-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TA2aq2WXEfnrQweRGyiYiAg04LrKdslQaDQKtsdnXabkRj/79jgr6moYAUTd7J2m n783JMEzW+cJaLiNP8MhvA== 0000720671-03-000052.txt : 20030725 0000720671-03-000052.hdr.sgml : 20030725 20030725171136 ACCESSION NUMBER: 0000720671-03-000052 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030725 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030725 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HALIFAX CORP CENTRAL INDEX KEY: 0000720671 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 540829246 STATE OF INCORPORATION: VA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08964 FILM NUMBER: 03804174 BUSINESS ADDRESS: STREET 1: 5250 CHEROKEE AVE CITY: ALEXANDRIA STATE: VA ZIP: 22312 BUSINESS PHONE: 7037502202 MAIL ADDRESS: STREET 1: 5250 CHEROKEE AVENUE CITY: ALEXANDRIA STATE: VA ZIP: 22312 FORMER COMPANY: FORMER CONFORMED NAME: HALIFAX ENGINEERING INC/VA DATE OF NAME CHANGE: 19911204 8-K/A 1 jul8keg.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2003 HALIFAX CORPORATION (Exact name of registrant as specified in its charter)
Virginia 01-08964 54-0829246 (State or other (Commission File (I.R.S. Employer jurisdiction Number) Identification of incorporation) No.)
5250 Cherokee Avenue, Alexandria, VA 22312 (Address of principal executive offices/Zip Code) Registrant's telephone number, including area code: (703) 750-2202 Former name or former address, if changed since last report: N/A Forward-Looking Statements Some of the information in this report on Form 8-K or the documents incorporated by reference in this report on Form 8-K may contain forward-looking statements. You can identify these statements by words or phrases such as "will likely result," "may," "are expected to," "will continue to," "is anticipated," "estimate," "projected," "intends to" or other similar words. These forward-looking statements regarding our business and prospects are based upon numerous assumptions about future conditions, which may ultimately prove to be inaccurate. Actual events and results may materially differ from anticipated results described in those statements. Forward-looking statements involve risks and uncertainties described under "Business" in the Halifax Corporation Form 10-K as well as other portions of this report on Form 8-K, which could cause our actual results to differ materially from historical earnings and those presently anticipated. When considering forward-looking statements, you should keep those risk factors in mind as well as the other cautionary statements in this report on Form 8-K. You should not place undue reliance on any forward- looking statement. Item 5. Other Events. On July 25, 2003, the Company issued the attached press release announcing (i) the execution of a non-binding letter of intent to acquire a non-public company that serves the enterprise maintenance solutions marketplace; and (ii) its completed private placement of $1.2 million of common stock to certain members of the board and management and others. Item 7. 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: Exhibit Number Description 99.1 Press Release dated July 25, 2003 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: July 25, 2003 By: /s/ Joseph Sciacca Name: Joseph Sciacca Title: Chief Financial Officer EXHIBIT INDEX Exhibit Number Description 99.1 Press Release, dated July 25, 2003
EX-99.1 2 ex991eg.txt PRESS RELEASE DATED JULY 25, 2003 EXHIBIT 99.1 HALIFAX ANNOUNCES PLANS TO ACQUIRE ENTERPRISE MAINTENANCE FIRM; COMPANY RAISES $1.2 MILLION FROM PRIVATE PLACEMENT Acquisition Expected to Strengthen Enterprise Maintenance Base and to be Accretive Within the First Year ALEXANDRIA, VA - July 25, 2003 - Halifax Corporation (AMEX:HX) today announced that it has signed a non-binding letter of intent to acquire all the outstanding common stock of a privately held company that serves the Enterprise Maintenance Solutions marketplace. Based on yesterday's closing price of Halifax stock, the market value of the proposed transaction is approximately $2.9 million, subject to certain possible adjustments. Under the letter of intent, Halifax would issue to the selling shareholders approximately 500,000 shares of its outstanding common stock, make a cash payment of $400,000, and issue notes in the principal amount of $550,000, with an 18-month term, accruing interest at the rate of 5% per annum. The sellers will have the ability to receive an additional $250,000 subject to certain earn- out provisions tied to the achievement of revenue growth targets. The acquisition is expected to be accretive to earnings, and the transaction, which is subject to satisfaction of various conditions and approvals, is anticipated to close on or before August 29, 2003. According to Charles McNew, president and chief executive officer, "Not only do we expect this acquisition be accretive in the first year, but it should also increase our second-half revenues by 15 to 20 percent. In concert with our strategy of extending our leadership position in enterprise maintenance solutions, the acquisition will significantly expand our geographic base, strengthen our service delivery capabilities, and add additional prestigious customers to our roster. This will also enhance our ability to grow our partnership arrangements with the global service provider community." The Company also announced today that it has completed a private placement in the amount of $1.2 million. Halifax issued approximately 292,000 shares of common stock at current market prices to four members of the executive management team, including McNew, as well as certain directors and one existing shareholder of the Company. The private placement will include warrants to purchase approximately 58,000 shares of common stock, at an exercise price set at 20% above current market prices. Founded in 1967, Halifax Corporation is an enterprise maintenance solutions company providing a wide range of technology services to commercial and government customers throughout the United States. The Company's principal products are high availability hardware maintenance services, technology deployment and integration services, and secure network program services. More information on Halifax can be found at www.hxcorp.com. Certain statements made by the Company which are not historical facts may be considered forward-looking statements, including, without limitation, statements as to trends, management's beliefs, views, expectations and opinions, which are based upon a number of assumptions concerning future conditions that ultimately may prove to be inaccurate. Such forward-looking statements are subject to risks and uncertainties and may be affected by various factors that may cause actual results to differ materially from those in the forward-looking statements. For further information that could affect the Company's financial statements, please refer to the Company's reports filed with the Securities and Exchange Commission.
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