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): December 14, 2009

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)	(I.R.S. 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, former address, and former fiscal year, if changed since last report

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-2(b) 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))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 16, 2009, the Company announced that Joseph Sciacca, its Chief Financial Officer and Treasurer resigned, effective January 4, 2010, to pursue other opportunities.  In connection with his resignation, the Company entered into a consulting arrangement with Mr. Sciacca which provides that he will provide consulting services to the Company until September 30, 2010 for a monthly payment of $12,534 per month.

    Effective January 4, 2010, the Company hired Robert W. Drennen, age 42, as Chief Financial Officer and Treasurer of the Company.

Mr. Drennen was the Vice President of Finance and the Chief Financial Officer for Smooth Fitness, a fitness equipment E-retailer, from July 2008 to December 2009 where he assisted with the implementation of a pre-liquidation turnaround strategy of this company. From April 2007 to June 2008, he was employed by Unreal Marketing, an on-line marketing company, as Executive Vice President of Finance and Operations where he was involved in a restructuring strategy for this company. From September 2005 to April 2007, Mr. Drennen was the founder of and a principal in a financial consulting practice serving small businesses.  From January 2002 to September 2005, he was Vice President of Finance for Puricore plc, an international products distributor. Mr. Drennen's experience also includes over 5 years in the finance department of publicly traded companies and over 5 years with a regional CPA firm.

Mr. Drennen attended Loyola College and is a certified public accountant.

Item 9.01 Financial Statements and Exhibits

(d)          Exhibits.

10.1 Consulting Agreement between the Company and Joseph Sciacca dated as of December 14, 2009.

99.1 Press Release dated December 16, 2009.

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SIGNATURES

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: December 16, 2009	By:	/s/ Charles L. McNew
		Charles L. McNew
		President & Chief Executive Officer

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EX-10.1

Exhibit 10.1

CONSULTING AGREEMENT

This Agreement shall be effective this 1st day of January 2010 by and between Halifax Corporation of Virginia, a Virginia corporation (hereinafter referred to as Halifax) and Joseph Sciacca, an individual business consultant (hereinafter referred to as Consultant).

WHEREAS, Halifax is engaged in the business of providing goods and services to a broad range of customers related to enterprise logistic services, high availability services, and other services and wishes to obtain outside counsel and advice with regard to said operations; and

WHEREAS, Consultant is uniquely qualified to provide such advice and counsel;

NOW, THEREFORE, in consideration of the mutual premises and covenants contained herein, it is agreed as follows:

1)  Purpose: To provide Halifax with access to Consultant's extensive business and corporate experience and special expertise unique to the operations of the Company.

2)  Term of Agreement: This Agreement shall be for a term of nine (9) months commencing January 1, 2010, and ending on September 30, 2010. The term may be extended by mutual agreement.

3) Consultant's Duties: To the extent mutually agreed to by Consultant and Halifax, Consultant will furnish counsel and advice as specifically requested by the President or senior management of Halifax related to corporate activities, financial reporting, taxation and business strategy and other general corporate matters. Consultant will furnish Halifax with contact reports and verbal briefings on all services performed.

4) Consultant's Services: It is contemplated that only part of Consultant's time, during the term of the contract, will be occupied by providing advice and counsel under this contract. However, all Consultant's work in connection with this Agreement shall be done exclusively on behalf of Halifax. Consultant shall not do anything which in any way competes with Halifax.

5) Compensation: Consultant shall receive base compensation at a rate of $12,534 per month, payable monthly on the last day of each month.

6)  Expenses: Consultant shall be reimbursed for the reasonable and necessary cost of meals; lodging and incidentals in accordance with the policies of Halifax. Consultant shall obtain prior approval whenever possible for such expenses and except in extraordinary cases, such expenses shall be incurred prior to reimbursement.

7) Facility Support: Halifax may provide office space at a Halifax location specified by the President & CEO building for use by Consultant as needed and when available.

8) Relationship of Parties: Consultant is and shall in all events be an independent contractor and nothing in this agreement shall be construed as constituting an agency, partnership, legal representative or employer/employee relationship with Halifax for any purpose. Consultant does not have authority to bind Halifax and Consultant shall not hold himself out as an employee of Halifax.

9) Disclosure of Information: Consultant recognizes and acknowledges that he will regard as strictly confidential the information and knowledge which he may acquire from Halifax, its employees, or other consultants, its method of conducting its business affairs, inventions, designs, methods, systems, trade secrets and other private matter, and all such other information which the Consultant may acquire in Halifax's plant or premises or which may be disclosed by Halifax to the Consultant. Consultant agrees that he shall not disclose any such information or knowledge to any person, firm, corporation or other entity for any reason or purpose whatsoever except to Halifax's personnel or with Halifax's written permission. Consultant further agrees that he will not, during or subsequent to this contract, make any use of the aforesaid knowledge and information for his personal benefit.

10) Ownership of Documents: Consultant agrees that any and all documents, reports and other data produced under this contract shall become and shall remain the property of Halifax.

11) Limitation of Liability: The consultant shall save and hold harmless and indemnify Halifax Corporation against any and all kind of claims, liabilities, and costs of whatsoever kind and nature for injury to or death of any person or persons and for loss or damage to any property (Halifax or otherwise) occurring in connection with or in any incident to or arising out of occupancy, use, service, operations or performance of work under the terms of this Agreement; resulting in whole, or in part from the negligent acts or omissions of Consultant or any employee, agent or representative of the Consultant.

12) Covenant of Non-Competition: Consultant acknowledges that in his capacity as Vice President- Finance and CFO of Halifax, he has had a great deal of exposure and access to a broad variety of commercially valuable proprietary information which is vital to the success of the business of Halifax and its subsidiaries, including by way of illustration, past, current, and future business practices, strategies, plans, and other confidential information. Of the above information and in consideration of the compensation to be paid by Halifax to him under this Agreement, Consultant hereby acknowledges and agrees that he will keep such information confidential.

13) This agreement replaces and supersedes the Severance Agreement dated M ay 13, 2009 between the Company and Joseph Sciacca.

14) Miscellaneous: This Agreement may be modified only in writing signed by both parties. This Agreement constitutes the entire Agreement between the parties relating to the subject matter contained herein, but this Agreement shall be collateral to any contract not concerned with the subject matter contained herein. Any waiver of a right under or breach of a provision of this Agreement shall not be a waiver of any other rights or subsequent breach of the same or other provisions of this Agreement. This Agreement shall be interpreted under the laws of the Commonwealth of Virginia.

15)  Notices: Any notice required or permitted to be given under this contract shall be sufficient if in writing, or email to Consultant at Sciacca_joe@yahoo.com or mail at:

Joseph Sciacca

7224 Beechwood Road

Alexandria, VA 22307

or in the case of Halifax, via email to CMcnew@hxcorp.com or by mail to its headquarters:

Halifax Corporation

5250 Cherokee Avenue

Alexandria, VA 22312

Attention: Charles L. McNew, President & CEO

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

By:	/s/ Joseph Sciacca
	Joseph Sciacca
Title:	Consultant
Date:	December 14, 2009
By:	/s/ Charles L. McNew
	Charles L. McNew
	Halifax Corporation
Title:	President & CEO
Date:	December 14, 2009

EX-99.1

Exhibit 99.1

HALIFAX CORPORATION ANNOUNCES HIRING OF NEW CFO

ALEXANDRIA, VA – December 16, 2009 – Halifax Corporation of Virginia (HALX.PK   OTC) today announced that Rob Drennen has been hired to fulfill the role of CFO for the Company effective January 4, 2010. Mr. Drennen was previously employed as a consultant to the Company.  Mr Drennen will replace the Company’s current CFO ,Joseph Sciacca, who resigned to pursue other opportunities.

Charles McNew, President and Chief Executive Officer, stated, “We are pleased to welcome Rob Drennen to our management team.  Rob is a technology industry veteran with over 20 years of progressively expanding financial management experience with technology firms primarily at the CFO level. Rob is familiar with the Company’s operations having previously served as a consultant to the Company.  Mr. Drennen is also a CPA.”

Mr. McNew also stated that, “Mr. Sciacca has been instrumental in stewarding our Company through some difficult challenges and his efforts have clearly helped position the Company for the growth opportunities that are presently on the horizon. We wish Joe the absolute best in his future endeavors.”

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.

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 described in the Risk Factors section in the Company's Annual Report on Form 10-K 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.