UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058
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FORM 12b-25 SEC FILE NUMBER
1-08964
NOTIFICATION OF LATE FILING CUSIP NUMBER
405752 10 6
(Check One): [_] Form 10-K [_] Form 20-F [_] Form 11-K [X] Form 10-Q
[_] Form N-SAR [_] Form N-CSR
For Period Ended: December 31, 2004
[_] Transition Report on Form 10-K
[_] Transition Report on Form 20-F
[_] Transition Report on Form 11-K
[_] Transition Report on Form 10-Q
[_] Transition Report on Form N-SAR
For the Transition Period
Ended:______________________________________
Read Instruction (on back page) Before Preparing Form. Please Print or
Type.
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
______________________________________________________________
PART I -- REGISTRANT INFORMATION
Halifax Corporation
Full Name of Registrant
Former Name If Applicable
5250 Cherokee Avenue
Address of Principal Executive Office (Street and Number)
Alexandria, VA 22312
City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.) [X]
(a) The reasons described in reasonable detail in Part
III of this form could not be eliminated without
unreasonable effort or expense
(b) The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F, Form 11-
K, Form N-SAR or Form N-CSR, or portion thereof,
will be filed on or before the fifteenth calendar
day following the prescribed due date; or the
subject quarterly report or transition report on
Form 10-Q, or portion thereof will be filed on or
before the fifth calendar day following the
prescribed due date; and
(c) The accountant's statement or other exhibit required
by Rule 12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR,
N-CSR, or the transition report portion thereof, could not be filed
within the prescribed time period.
(Attach Extra Sheets if Needed)
The Form 10-Q for the quarter ended December 31, 2004 could not be
filed within the prescribed time period due to unanticipated delays
arising in connection with its preparation.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Joseph Sciacca (703) 750-2400
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the preceding 12 months or for
such shorter period that the registrant was required to file such
report(s) been filed? If answer is no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year
will be reflected by the earnings statements to be included in the
subject report or portion thereof?
[X] Yes [ ] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
See attachment.
Halifax Corporation
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: February 14, 2005 By: /s/Joseph Sciacca
Joseph Sciacca
Vice President, Finance &
Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and
title of the person signing the form shall be typed or printed beneath
the signature. If the statement is signed on behalf of the registrant by
an authorized representative (other than an executive officer), evidence
of the representative's authority to sign on behalf of the registrant
shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal
Criminal Violations (see 18 U.S.C. 1001).
ATTACHMENT TO PART IV-ITEM (3) OF
FORM 12B-25
Halifax Corporation
WITH RESPECT TO ITS FORM 10-Q FOR THE
QUARTER ENDED DECEMBER 31, 2004
The registrant estimates that its results of operations for the three and
nine months ended December 31, 2004, as reflected in its consolidated
statements of operations to be included in its Form 10-Q for the quarter
ended December 31, 2004, will reflect the following changes:
For the three months ended December 31, 2004, the registrant expects to
report that it incurred an operating loss of $1,419,000 compared to
operating income of $352,000 for the three months ended December 31,
2003. For the nine months ended December 31, 2004, the registrant
expects to report that it incurred an operating loss of $917,000 compared
to operating income of $864,000 for the nine months ended December 31,
2003. The losses for the three and nine months ended December 31, 2004
were primarily a result of losses associated with the start-up of a new
enterprise maintenance contract and certain unanticipated service
delivery costs which exceeded the estimates the registrant utilized in
pricing this contract.
In addition, as a result of the foregoing, for the three months ended
December 31, 2004, the registrant expects to report that it incurred a
net income loss of $1,035,000 compared to a net income of $202,000 for
the three months ended December 31, 2003. For the nine months ended
December 31, 2004, the registrant expects to report that it incurred a
net income loss of $900,000 compared to a net income of $405,000 for the
nine months ended December 31, 2003.