-----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, GlQYnwEvAmiSXv2ouuMWlSUBgwbX9bZO3YibuTulmza+uciWiK20MfxhomoC3guV BKu/NLfocrYUZBKqZjVQ6w== 0000720671-99-000013.txt : 19990817 0000720671-99-000013.hdr.sgml : 19990817 ACCESSION NUMBER: 0000720671-99-000013 CONFORMED SUBMISSION TYPE: NT 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 19990816 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: NT 10-Q SEC ACT: SEC FILE NUMBER: 001-08964 FILM NUMBER: 99692329 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 NT 10-Q 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 12b-25 Commission file Number 0-12712 1-8964 NOTIFICATION OF LATE FILLING (Check One) ( ) Form 10-K ( ) Form 11-K ( ) Form 20-F (X) Form 10-Q ( ) Form N-SAR For period Ended: June 30, 1999 ( )Transition Report on Form 10-K ( )Transition Report on Form 10-Q ( )Transition Report on Form 20-K ( )Transition Report on Form N-SAR ( )Transition Report on Form 11-K For the Transition Period Ended: NA Read attached instruction sheet before preparing from. Please print or type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: N/A PART I REGISTRANT INFORMATION Full name of registrant: Halifax Corporation Former name (if applicable): N/A Address of principal executive office (Street and number): 5250 Cherokee Avenue City, State and Zip Code: Alexandria, Virginia 22312 PART II RULE 12b-25 (b) and (c) If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check appropriate box.) (X) (a) The reasons described in a reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; ( ) (b) The subject annual report, semi-annual report, transition report on Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or before the 15th calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and ( ) (c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. PART III NARRATIVE State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q, N-SASR or the transition report portion thereof could not be filed within the prescribed time period thereof could not be filed within the prescribed time period. (Attached extra sheets if needed.) The quarterly report on Form 10-Q for the period ended June 30, 1999 cannot be filed within the prescribed time period because the Company's independent auditors, Ernst & Young LLP, have not completed their audit of the Company's consolidated financial statements for the year ended March 31, 1999 which such financial statements will provide the opening balance sheet for the quarterly reporting period ended June 30, 1999 and comparative data for the quarter ended June 30, 1998. In March 1999, the Company discovered that a large sum of money had been embezzled from a wholly owned subsidiary of the Company over a three-year period. The Company provided public disclosure that the embezzlement was likely to have a material effect on the Company's 1997, 1998 and 1999 operating results, potentially requiring a restatement of its consolidated financial statements for fiscal 1997, 1998 and the first three quarters of 1999, and had engaged Ernst & Young LLP to assist in the evaluation of the potential impact of this matter on the Company's previously reported and current consolidated financial statements. The embezzlement was concealed through a complex scheme of altering the books and records of the Company making the reconstruction process difficult. Because the impact of this matter on the Company's previously reported and current consolidated financial statements has not been fully determined, the audit of the Company's consolidated financial statements for the fiscal year ended March 31, 1999 has not been completed. As a result, the Company's annual report on Form 10-K for fiscal year 1999 has not yet been filed and the quarterly report dated June 30, 1999 cannot be filed within the prescribed timeframe. The Company previously filed Form 12b-25 (NT 10-K) on June 29, 1999 and July 14, 1999. PART IV OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification: John D. D'Amore, (703) 750-2202 (2) Have all other periodic reports required under Section 13 or 14(d) of the Securities Exchanged Act of 1934 or Section 39 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). ( ) Yes (X ) No Form 10K dated March 31, 1999 (3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earning statement to be included in the subject report or portion thereof? ( X ) Yes ( ) No If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. See Attachment Halifax Corporation___________________ (Name of Registrant as specified in charter) Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized: Date: 8/16/99 By: /s/ John D. D'Amore John D. D'Amore Vice President and Chief Financial Officer HALIFAX CORPORATION FILE NO. 0-12712 1-8964 FORM 12b-25 PART IV ATTACHMENT As stated in Part III hereof, prior to the commencement of the audit of the Company's consolidated financial statements for the year ended March 31, 1999, management of the Company advised Ernst & Young LLP that a significant embezzlement had been discovered within the Company and, as a result, certain transactions may have been inaccurately recorded on the books of the Company. The Company engaged Ernst & Young LLP to assist in the evaluation of the impact of this matter on certain of the Company's previously reported and 1999 consolidated financial statements. As of the date hereof, Ernst & Young LLP is in the process of assisting management in completing an evaluation and review of this matter. The Company anticipates that a significant change in the results of operations for its fiscal years ended March 31, 1997 and March 31, 1998 will be reflected in the corresponding statements of operations to be included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1999. Because the impact on the Company's previously reported consolidated financial statements has not yet been determined, the Company is unable to quantify those results at this time. -----END PRIVACY-ENHANCED MESSAGE-----