(POMPAN, MURRAY, RUFFNER & WERFEL, P.L.C. LETTERHEAD)
December 11, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D. C. 20549
Re: Filing of Registration Statement on
Form S-8 of Halifax Corporation
Ladies and Gentlemen:
On behalf of Halifax Corporation, a Virginia corporation (the "Company"),
we file herewith, in accordance with Regulation S-T, a Registration Statement
on Form S-8, relating to the registration of 280,000 shares of the Company's
Common Stock, par value $0.24 per share (the "Registered Shares"). The
Registered Shares may be held in the future under certain circumstances, by
certain stockholders of the Company pursuant to the Company's 1994 Key
Employee Stock Option Plan and Non-Employee Directors Stock Option Plan.
Payment of the registration fee in the amount of $832.49, calculated as
described on the facing page of the Registration Statement, was remitted on
Thursday, December 11, 1997 via wire transfer to the U.S. Treasury designated
lockbox depository at Mellon Bank, Pittsburgh, pursuant to 17 CFR 202.3a.
Please contact the undersigned at (703) 548-2113 with any questions you
may have concerning this filing.
Very truly yours,
POMPAN, MURRAY, RUFFNER & WERFEL
s/Ernest L. Ruffner
Ernest L. Ruffner
ELR/psb
<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON , 1997
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HALIFAX CORPORATION
(Exact name of registrant as specified in its charter)
Virginia 95-2131929
(State or other jurisdiction of (I.R.S. Employer
or incorporation or organization) Identification Number)
5250 Cherokee Avenue, Alexandria, Virginia 22312
(Address of Principal Executive Offices) (Zip Code)
1994 Key Employee Stock Option Plan and Non-Employee Directors Stock Option Plan
(Full title of the Plan)
Howard C. Mills, President
and Chief Executive Officer
Halifax Corporation
5250 Cherokee Avenue, Alexandria, Virginia 22312
Copy to: Ernest L. Ruffner, Esq.
209 North Patrick Street
Alexandria, Virginia 22314
(Name and Address of Agent for Service)
(703) 750-2202
(Telephone Number, including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering aggregate registration
registered registered price per offering fee
unit (1) price (1)
Common Stock 280,000 $9.8125 $2,747,500 $832.49
Par Value shares
$.24
(1) Determined solely for the purpose of computing the registration fee
pursuant to Rule 457 based on the average of the high and low prices of the
Registrant's common stock reported in the American Stock Exchange consolidated
reporting system on December 8, 1997.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
This Registration Statement relates to up to 280,000 shares of common
stock, par value $.24 per share, of Halifax Corporation (the "Company")
issuable upon exercise of options granted pursuant to the Company's 1994 Key
Employee Stock Option Plan and Non-Employee Directors Stock Option Plan
(the "Plans"). Documents containing the information specified in Form S-8
promulgated by the Securities and Exchange Commission will be delivered to
employees and directors pursuant to Rule 428 (b) (1).
Item 2. Registrant Information and Employee Annual Plan Information.
See response to Item 1 above.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed with the Securities and
Exchange Commission are hereby incorporated by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1997; Quarterly Reports on Form 10-Q for the quarters ended June 30,
1997 and September 30, 1997; and Current Report Form 8-K Amendment 2 dated
April 1, 1996 and filed April 29, 1997.
2. The description of the Company's common stock contained in the
Company's registration statement for the common stock on Form S-18 dated
June 29, 1983 filed with the Commission under the Securities Exchange Act of
1934, including any amendment or report filed for the purpose of updating the
description, and
3. All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 after the filing of the
Annual Report on Form 10-K for the fiscal year ended March 31, 1997 and prior
to the filing of a post-effective amendment which indicates that all securities
offered hereunder have been sold or which deregisters all securities then
remaining unsold.
Item 4. Description of Securities.
Not applicable. <PAGE>
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of common stock offered hereby has been passed
upon for the Company by Pompan, Murray, Ruffner & Werfel. Ernest L. Ruffner,
Esq., a principal of Pompan, Murray, Ruffner & Werfel, is a Director and
Secretary of the Company.
Item 6. Indemnification of Directors and Officers.
Article 10 of the Virginia Stock Corporation Act ("VSCA") provides for
indemnification of officers and directors of the Company under certain
circumstances. A Virginia corporation may indemnify an individual made a
party to a proceeding because he is or was a director or officer against
liability incurred in the proceeding if he (i) conducted himself in good
faith, (ii) believed that his conduct (a) was in the best interest of the
corporation, in thecase of conduct in his official capacity with the
corporation or (b) was at least not opposed to the best interest of the
corporation, in the case of all other conduct and (iii) in the case of any
criminal proceeding, had no reasonable cause to believe his conduct was
unlawful. Notwithstanding the foregoing, a Virginia corporation may not
indemnify a director or officer if (i) in connection with a proceeding by or
in the right of the corporation, he was adjudged liable to the corporation
or (ii) in connection with any other proceeding charging improper personal
benefit to him (whether or not involving action in his official capacity), he
was adjudged liable on the basis that personal benefit was improperly
received by him.
The By-Laws of the Company (the "By-Laws") limit the liability of an
officer or director of the Company arising out of a single transaction,
occurrence or course of conduct to $100.00 in every instance permitted by
the VSCA. The By-Laws provide that the Company shall indemnify any
individual who is, was or is threatened to be made a party to a proceeding
(including a proceeding by or inthe right of the Company) because he is or
was a director or officer of the Company or is or was serving the Company
or any other legal entity in any capacity at the request of the Company
while a director or officer of the Company, against all liabilities and
reasonable expenses incurred in such proceeding, unless incurred because of
his willful misconduct or knowing violation of criminal law.
As authorized by the By-Laws, the Company has purchased and maintained
insurance (within limits and subject to certain exclusions) against
liabilities it may have under the indemnification provisions of the By-Laws
or to protect any officer, director or other person eligible for i
ndemnification against liabilities incurred in connection with their service
to the Company.
The foregoing represents a summary of the general effect of the VSCA,
the By-Laws and the Company's directors and officers liability insurance
coverage for purposes of general description only.
Item 7. Exemption from Registration Claimed.
Not applicable.
<PAGE>
Item 8. Exhibits.
Exhibit Number Description
4.1 Articles of Incorporation (incorporated by reference to Exhibit 3.1 to
the Company's Annual Report on Form 10-K for the year ended March 31, 1995).
4.2 Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the
Company's Annual Report on Form 10-K for the year ended March 31, 1995).
5 Opinion of Pompan, Murray, Ruffner & Werfel
23.1 Consent of Ernst & Young LLP
23.2 Consent of Pompan, Murray, Ruffner & Werfel (included as a part of
Exhibit 5).
24 Powers of Attorney (included as a part of signature pages).
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment, and each filing
of the Company's annual report pursuant to Section 13(a) or Section 15(d)
that is incorporated by reference in the registration statement, shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof;
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering;
(4) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the provisions of the Bylaws
of the Company and the provisions of Virginia law described under Item 6
above, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act, and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the payment
by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Company will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Alexandria, State of Virginia, on
December 10, 1997.
HALIFAX CORPORATION
By: s/Howard C. Mills
Howard C. Mills
President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Howard C. Mills his attorney-in-fact, with full
power of substitution, for him and in his name, place and stead, in any and
all capacities, to sign any amendments, including post-effective amendments,
to this registration statement, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorney-in-fact,
or his substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the dates
indicated:
Signature Title Date
s/Howard C. Mills President and Chief December 8, 1997
Howard C. Mills Executive Officer
(Principal Executive Officer)
and Director
s/John D. D'Amore Vice President, Treasurer and December 8, 1997
John D. D'Amore Controller (Principal Accounting
and Financial Officer)
s/Arch C. Scurlock * Director December 8, 1997
Arch C. Scurlock
s/John H. Grover * Director December 8, 1997
John H. Grover
s/Ernest L. Ruffner Director December 8, 1997
Ernest L. Ruffner
Director
Clifford M. Hardin
Director
Alvin E. Nashman
Director
John M. Toups
*By: s/Ernest L. Ruffner
Ernest L. Ruffner
as Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Paper (P) or
Exhibit Description of Exhibit Electronic (E)
4.1 Articles of Incorporation, as amended.(In- --
corporated by reference to Exhibit 3.1 of
the Company's Annual Report on Form 10-K
for the year ended March 31, 1995.)
4.2 By-Laws, as amended. (Incorporated by --
reference to Exhibit 3.2 of the Company's
Annual Report on Form 10-K for the year
ended March 31, 1995.)
5 Opinion of legal counsel regarding legality E
of securities being registered.
23.1 Consent of Ernst & Young LLP,
Independent Auditors E
23.2 Consent of Ernest L. Ruffner, Esq. - See --
Exhibit (5).
24 Powers of Attorney. E
<PAGE>
Exhibit 5
(POMPAN, MURRAY, RUFFNER & WERFEL, P.L.C. LETTERHEAD)
December 10, 1997
Halifax Corporation
5250 Cherokee Avenue
Alexandria, Virginia 22312
Re: Halifax Corporation Registration
Statement on Form S-8
Ladies and Gentlemen:
I am General Counsel and Secretary of Halifax Corporation, a Virginia
corporation (the "Company"). This opinion is being furnished in accordance
with the requirements of Item 601(b) (5) of Regulation S-K under the
Securities Act of 1933, as amended (the "Act") in connection with the
registration on Form S-8 by the Company of 280,000 shares (the "Offered
Shares") of the Company's common stock, par value $0.24 per share (the "Common
Stock"). The Offered Shares are to be issued, subject to certain conditions,
pursuant to the Plans (as defined below) to the Plan participants. The Plans
are not subject to the requirements of ERISA.
In connection with this opinion, I have examined originals or copies,
certified or otherwise identified to my satisfaction, of (i) the Registration
Statement on Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission (the "Commission") on or about December 10,
1997 under the Act; (ii) a specimen certificate representing the Common Stock;
(iii) the Articles of Incorporation of the Company, as presently in effect;
(iv) the By-Laws of the Company, as presently in effect; (v) certain
resolutions of the Board of Directors of the Company relating to the issuance
of the Offered Shares and related matters and (vi) the Company's 1994 Key
Employee Stock Option Plan and Non-Employee Directors Stock Option Plan. I
have also examined originals or copies, certified or otherwise identified to
my satisfaction, of such records of the Company and such other documents,
certificates and records as I have deemed necessary or appropriate as a basis
for the opinions set forth herein.
I am admitted to the bar in the Commonwealth of Virginia, and I do not
express any opinion as to the laws of any other jurisdiction.
Based upon and subject to the foregoing, I am of the opinion that when
(i) the Registration Statement becomes effective, (ii) certificates
representing the Offered Shares in the form of the specimen certificate
examined by me are duly executed, countersigned, registered and delivered to
the Plan beneficiaries in accordance with the Plan and (iii) the Offered
Shares
<PAGE>
Halifax Corporation
December 10, 1997
Page 2
are sold pursuant to the Registration Statement, the Offered Shares will be
validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion with the Commission as
Exhibit 5 to the Registration Statement.
Very truly yours,
POMPAN, MURRAY, RUFFNER & WERFEL
s/Ernest L. Ruffner
Ernest L. Ruffner
ELR/psb
<PAGE>
Exhibit 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in Halifax Corporation's
Registration Statement (Form S-8) pertaining to the Halifax Corporation 1994
Key Employee Stock Option Plan and Non-Employee Directors Stock Option Plan of
our report dated June 13, 1997, with respect to the consolidated financial
statements and schedule of Halifax Corporation included in its Annual Report
(Form 10-K) for the year ended March 31, 1997, filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG LLP
Washington, DC
December 5, 1997
<PAGE>
Exhibit 24
FORM OF
HALIFAX CORPORATION
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned, John H.
Grover of Washington, D.C. as a director of Halifax Corporation, a Virginia
corporation, do hereby nominate, constitute and appoint Howard C. Mills and
Ernest L. Ruffner, or either one or both of them, my true and lawful attorneys-
in-fact and agents to do any and all acts and things and execute any and all
instruments which said attorneys-in-fact and agents, or either of them, may
deem necessary or advisable giving and granting unto said attorneys full power
and authority to do and perform such actions as fully as I might have or could
do if personally present and executing any of the said documents to enable
Halifax Corporation to comply with the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended (the "Securities Act"), and any
requirement of the Securities and Exchange Commission in respect thereof, in
connection with the registration under the Securities Act of common stock of
said Halifax Corporation including, specifically, but without limitation
thereof, full power and authority to sign my name as director and/or officer
of said Halifax Corporation to a registration statement on Form S-8 covering
such common stock and to any amendments to said registration statement, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or either
of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this day of November,
1997.
s/John H. Grover
John H. Grover
<PAGE>
Exhibit 24
FORM OF
HALIFAX CORPORATION
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned, Arch C.
Scurlock of Washington, D.C. as a director of Halifax Corporation, a Virginia
corporation, do hereby nominate, constitute and appoint Howard C. Mills and
Ernest L. Ruffner, or either one or both of them, my true and lawful attorneys-
in-fact and agents to do any and all acts and things and execute any and all
instruments which said attorneys-in-fact and agents, or either of them, may
deem necessary or advisable giving and granting unto said attorneys full power
and authority to do and perform such actions as fully as I might have or could
do if personally present and executing any of the said documents to enable
Halifax Corporation to comply with the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended (the "Securities Act"), and any
requirement of the Securities and Exchange Commission in respect thereof, in
connection with the registration under the Securities Act of common stock of
said Halifax Corporation including, specifically, but without limitation
thereof, full power and authority to sign my name as director and/or officer
of said Halifax Corporation to a registration statement on Form S-8 covering
such common stock and to any amendments to said registration statement, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or either
of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this day of November,
1997.
s/Arch C. Scurlock
Arch C. Scurlock
