As filed with the Securities and Exchange Commission on March 31, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
HALIFAX CORPORATION
(Exact name of registrant as specified in its charter)
VIRGINIA NO. 54-0829246
(State of incorporation) (I.R.S. Employer
Identification No.)
5250 Cherokee Avenue Howard C. Mills
Alexandria, VA 22312 President and Chief
(703) 750-2202 Executive Officer
(Address, including zip code, Halifax Corporation
and telephone number, including 5250 Cherokee Avenue
area code, of registrant's Alexandria, VA 22312
principal executive offices) (703) 750-2202
(Name, address, including
zip code, and telephone
number, including area
code, of agent for
service)
Approximate date of commencement of proposed sale to the public: From
time to time after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. ( )
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box.(X)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Securities Amount to Maximum Maximum Amount of
to be registered be Offering Aggregate Registration
Registered Price Offering Fee
(1) Per Price(2)
Share(2)
_______________________________________________________________________
Common Stock, par 350,464 $11.375 $3,986,528.00 $1,208.04
value $0.24 per share shares
(1) Plus such indeterminate number of shares pursuant to Rule 416 as
may be issued in respect of stock splits, stock dividends and
similar transactions.
(2) Estimated solely for the purpose of calculating the registration
fee. Pursuant to Rule 457, the offering price and registration
fee are computed on the basis of the average of the high and low
prices per share of the Registrant's Common Stock reported on the
American Stock Exchange on March 21, 1997.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
SUBJECT TO COMPLETION, DATED MARCH 31, 1997
PROSPECTUS
HALIFAX CORPORATION
350,464 SHARES OF COMMON STOCK
[Information contained herein is subject to completion or amendment.
A registration statement relating to these securities has been filed
with the Securities and Exchange Commission. These securities may not
be sold nor may offers to buy be accepted prior to the time the
registration statement becomes effective. This prospectus shall not
constitute an offer to sell of the solicitation of an offer to buy nor
shall there be any sale of these securities in any State in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such State.]
This Prospectus relates to the proposed sale of up to 350,464
shares (the "Offered Shares") of common stock, par value $0.24 per
share (the "Common Stock"), of Halifax Corporation ("Halifax" or the
"Company") which may be offered for sale from time to time by the
Selling Stockholders (as hereinafter defined). See "Selling
Stockholders." The Company will not receive any proceeds from the
sale of the Offered Shares.
The sale and/or distribution of the Offered Shares by the Selling
Stockholders may be effected from time to time to purchasers directly
by the Selling Stockholders or through brokers, agents, dealers or
underwriters in one or more transactions (which may involve crosses
and principal trades, including block transactions), in special
offerings, negotiated transactions, exchange distributions or
secondary distributions, or otherwise, at market prices prevailing at
the time of sale, at prices related to such prevailing market prices
or at negotiated prices. To the extent required, the specific Offered
Shares to be sold, the name of the Selling Stockholders, the purchase
price, the public offering price, the name of any such brokers,
agents, dealers or underwriters, and any applicable commission or
discount with respect to a particular offer will be set forth in an
accompanying Prospectus Supplement. See "Plan of Distribution." The
Common Stock is listed on the American Stock Exchange ("Amex") and
traded under the symbol "HX". On March 21, 1997, the closing price of
the Company's Common Stock on the Amex was $11.875 per share.
The purpose of this offering is to register 350,464 shares of
Common Stock previously issued, and to be issued under certain
circumstances, by the Company in connection with that certain
Agreement and Plan of Reorganization, dated as of April 1, 1996 (the
"Merger Agreement"), by and among Halifax, CMSA Acquisition
Corporation, a Virginia corporation and a wholly-owned subsidiary of
Halifax ("CMSA"), CMS Automation, Inc., a Virginia corporation
("CMS"), and the stockholders of CMS.
Upon any sale of the Common Stock offered hereby, the Selling
Stockholders and participating agents, brokers and dealers may be
deemed to be underwriters as that term is defined in the Securities
Act of 1933, as amended (the "Securities Act"), and commissions or
discounts or any profit realized on the resale of such securities
purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.
No underwriter is initially being utilized in connection with
this offering. The Company will pay all expenses incurred in
connection with this offering other than fees and expenses (including
underwriting fees and selling commissions) of the Selling
Stockholders. See "Plan of Distribution."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is March 31, 1997.
AVAILABLE INFORMATION
Halifax is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and,
in accordance therewith, files periodic reports, proxy statements and
other information with the Securities and Exchange Commission (the
"Commission"). The Company's filings may be inspected and copied or
obtained by mail upon payment of the Commission's prescribed rates at
the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and at the
regional offices of the Commission located at 7 World Trade Center,
13th Floor, New York, New York 10048 and Northwestern Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661, and
copies of such material can be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. The Common Stock is listed on the Amex
and the Company's reports, proxy statements and other filings with the
Commission are also available for inspection at the offices of the
Amex located at 86 Trinity Place, New York, New York 10006. The
Commission maintains a Web site that contains reports, proxy and
information statements and other information regarding registrants
that file electronically with the Commission, including the Company,
which can be accessed at the following address: http://www.sec.gov.
The Company has filed with the Commission a Registration
Statement on Form S-3 under the Securities Act with respect to the
Common Stock offered hereby. This Prospectus does not contain all of
the information set forth in the Registration Statement and in the
amendments, exhibits and schedules thereto. For further information
with respect to the Company and the Common Stock, reference is made to
the Registration Statement, and to the exhibits and schedules filed
therewith. All of these documents may be inspected without charge at
the Commission's principal office in Washington, D.C., and copies
thereof may be obtained from the Commission at the prescribed rates or
may be examined without charge at the public reference facilities of
the Commission. Any statements contained herein concerning the
provisions of any document filed as an exhibit to the Registration
Statement or otherwise filed with the Commission are not necessarily
complete, and in each instance reference is made to the copy of such
document so filed. Each such statement shall be qualified in its
entirety by such reference.
INFORMATION INCORPORATED BY REFERENCE
The following documents previously filed by the Company with the
Commission pursuant to the Exchange Act (Commission File No. 1-8964)
are incorporated in and made a part of this Prospectus:
(i) The Company's Annual Report on Form 10-K for the year
ended March 31, 1996;
(ii) The Company's Quarterly Reports on Form 10-Q for the
quarters ended June 30, 1996, September 30, 1996 and
December 31, 1996; and
(iii) The Company's Current Reports on Form 8-K dated April
15, 1996 (as amended by Form 8-K-Amendment 1 dated
April 15, 1996 and filed on June 18, 1996) and November
25, 1996 (as amended by Form 8-K-Amendment 1 dated
November 25, 1996 and filed on February 13, 1997).
The description of the Common Stock, which is registered under
Section 12 of the Exchange Act, is set forth under the caption
"Description of Capital Stock" contained in the Company's Registration
Statement on Form S-18 dated June 29, 1983, and is hereby incorporated
herein by reference. All documents which the Company files pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date of this Prospectus and prior to the termination of the
offering described herein shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of
such reports and documents. Any statement contained in a document
incorporated by reference, or deemed to be incorporated by reference,
shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any
other subsequently filed incorporated document or in any accompanying
prospectus supplement modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom
this Prospectus is delivered, upon written or oral request, a copy of
any or all documents described above (other than exhibits thereto,
unless such exhibits are specifically incorporated by reference into
the documents that this Prospectus incorporates). Requests should be
addressed to Corporate Secretary, Halifax Corporation, 5250 Cherokee
Avenue, Alexandria, Virginia 22312.
THE COMPANY
The Company is a technology services and facilities services
company for commercial and governmental activities. Technology
services includes the integration, systems engineering, installation,
maintenance and training for computer systems, communications systems
and simulation systems. Facilities services includes the management,
operations and maintenance support of military bases, prisons,
waterways, major office complexes and communication sites. Services
and associated products are developed and delivered by the Company
and/or its three wholly-owned subsidiaries: CMSA, Halifax
Engineering, Inc. and Halifax Technical Services, Inc.
The Company is a Virginia corporation with its principal
executive offices at 5250 Cherokee Avenue, Alexandria, Virginia 22312.
The Company's telephone number is (703) 750-2202.
THE OFFERED SHARES
The merger contemplated by the Merger Agreement (the "Merger")
was consummated on April 1, 1996. Pursuant to the Merger, CMS was
merged into CMSA, a wholly-owned subsidiary of the Company, and
139,630 shares of Common Stock, in the aggregate (the "Initial
Shares"), were issued to the Selling Stockholders. The Merger
Agreement also provides for the issuance of additional shares of
Common Stock to the Selling Stockholders, subject to certain
conditions, as additional consideration in connection with the Merger
(the "Contingent Shares") on or before May 31 of each of 1997, 1998
and 1999. The number of Contingent Shares to be issued to the Selling
Stockholders on or before May 31, 1997 is equal to one-third of the
net after tax income of CMSA for the period January 1, 1996 through
March 31, 1997 divided by $10.50 (the deemed per share value of the
Common Stock ($7.00) adjusted for a 3:2 stock split which became
effective December 27, 1996 (the "Stock Split")). The number of
Contingent Shares to be issued to the Selling Stockholders on or
before May 31, 1998 and May 31, 1999 is equal to one-third of the net
after tax income of CMSA for the twelve-month periods beginning April
1, 1997 and April 1, 1998, respectively, divided by the then-current
market value of a share of Common Stock, which value shall be deemed
not to exceed $15.00 per share or be less than $9.00 per share (in
each case after adjustment for the Stock Split). Dependent upon the
foregoing, the Contingent Shares will be distributed to the Selling
Stockholders pro rata based on their holdings of CMS stock as of the
date of closing of the Merger without accounting for any shares of CMS
stock received by any Selling Stockholder as a result of converting a
promissory note into equity of CMS prior to the Merger.
In the event that the distribution of Contingent Shares, together
with the Initial Shares, would increase the number of outstanding
shares of Common Stock by more than 20% of the number of shares of
Common Stock outstanding immediately before the closing of the Merger,
the Company may deliver a cash payment of equal value in lieu of such
additional Contingent Shares (the "Contingent Cash Option"). The
Company had 1,168,229 shares of Common Stock outstanding immediately
before the closing of the Merger.
Pursuant to Section 6.3 of the Merger Agreement, the Company is
required to prepare and file a Registration Statement under the
Securities Act within twelve months of the date of original issuance
of Common Stock to the Selling Stockholders, which Registration
Statement covers the issuance of Initial Shares and Contingent Shares.
The Company is obligated under the Merger Agreement to use its best
efforts to cause the Registration Statement to become effective as
soon as practicable.
CMSA is a computer network integration and solutions company.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the
Offered Shares.
PLAN OF DISTRIBUTION
The Offered Shares may be sold from time to time to purchasers
directly by the Selling Stockholders. Alternatively, the Selling
Stockholders may from time to time offer the Offered Shares through
underwriters, brokers, dealers or agents, who may receive compensation
in the form of underwriting discounts, concessions, or commissions
from the Selling Stockholders selling as principals and/or from
purchasers of the Offered Shares for whom they may act as agent. The
Offered Shares may be sold from time to time in one or more
transactions (which may involve crosses and principal trades,
including block transactions) on the Amex and any other stock
exchanges on which the Offered Shares are admitted for trading,
pursuant to and in accordance with the rules of such exchanges, in
negotiated transactions or otherwise, at a fixed offering price, which
may be changed, at varying prices determined at the time of sale, or
at negotiated prices. The Selling Stockholders may effect such
transactions by selling Offered Shares to or through securities
broker-dealers, and such broker-dealers may receive compensation in
the form of underwriting discounts, concessions or commissions from
the Selling Stockholders and/or from purchasers of Offered Shares for
whom such broker-dealers may act as agent or to whom they sell as
principal, or both (which compensation as to a particular broker-
dealer might be in excess of customary commissions).
If any broker-dealer purchases the Offered Shares as principal it
may effect resales of the Offered Shares from time to time to or
through other broker-dealers, and the other broker-dealers may receive
compensation in the form of concessions or commissions from the
principals and/or the purchasers of the Offered Shares for whom they
may act as agents. The Selling Stockholders and any underwriter,
dealer or agent that participates in the distribution of the Offered
Shares may be deemed underwriters under the Securities Act, and any
profit on the sale of the Offered Shares by them and any discounts,
commissions, concessions or other compensation received by any such
underwriters, dealers or agents may be deemed to be underwriting
discounts and commissions under the Securities Act.
At the time a particular offer of the Offered Shares is made, to
the extent required, a Prospectus Supplement will be distributed which
will set forth the number of shares of Common Stock being offered and
the terms of the offering, including the name or names of any
underwriters, brokers, dealers or agents (whether such party is acting
as a principal or as agent for the Selling Stockholders), any
discounts, commissions, concessions and other items constituting
compensation from the Selling Stockholders and any discounts,
commissions or concessions allowed or re-allowed or paid to dealers.
The terms of the Merger Agreement provide for the Company to file
a shelf registration statement (the "Shelf Registration Statement")
covering the Offered Shares. The Registration Statement of which this
Prospectus is a part constitutes the Shelf Registration Statement.
The Company has agreed to use its best efforts to cause the Shelf
Registration Statement to become effective and keep the Shelf
Registration Statement effective until the earlier of (i) such time as
all of the Offered Shares have been disposed of or (ii) November 30,
1999.
To comply with securities laws of certain states, if applicable,
the Offered Shares will be sold in such states only through registered
or licensed brokers or dealers. In addition, in certain states the
Offered Shares may not be sold unless they have been registered or
qualified for sale in such states or an exemption from registration or
qualification is available or is complied with.
The Company will pay all of the expenses incident to the offering
and sale of the Offered Shares to the public other than the fees and
expenses (including underwriting fees and selling commissions) of the
Selling Stockholders.
SELLING STOCKHOLDERS
This Prospectus relates to Initial Shares of Common Stock that
have been issued to the Selling Stockholders pursuant to the Merger
Agreement and the maximum number of Contingent Shares of Common Stock
that are issuable to the Selling Stockholders pursuant to the Merger
Agreement if the Company exercises in full its Contingent Cash Option
(provided that there is no assurance that the Company will, or will
not, exercise, in full or in part, its Contingent Cash Option). The
Selling Stockholders may offer the Offered Shares with this
Prospectus.
The following table sets forth the name of each Selling
Stockholder and the number of shares of Common Stock acquired, and to
be acquired under certain circumstances, by each Selling Stockholder
pursuant to the Merger and being registered hereby, some or all of
which shares may be sold pursuant to this Prospectus. There is no
assurance that any of the Selling Stockholders will sell any or all of
the Offered Shares offered by them hereunder.
Initial Contingent Total Offered
Shares Covered Shares Covered Shares Covered
Selling by this by this by this
Stockholder Prospectus Prospectus Prospectus
___________ ______________ ______________ ______________
Thomas L. 32,216 40,324 72,640
Mountcastle
Richard 9,250 11,543 20,793
Barkhouser
Lester A. Hudson 9,250 11,543 20,793
George Nolde III 84,867 29,693 114,560
Irvin E. Cox 59,525 30,159 89,684
Mark A. Roberts 3,253 4,059 7,312
Stephen M. Estep 3,253 4,059 7,312
Calvin W. & 6,418 8,009 14,427
Barbara C. Fowler
Mary K. Adams 1,309 1,634 2,943
SUBTOTAL 209,441 141,023 350,464
The Selling Stockholders are former stockholders of CMS. Prior
to the consummation of the Merger, (i) Thomas L. Mountcastle was the
President and a director of CMS; (ii) George Nolde III was the
Secretary, the Treasurer and a director of CMS; (iii) Irvin E. Cox was
a Corporate Vice President and a director of CMS, (iv) Richard
Barkhouser was a director of CMS, (v) Lester A. Hudson was a director
of CMS, (vi) Mark A. Roberts was a Vice President of CMS, (vii)
Stephen M. Estep was a Vice President of CMS and (viii) Mary K. Adams
was the Controller of CMS. Since the consummation of the Merger, (i)
Thomas L. Mountcastle has been a Vice President of the Company and the
President of CMSA, (ii) Mark A. Roberts has been a Vice President of
CMSA, (iii) Stephen M. Estep has been a Vice President of CMSA and
(iv) Mary K. Adams has been the Controller of CMSA. No other
Selling Stockholder has had any relationship with CMS, the Company or
any of their respective affiliates during the past three years other
than as described above.
LEGAL MATTERS
Certain legal matters regarding the validity of the shares of
Common Stock offered hereby will be passed upon for the Company by
Ernest L. Ruffner, Esq., Secretary and General Counsel of the Company.
EXPERTS
The consolidated financial statements of the Company at March 31,
1996 and 1995 and for the two years in the period ending March 31,
1996 appearing in the Company's Annual Report on Form 10-K for the
year ended March 31, 1996, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included
therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance
upon such report given upon the authority of such firm as experts in
accounting and auditing.
The consolidated financial statements of the Company for the year
ending March 31, 1994 appearing in the Company's Annual Report on Form
10-K for the year ended March 31, 1996, have been audited by Grant
Thornton LLP, independent auditors, as set forth in their report
thereon included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference
in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.
No dealer, salesman or other
person has been authorized to
give any information or to make
any representations not contained
in, or incorporated by reference
in, this Prospectus in connection
with the offering covered by this
Prospectus. If given or made,
such information or
representations must not be 350,464 SHARES
relied upon as having been
authorized. This Prospectus does
not constitute an offer to sell COMMON STOCK
or the solicitation of an offer
to buy any securities other than ($0.24 par value)
the securities described in this
Prospectus or an offer to sell or
the solicitation of an offer to
buy the Common Stock in any
jurisdiction where, or to any
person to whom, it is unlawful to
make such offer or solicitation.
Neither the delivery of this HALIFAX CORPORATION
Prospectus nor any sale made
hereunder shall, under any
circumstances, create an
implication that there has not
been any change in the facts set
forth in this Prospectus or in
the affairs of the Company since
the date hereof.
TABLE OF CONTENTS
Page
Available Information . . . . . 2
Information Incorporated by
Reference . . . . . . . . . . . 2
The Company . . . . . . . . . . 3
The Offered Shares . . . . . . 3
Use of Proceeds . . . . . . . . 4
Plan of Distribution . . . . . 4
Selling Stockholders . . . . . 5
Legal Matters . . . . . . . . . 5 March 31, 1997
Experts . . . . . . . . . . . . 5
________________________________________ __________________________________
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Registration fee . . . . . . . . . . $ 1,208.04
Stock exchange listing fees . 0
Legal fees and expenses . . . . . . . 20,000.00*
Accounting fees and expenses . . . 12,500.00*
Total . . . . . . . . . . . . . . . . $33,708.04*
* Estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 10 of the Virginia Stock Corporation Act ("VSCA")
provides for indemnification of officers and directors of the Company
under certain circumstances. A Virginia corporation may indemnify an
individual made a party to a proceeding because he is or was a
director or officer against liability incurred in the proceeding if he
(i) conducted himself in good faith, (ii) believed that his conduct
(a) was in the best interest of the corporation, in the case of
conduct in his official capacity with the corporation or (b) was at
least not opposed to the best interest of the corporation, in the case
of all other conduct and (iii) in the case of any criminal proceeding,
had no reasonable cause to believe his conduct was unlawful.
Notwithstanding the foregoing, a Virginia corporation may not
indemnify a director or officer if (i) in connection with a proceeding
by or in the right of the corporation, he was adjudged liable to the
corporation or (ii) in connection with any other proceeding charging
improper personal benefit to him (whether or not involving action in
his official capacity), he was adjudged liable on the basis that
personal benefit was improperly received by him.
The By-Laws of the Company (the "By-Laws") limit the liability of
an officer or director of the Company arising out of a single
transaction, occurrence or course of conduct to $100.00 in every
instance permitted by the VSCA. The By-Laws provide that the Company
shall indemnify any individual who is, was or is threatened to be made
a party to a proceeding (including a proceeding by or in the right of
the Company) because he is or was a director or officer of the Company
or is or was serving the Company or any other legal entity in any
capacity at the request of the Company while a director or officer of
the Company, against all liabilities and reasonable expenses incurred
in such proceeding, unless incurred because of his willful misconduct
or knowing violation of criminal law.
As authorized by the By-Laws, the Company has purchased and
maintained insurance (within limits and subject to certain exclusions)
against liabilities it may have under the indemnification provisions
of the By-Laws or to protect any officer, director or other person
eligible for indemnification against liabilities incurred in
connection with their service to the Company.
The foregoing represents a summary of the general effect of the
VSCA, the By-Laws and the Company's directors and officers liability
insurance coverage for purposes of general description only.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
EXHIBIT DESCRIPTION OF EXHIBIT
(2) Agreement and Plan of Reorganization, dated as of April
1, 1996, by and among Halifax Corporation, CMSA
Acquisition Corporation, CMS Automation, Inc. and the
stockholders of CMS Automation, Inc.
(3) A. Articles of Incorporation, as amended. (Incorporated
by reference to Exhibit 3.1 of the Company's Annual
Report on Form 10-K for the year ended March 31, 1995.)
B. By-Laws, as amended. (Incorporated by reference to
Exhibit 3.2 of the Company's Annual Report on Form 10-K
for the year ended March 31, 1995.)
(5) Opinion of legal counsel regarding legality of
securities being registered.
(23) A. Consent of Ernst & Young LLP
B. Consent of Grant Thornton LLP
C. Consent of Ernest L. Ruffner, Esq. - See Exhibit (5).
(24) Powers of Attorney.
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 ("the Exchange Act") that
are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby further undertakes that,
for purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Alexandria, State of
Virginia, on March 28, 1997.
HALIFAX CORPORATION
By:/s/ Howard C. Mills
_________________________________
Howard C. Mills
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Howard C. Mills President and Chief March 28, 1997
Howard C. Mills Executive Officer
(Principal Executive Officer)
and Director
/s/ John D. D'Amore Vice President, Treasurer and March 28, 1997
John D. D'Amore Controller (Principal Accounting
and Financial Officer)
John H. Grover* Director March 28, 1997
John H. Grover
Clifford M. Hardin* Director March 28, 1997
Clifford M. Hardin
Alvin E. Nashman* Director March 28, 1997
Alvin E. Nashman
/s/ Ernest L. Ruffner Director March 28, 1997
Ernest L. Ruffner
Arch Scurlock* Director March 28, 1997
Arch Scurlock
John M. Toups* Director March 28, 1997
John M. Toups
*By: /s/ Ernest L. Ruffner
Ernest L. Ruffner
as Attorney-in-Fact
EXHIBIT INDEX
PAPER (P) OR
EXHIBIT DESCRIPTION OF EXHIBIT ELECTRONIC
(E)
(2) Agreement and Plan of E
Reorganization, dated as of April
1, 1996, by and among Halifax
Corporation, CMSA Acquisition
Corporation, CMS Automation, Inc.
and the stockholders of CMS
Automation, Inc.
(3) A. Articles of Incorporation, as --
amended. (Incorporated by
reference to Exhibit 3.1 of the
Company's Annual Report on Form 10-
K for the year ended March 31,
B. 1995.) --
By-Laws, as amended. (Incorporated
by reference to Exhibit 3.2 of the
Company's Annual Report on Form 10-
K for the year ended March 31,
1995.)
(5) Opinion of legal counsel regarding E
legality of securities being
registered.
(23) A. Consent of Ernst & Young LLP E
B. Consent of Grant Thornton LLP E
C. Consent of Ernest L. Ruffner, Esq. --
- See Exhibit (5).
(24) Powers of Attorney. E