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 7, 2008
HALIFAX CORPORATION OF VIRGINIA
(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))
FOREWARD-LOOKING STATEMENTS
Certain statements in this Currant Report on Form 8-K 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 events
over which we have little or no control. Forward-looking statements
may be identified by words including "anticipate," "believe,"
"estimate," "expect" and similar expressions. We caution 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 our revenues, risks involved in contracting with our
customers, including difficulties to accurately estimate costs when
bidding on a contract and the occurrence of start-up costs prior to
receiving revenues and contract with fixed price provisions, government
contracting risks, potential conflicts of interest, difficulties we may
have in attracting and retaining management, professional and
administrative staff, fluctuation in quarterly results, risks related
to acquisitions and acquisition strategy, continued favorable banking
relationships, the availability of capital to finance operations and
ability to make payments on outstanding indebtedness, weakened economic
conditions, acts of terrorism, 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 Securities and Exchange Commission ("SEC"), including our
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 4.01 Changes in Registrant's Certifying Accountant.
On January 7, 2008, the Audit Committee of Halifax Corporation of
Virginia (the "Company") elected to dismiss Grant Thornton LLP ("Grant
Thornton") as the Company's independent auditor effective January 7,
2008. The Company's Audit Committee is in process of engaging a new
independent auditor to audit the Company's fiscal 2008 financial
statements.
The reports of Grant Thornton, on the financial statements of the
Company during the two-year period ended March 31, 2007, did not
contain an adverse opinion, or a disclaimer of opinion, and were not
qualified or modified as to uncertainty, audit scope, or accounting
principles. During the two-year period ended March 31, 2007 and
interim period from April 1, 2007 through January 7, 2008, (1) the
Company did not have any disagreements with Grant Thornton on any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not
resolved to the satisfaction of Grant Thornton, would have caused it to
make a reference to the subject matter of the disagreements in
connection with its reports, and (2) no reportable events as described
in Item 304(a)(1) of Regulation S-K occurred except that, as disclosed
in Item 9A of the Company's Annual Report on Form 10-K for the fiscal
year ended March 31, 2007 and in Item 4 of the Company's Quarterly
Reports on Form 10-Q for the quarters ended June 30, 2007 and September
30, 2007, we were advised by Grant Thornton that control deficiencies
in our internal control over financial reporting relating to income tax
reporting existed as of March 31, 2007 that constituted a material
weakness within the meaning of the Public Company Accounting Oversight
Board's (PCAOB) Auditing Standard No. 2 as a result of the lack of
qualified personnel to properly review and administer the Company's tax
matters. In July 2007, management completed the remediation of the
material weakness by retaining an outside professional service firm to
assist in the area of income tax reporting.
In connection with the filing of this Form 8-K, Grant Thornton was
provided with a copy of this disclosure and was requested by the
Company to furnish to the Company a letter addressed to the SEC stating
whether Grant Thornton agrees with the above statements. A copy of
Grant Thornton's letter to the SEC is attached hereto as Exhibit 16.2
to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
None.
(b) Pro-forma financial information.
None.
(c) Exhibits.
The following exhibit is filed herewith:
S-K Exhibit
Number Description
16.2 Letter regarding change in certifying accountant.
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 11, 2008 By: /s/ Joseph Sciacca
Joseph Sciacca
Vice President, Finance & CFO
EXHIBIT INDEX
Exhibit No. Description
16.2 Letter regarding change in certifying accountant.