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 25, 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))
FORWARD-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") recommended Reznick Group, P.C. as the
Company's independent registered public accounting firm to report on
the Company's financial statements for the fiscal year ending March 31,
2008, including performing the required quarterly reviews, subject to
Reznick Group, P.C.'s completion of its customary client acceptance
procedures. On January 25, 2008, Reznick Group, P.C. completed its
client acceptance procedures. On January 25, 2008, the Audit Committee
formally approved Reznick Group, P.C. as the Company's independent
registered public accounting firm with the execution of an engagement
letter.
No consultations occurred between the Company and Reznick Group,
P.C. during the two most recent fiscal years and any subsequent interim
period prior to Reznick Group, P.C.'s appointment regarding either (i)
the application of accounting principles to a specified transaction,
either completed or proposed; or the type of audit opinion that might
be rendered on the Company's financial statements; or (ii) any matter
that was either the subject of a disagreement as defined in Item
304(a)(1)(iv) of Regulation S-K and the related instructions or a
reportable event as described in Item 304(a)(1)(v) of Regulation S-K.
In the course of its discussions concerning the appointment, the
Company did provide and discuss with Reznick Group, P.C. the
information in the Company's Current Report on Form 8-K with respect to
the dismissal of the Company's former independent registered public
accounting firm which was filed with the Securities and Exchange
Commission on January 11, 2008.
The Company requested Reznick Group, P.C. to review this Current
Report on Form 8-K and provided Reznick Group, P.C. with the
opportunity to furnish the Company with a letter addressed to the
Securities and Exchange Commission containing any new information,
clarification of the Company's expression of its views, or the respects
in which it does not agree with the statements made by the Company in
this Current Report on Form 8-K. Reznick Group, P.C. has advised the
Company that it has reviewed this Current Report on Form 8-K and has no
basis on which to submit a letter addressed to the Securities and
Exchange Commission in response to Item 304 of Regulation S-K.
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 OF VIRGINIA
Date: January 28, 2008 By: /s/ Joseph Sciacca
Joseph Sciacca
Vice President, Finance & CFO