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): September 21, 2004
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
Former name, former address, and former fiscal year, if changed since
last report: N/A
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-29b) 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 document 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 circumstances
over many of which we have little or no control. Forward-looking
statements may be identified by words including "anticipate,"
"believe," "estimate," "expect" and similar expressions. Halifax
Corporation ("Halifax" or the "Company") cautions 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 the
Company's revenues, risks involved in contracting with its customers,
government contracting risks, absence of dividends, potential conflicts
of interest, difficulties in attracting, and retaining management,
professional and administrative staff, fluctuation in quarterly
results, risks related to acquisitions and risks related to the
Company's acquisition strategy, continued favorable banking
relationships, the availability of capital to finance operations and
planned growth, ramifications of the embezzlement matter, risks related
to competition and the Company's ability to continue to perform
efficiently on contracts, and other risks and factors identified from
time to time in the Company's 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 1.01 Entry Into a Material Definitive Agreement.
On September 21, 2004, the Company entered into a Maintenance
Service Contract (the "Contract") with a global service provider to
provide computer maintenance and support services to a consumer
products retailer chain with over 5,000 locations nationwide. The
Contract which is a fixed price service contract, requires that the
Company provide 7x24 computer support services. The Company has
several other contracts with the global service provider pursuant to
which the Company acts as subcontractor for this provider. The initial
term of the contract expires in December 2005 and has an estimated
value of $6.7 million. The Contract is subject to extension by the
global service provider to December 2008.
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
99.1 Press Release dated September 21, 2004
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: September 24, 2004 By: /s/Joseph Sciacca
Joseph Sciacca
Vice President, Finance & CFO
EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release dated September 21, 2004