8-K

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): March 4, 2010

HALIFAX CORPORATION OF VIRGINIA
(Exact name of registrant as specified in its charter)

Virginia	1-08964	54-0829246
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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 or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01 Completion of Acquisition or Disposition of Assets.

On March 4, 2010, Halifax Corporation of Virginia (the “Company”) completed its merger with Global Iron Acquisition LLC, a Delaware limited liability company and a subsidiary of Global Iron Holdings, LLC (the “Merger”). In connection with the Merger, Halifax merged into Global Iron Acquisition LLC (“Merger Sub”) with the Merger Sub being the surviving entity. The Merger was conducted in accordance with the Agreement and Plan of Merger, dated January 6, 2010 by and among Global Iron Holdings, LLC, a Delaware limited liability company (“Parent”), Merger Sub, a Delaware limited liability company and wholly owned subsidiary of Parent and Halifax, a Virginia corporation. Pursuant to the terms of the Merger Agreement, shareholders of Halifax will receive $1.20 per share in cash for each outstanding share of Halifax common stock owned as of the date hereof.

A copy of the press release issued by the parties announcing the completion of the Merger is attached hereto as Exhibit 99.1.

Item 3.03 Material Modification to Rights of Security Holders.

In connection with the consummation of the Merger, each outstanding share of common stock of the Company, par value $0.24 per share, issued and outstanding immediately prior to the effective time of the Merger, was cancelled, and each such share, other than any shares owned by Parent or Merger Sub, or held by the Company as treasury stock, was converted into the right to receive $1.20 in cash, without interest.

Item 5.01 Changes in Control of Registrant.

The information set forth in Items 2.01 and 3.03 to this Current Report on Form 8-K is incorporated herein by reference. As a result of the Merger, the Company was acquired by a subsidiary of Parent, an affiliate of Global Equity Capital, LLC, a private equity firm located in Bolder, Colorado.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

In connection with the consummation of the Merger and in accordance with the Merger Agreement, managers of the Merger Sub became the managers of the surviving company as of the effective time of the Merger.

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, continued favorable banking relationships, the availability of capital to finance operations and ability to make payments on outstanding indebtedness, weakened economic conditions, 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 9.01  Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired

None.

(b) Pro-forma Financial Information

None.

(c) Exhibits

99.1  Press Release dated March 4, 2010

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: March 5, 2010	By:	/s/ Robert Drennen
		Robert Drennen
		Vice President, Finance & CFO

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated March 4, 2010

EX-99.1

EXHIBIT 99.1

For investor relations information, contact:

For Halifax Corporation of Virginia

Rob Drennen
rdrennen@hxcorp.com
(717) 506-4700 x2228

For Global Equity Capital, LLC
Thomas A. Waldman
communications@globalequitycap.com
(858) 764-2536

HALIFAX CORPORATION OF VIRGINIA
ACQUISITION BY GLOBAL IRON HOLDINGS COMPLETED

ALEXANDRIA, VA –MARCH 4, 2010 – Halifax Corporation of Virginia (HALX.PK — OTC) today announced that its acquisition by Global Iron Holdings, LLC, an affiliate of Global Equity Capital, LLC, was completed. The transaction involved the merger of Halifax with a subsidiary of Global Iron. As result of the transaction, which was approved by the shareholders holding more than 2/3 of the common stock at an annual meeting on March 2, 2010 the shareholders of Halifax are receiving approximately $3.8 million in the aggregate in cash or, $1.20 per share of common stock.

Charles McNew, President and CEO, stated, “We are pleased to announce the completion of our acquisition by Global and our ability to provide a liquidity event for our shareholders. We look forward to being part of a larger, better-financed organization. Global Equity Capital portfolio companies have a highly regarded presence in the service marketplace and will provide excellent positioning for continuity of our outstanding customer service and a good home for our loyal base of employees.”

“With our portfolio companies National Support Services and Halifax being leaders in the IT services, support and enterprise logistics markets, we believe the combination of the two will be a powerful force in the marketplace,” according to Mike Adkins, Senior Vice President of Operations of Global Equity Capital, LLC or GEC. “This transaction will enable both to expand their service offerings benefiting existing and new customers. Lastly, the Halifax acquisition is further validation of GEC’s strategy to expand its portfolio in the high value IT services space,” he added.

Halifax has requested that its stock cease trading on the over the counter market. Halifax expects that it will file a Form 15 with the SEC following the merger, which will result in the voluntary deregistration of Halifax common stock and immediate suspension of Halifax’s obligation to file periodic reports under the Securities Exchange Act of 1934, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q or Current Reports on Form 8-K. The deregistration itself is expected to be made effective by the SEC within 90 days of the filing of the Form 15.

Halifax shareholders of record as of the effective time of the merger will be contacted by our transfer agent with instructions on how to convert their shares to merger consideration. It is expected that shares held in book entry form with brokers and banks will be automatically converted, with no further action required, but no assurances can be made in that regard.

About Halifax Corporation of Virginia

Founded in 1967, Halifax Corporation of Virginia is an enterprise logistics and 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 enterprise logistics solutions and high availability hardware maintenance services. More information on Halifax can be found at www.hxcorp.com.

About Global Iron Holdings, LLC

With the support of private equity investor, Global Equity Capital, LLC, Global Iron Holdings, LLC was formed to acquire Halifax and complementary IT services businesses. Global Equity Capital, headquartered in Boulder, Colorado, is led by an experienced team, which has demonstrated over time a reliable track record of creating substantial value in its portfolio companies for shareholders and management. For more information visit www.globalequitycap.com.

About National Support Services

In business since 1970, National Support Services (North America), LLC provides superior IT hardware and software maintenance to medium and large scale computing environments. NSS services include technology project management, desk side software support, warranty service, technology refresh and break/fix support to customers in more than 35 states nationwide. More information about NSS is available at www.nss-na.com. NSS is a portfolio company of Global Equity Capital, LLC.

Cautionary Statement on Risks Associated with Halifax Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. The words “believe,” “expect,” “target,” “goal,” “project,” “anticipate,” “predict,” “intend,” “plan,” “estimate,” “may,” “will,” “should,” “could” and similar expressions and their negatives are intended to identify such statements. Forward-looking statements are not guarantees of future performance, anticipated trends or growth in businesses, or other characterizations of future events or circumstances and are to be interpreted only as of the date on which they are made. Halifax undertakes no obligation to update or revise any forward-looking statement. You should not place undue reliance on these forward-looking statements. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by Halifax described in documents filed with the SEC from time to time. Halifax’s SEC filings can be accessed through the Investor Relations section of our website, www.hxcorp.com, or through the SEC’s EDGAR Database at www.sec.gov.