-----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, L4GNSMJw6adqTrVVTKfc1Ohy8pBvwIupGfQOznSaeSy7YekUf9Sj/rbdNOvSZSYy u/UBksl/XARdEpfpzpFYRQ== 0000720671-03-000062.txt : 20030902 0000720671-03-000062.hdr.sgml : 20030901 20030902115912 ACCESSION NUMBER: 0000720671-03-000062 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030902 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030902 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 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08964 FILM NUMBER: 03875611 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 1 f8ksepe1.txt 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 2, 2003 HALIFAX CORPORATION (Exact name of registrant as specified in its charter) 1-08964 54-0829246 Virginia (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) 750-2202 Former name, former address, and former fiscal year, if changed since last report: N/A Forward 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 referenced herein, 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 5. Other Events and Regulation FD Disclosure On September 2, 2003, Halifax issued the attached press release announcing that on August 29, 2003 it had acquired all of the outstanding Common Stock of Microserv, Inc., a Washington corporation ("Microserv"), for consideration comprised of (i) 442,078 shares of its common stock, (ii) $360,000 in cash, (iii) notes in an aggregate original principal amount of $493,934, and (iv) through an earn-out, the right to receive an additional $250,000 in cash or a combination of cash and Halifax common stock based upon certain of Microserv's accounts achieving an agreed upon financial target over the 12 month period commencing the day after Closing. Microserv has been providing hardware support service solutions throughout the U.S. Microserv supports OEMs, VARs and other service provides since 1985. Microserv's customized solutions include round the clock support, depot repair, service parts logistics, and systems integration. Its extensive service options give each customer the opportunity to contract only for the level of support necessary for their environment. Microserv believes this support has helped its clients and partners focus on their own core competencies, and to maximize customer return on investment. Item 7. Financial Statements and Exhibits (a) Financial Statements of business acquired. None (b) Proforma Financial Information. None (c) Exhibits. The following exhibits are filed herewith: S-K Item Number Description 991 Press Release dated September 2, 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: September 2, 2003 By: /s/Joseph Sciacca Joseph Sciacca Vice President, Finance & CFO EXHIBIT INDEX Exhibit No. Description 99.1 Press Release dated September 2, 2003 EX-99.1 3 exs991eg.txt PRESS RELEASE DATED SEPTEMBER 2, 2003 ALEXANDRIA, VA - September 2, 2003 - Halifax Corporation (AMEX:HX) today announced that on August 29, 2003, it completed its acquisition of Microserv, Inc., a hardware maintenance solutions company, located in suburban Seattle, Washington. Founded in 1985 and privately held, Microserv provides high-availability hardware maintenance services to a nationwide customer base. Halifax acquired the outstanding stock of Microserv for a total value of approximately $3.0 million, excluding earn-out arrangements. According to Charles McNew, president and CEO, "We are pleased to welcome Microserv to the Halifax family as we complete this important step in the evolution of our services platform. As previously discussed, we expect this acquisition to be accretive to earnings in the first year while increasing our second-half revenues by 15 to 20 percent. Furthermore, we have expanded our geographic base and strengthened our service delivery capability. Microserv also adds a number of prestigious customers to our roster, and enhances our ability to grow our partnership arrangements with the global service provider community. It should also be noted that Fairmount Partners, our financial advisor, was instrumental in helping us to successfully complete this transaction." He added, "We will continue to aggressively pursue our strategy of extending our leadership position in the enterprise maintenance solutions marketplace with the ultimate long-term goal of meaningful shareholder value enhancement." The Microserv shareholders, in exchange for all of the outstanding shares of common stock of Microserv, received consideration, subject to certain possible post-closing adjustments, consisting of 442,078 shares of Halifax common stock; a note in the principal amount of $493,394 with an 18-month term, accruing interest at the rate of 5% per annum; cash in the amount of $360,000; and through an earn-out, the right to receive an additional $250,000 payable in cash, or a combination of cash and Halifax common stock. The consideration is subject to certain reductions if the working capital and net assets on the closing date are less than certain levels at March 31, 2003. Microserv shareholders received certain demand and piggyback registration rights and will be subject to a 12-month prohibition on any transfers of common stock acquired in the merger. In addition, the Microserv shareholders are required to provide the Company with a right of first offer to purchase certain shares of Halifax common stock acquired in the merger. To the extent Microserv shareholders continue to hold greater than 50% of the aggregate number of shares of common stock issued in the merger, Microserv shareholders have the right to nominate one member to Halifax's board of directors. 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. -----END PRIVACY-ENHANCED MESSAGE-----