not required pursuant to Rule 3-05(b)(2) of Regulation S-
X as the company acquired does not meet the 20% tests set forth
therein.
(b) Pro-forma Financial Information.
The following pro-forma financial information are
included in this current report:
(i) Unaudited Pro-Forma Combined Condensed Statement
of Operations for year ended March 31, 2003.
(ii) Unaudited Pro-Forma Combined Condensed Statement of
Operations for the three months ended June 30, 2003.
(iii) Unaudited Pro-Forma Combined Condensed Balance
Sheet as of June 30, 2003.
(c) Exhibits.
The following exhibits are filed herewith:
S-K Item
Number Description
99.1 Agreement and Plan of Merger, dated August 29, 2003 for the
Acquisition of Microserv, Inc. by Halifax Corporation*
99.2 Registration Rights and Right of First Offer Agreement dated
August 29, 2003*
99.3 Employee Severance and Restricted Covenant Agreement
with Gary Lukowski dated August 29, 2003*
99.4 Employee Severance and Restricted Covenant Agreement
with Jonathan Scott dated August 29, 2003*
99.5 Voting Agreement dated August 29, 2003*
99.6 Form of Note to Microserv Shareholders*
99.7 General Release dated August 29, 2003*
99.8 Press Release dated August 29, 2003 (Incorporated by
reference from the Current Report on Form 8-K dated August
29, 2003)*
99.9 Prof-orma Financial Statements
*Previously filed
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: November 12, 2003 By: /s/Joseph Sciacca
Name: Joseph Sciacca
Title Chief Financial Officer:
EXHIBIT INDEX
S-K Item
Number Description
99.1 Agreement and Plan of Merger, dated August 29, 2003 for the
Acquisition of Microserv, Inc. by Halifax Corporation*
99.2 Registration Rights and Right of First Offer Agreement dated
August 29, 2003*
99.3 Employee Severance and Restricted Covenant Agreement
with Gary Lukowski dated August 29, 2003*
99.4 Employee Severance and Restricted Covenant Agreement
with Jonathan Scott dated August 29, 2003*
99.5 Voting Agreement dated August 29, 2003*
99.6 Form of Note to Microserv Shareholders*
99.7 General Release dated August 29, 2003*
99.8 Press Release dated August 29, 2003 (Incorporated by
reference from the Current Report on Form 8-K dated August
29, 2003)*
99.9 Pro-forma Financial Statements
*Previously filed