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): July 28, 2004
HALIFAX CORPORATION
(Exact name of registrant as specified in its charter)
Virginia 1-08964 54-0829246
(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 or former address, 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, 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 4. Changes in Registrant's Certifying Accountant.
On July 28, 2004, the Audit Committee of Halifax Corporation
(the "Company") engaged Grant Thornton LLP ("Grant Thornton") as the
Company's independent auditor to audit the Company's consolidated
financial statements for the fiscal year ending March 31, 2005.
Deloitte & Touche LLP ("Deloitte") who had been engaged by the
Company as the independent accountants to audit the Company's
consolidated financial statements was dismissed effective July 28,
2004.
The decision to change the Company's independent accountants
from Deloitte to Grant Thornton was approved by the Audit Committee
of the Board of Directors.
The reports of Deloitte, on the financial statements of the
Company during the two-year period ended March 31, 2004, did not
contain an adverse opinion, or a disclaimer of opinion, and were not
qualified or modified as to uncertainty, audit scope, or accounting
principles, except for the Company changing its accounting for
goodwill and other intangible assets during fiscal 2003 as a result
of adopting statement of Financial Accounting Standards No. 142,
"Goodwill and Other Intangible Assets." During the two-year period
ended March 31, 2004, and interim period from April 1, 2004 through
July 28, 2004, the Company did not have any disagreements with
Deloitte on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure,
which disagreements, if not resolved to the satisfaction of
Deloitte, would have caused it to make a reference to the subject
matter of the disagreements in connection with its reports.
In connection with the filing of this Form 8-K, Deloitte was
provided with a copy of this disclosure and was requested by the
Company to furnish to the Company a letter addressed to the SEC
stating whether Deloitte agrees with the above statements. A copy
of Deloitte's letter to the SEC is attached hereto as Exhibit 16.2 to
this Form 8-K.
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:
S-K Exhibit
Number Description
16.2 Letter regarding change in certifying accountant.
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 28, 2004 By:/s/Joseph Sciacca
Joseph Sciacca
Vice President, Finance &
Chief Financial Officer:
EXHIBIT INDEX
S-K Exhibit
Number Description
16.2 Letter regarding change in certifying accountant.