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):January 18, 2007
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) 658-2400
N/A
Former name, former address, and former fiscal year, if changed since
last report
Check the appropriate box below if the Form 8-K filing is intended to
satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act(17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
FORWARD LOOKING STATEMENTS
This document may include a number of "forward-looking statements"
as that term is defined in Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. These statements reflect management's current views with
respect to future events and financial performance and include
statements regarding management's intent, belief or current
expectations, which are based upon assumptions about future conditions
that may prove to be inaccurate. Prospective investors are cautioned
that any such forward-looking statements are not guarantees of future
performance, involve risk and uncertainties, and that as a result,
actual results may differ materially from those contemplated by such
forward-looking statements. Such risks include, among other things,
the concentration of revenues, risks involved in contracting with our
customers, including the difficulty to accurately estimate costs when
bidding on a contract and the occurrence of start-up costs prior to
receiving revenues and contracts with fixed price provisions, potential
conflicts of interest, difficulties we may have in attracting and
retaining management, professional and administrative staff,
fluctuation in quarterly results, our ability to generate new business,
our ability to maintain an effective system of internal controls, risks
related to acquisitions and our acquisition strategy, continued
favorable banking relationships, the availability of capital to finance
operations and planned growth and ability to make payments on
outstanding indebtedness, weakened economic conditions, reduced end-
user purchases relative to expectations, pricing pressures, excess and
obsolete inventory, acts of terrorism, energy prices, risks related to
competition and our ability to continue to perform efficiently on
contracts, and other risks and factors identified from time to time in
the reports we file with the SEC. When considering forward-looking
statements, readers are urged to carefully review and consider the
various disclosures, including risk factors and their cautionary
statements, made by us in this document and in our reports filed with
the Securities and Exchange Commission.
ITEM 4.02(a) Non-Reliance on Previously Issued Financial Statements or
a Related Audit Report or Completed Interim Review.
On January 18, 2007, management of Halifax Corporation (the
"Company") completed its review and determined that a restatement of
its annual report filed on Form 10-K for the year ended March 31, 2006
and quarterly reports for the quarters ended June 30, 2005, September
30, 2005 and December 31, 2005 was necessary. As the company previously
disclosed in Note 2 of its financial statements included with its Form
10-Q for the period ended September 30, 2006, the Company identified an
inconsistency in its original reporting of the sale of its Secure
Network Servicing ("SNS") division. In applying the guidance contained
in paragraph 39 of SFAS No. 142 in recording the gain on sale for this
transaction, goodwill should have been allocated to the Company's basis
in SNS based on its relative fair value. The effect of this adjustment
would have been to reduce the loss from continuing operations from
approximately $4.5 million ($1.41 per share) to $1.3 million ($0.40 per
share), as there would not have been an impairment of goodwill, with an
offsetting reduction of the related gain on sale (which is classified
as discontinued operations) from approximately $5.7 million ($1.80 per
share) to $2.5 million ($0.79 per share). Net income as reported for
the year or for any of the quarters during the year ended March 31,
2006 did not change as a result of these adjustments.
The Company's audit committee discussed these matters with the
Company's independent accountants. Accordingly, the Company's
consolidated financial statements included in the Company's annual
report on Form 10-K for the year ended March 31, 2006 and quarterly
reports for the quarters within the fiscal year( the "Reports") should
no longer be relied upon and the Reports will be restated to reflect
the appropriate classification of the above items. The Company will
file the appropriate amendments to the Reports to effect these
restatements.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
None
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: January 24, 2007 By: /s/Joseph Sciacca
Joseph Sciacca
Vice President, Finance & CFO