<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
------------
Under the Securities Exchange Act of 1934
(Amendment No. 5)
Halifax Corporation
(Name of Issuer)
Common Stock, $0.24 Par Value
-----------------------------
(Title of Class of Securities)
405805 10 2
-----------
(CUSIP Number)
John H. Grover
c/o Research Industries Incorporated
123 North Pitt Street
Alexandria, Virginia 22314
703/548-3667
------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 21, 1997
---------------
(Date of Event which Requires Filing of this Statement)
(Continues on following pages)
Page 1 of 4 Pages
<PAGE> 2
SCHEDULE 13D
CUSIP No. 405805 10 2
-----------
1) Names of Reporting Persons S. S. or I.R.S.
Identification Nos. of Above Persons.
Research Industries Incorporated, I.R.S. Number 54-0836818
Arch C. Scurlock, S. S. Number ###-##-####
2) Check the Appropriate Box if a Member of a Group:
(a)
---------------
(b)
---------------
Not applicable; this is a joint filing pursuant to Rule
13d-1(f)(1).
3) SEC Use Only.
---------------------------------------------
4) Source of Funds.
00.
--
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e).
Not applicable.
6) Citizenship or Place of Organization.
Research Industries Incorporated - Virginia
Arch C. Scurlock - U.S.A.
Number of 7) Sole Voting Power 640,000
Shares Bene- -------
ficially 8) Shared Voting Power 0
Owned by ---
Each Re- 9) Sole Dispositive Power 640,000
porting -------
Person 10) Shares Dispositive Power 0
---
11) Aggregate Amount Beneficially Owned by Each Reporting Person.
640,000
-------
Page 2 of 4 Pages
<PAGE> 3
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares.
Not applicable.
13) Percent of Class Represented by Amount in Row 11. 31.94
-----
14) Type of Reporting Person.
Research Industries Incorporated - CO, IV (Private; not
registered under the Investment Company Act of 1940) Scurlock
- IN
The original Schedule 13D; Amendment No. 1 dated October 19, 1984;
Amendment No. 2 dated July 22, 1985; Amendment No. 3 dated October 29, 1993;
and Amendment No. 4 dated November 2, 1993, filed jointly by Research
Industries Incorporated and Arch C. Scurlock, relating to the Common Stock,
$0.35 Par Value, of Halifax Corporation are hereby incorporated by reference
inasmuch as there has been no change in the disclosure information contained
therein other than as set forth below.
Item 3. Identity and Background
In addition to those individuals previously identified as directors of
the reporting person, the following named individual is now a director.
Name Business Address
---- ----------------
Mary Scurlock Adamson 921 SW Morrison, Suite 531
Portland, Oregon 97205
Ms. Adamson is an attorney, engaged as policy analyst for the Pacific
Rivers Council.
Item 5. Interest in Securities of the Issuer.
(a) Research Industries is the beneficial owner of 638,500 shares
of Halifax Corporation common stock and Dr. Scurlock individually is the
beneficial owner of 1,500 shares of Halifax Corporation common stock, which
together represent 31.94 percent of the class of securities based on the number
of shares thereof issued and outstanding as of August 8, 1997.
Page 3 of 4 Pages
<PAGE> 4
(b) Research Industries and Dr. Scurlock may each be considered to
have the sole power to vote or to direct the vote and to dispose or to direct
the disposition of 640,000 shares of Halifax Corporation common stock.
Item 7. Material to be Filed as Exhibits.
Exhibit A - Agreement between Research Industries and Dr. Scurlock
relating to the filing of joint acquisition statements as required by Rule
13d-1(f).
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete, and
correct.
RESEARCH INDUSTRIES INCORPORATED
Dated: August 25, 1997 By: /s/ Arch C. Scurlock
-------------------------------
Arch C. Scurlock, President
Dated: August 25, 1997 /s/ Arch C. Scurlock
------------------------------------
Arch C. Scurlock
Page 4 of 4 Pages
<PAGE> 5
Schedule 13D
EXHIBIT A
Research Industries Incorporated
123 North Pitt Street
Alexandria, Virginia 22314
Dr. Arch C. Scurlock
123 North Pitt Street
Alexandria, Virginia 22314
On August 21, 1997 Research Industries Incorporated bought 2,600
shares of the common stock of Halifax Corporation which event when added to
previous transactions resulted in a material increase in its ownership of
Halifax Corporation. As a result of this event, Research Industries
Incorporated is required to file an amended Schedule 13D under the Securities
Exchange Act of 1934 with respect thereto. Dr. Arch C. Scurlock owns 95
percent of the issued and outstanding stock of Research Industries Incorporated
and therefore may be deemed to be the indirect beneficial owner of such shares
and also required to file such schedule.
The parties hereto desire to file a joint statement with respect
thereto in accordance with the terms of Rule 13d(f)(1) under the Act. The
purpose of this instrument is to acknowledge the agreement of the undersigned
parties that the Schedule 13D (Amendment No. 5) to which this instrument is
appended as Exhibit A is filed on behalf of each of them.
RESEARCH INDUSTRIES INCORPORATED
Dated: August 25, 1997 By: /s/ Arch C. Scurlock
---------------------------------------
Arch C. Scurlock, President
Dated: August 25, 1997 /s/ Arch C. Scurlock
--------------------------------------------
Arch C. Scurlock
bme
<PAGE> 6
----------------------
OMB APPROVAL
OMB 3235-0145
Expires Oct 31, 1985
----------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.__)*
HALIFAX ENGINEERING, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
405805 10 2
-----------------------
(CUSIP Number)
John H. Grover, Vice President
Research Industries Incorporated
123 North Pitt Street, Alexandria, Virginia 22314
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person 703/548-3667
Authorized to Receive Notices and Communications)
October 10, 1984
-----------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement /X/. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following page(s))
Page 1 of 7 Pages
<PAGE> 7
SCHEDULE 13D
CUSIP NO. 405805 10 2 Page 2 of 7 Pages
---------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Research Industries Incorporated 54-0836818
Arch C. Scurlock ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not applicable; this is a joint filing pursuant to (a) [ ]
Rule 13d-1(f)(1) (b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
BK
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
Not applicable
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Research Industries - Virginia
Scurlock - U.S.A.
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF Research Industries - 371,302
Scurlock - 371,302
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
---
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING Research Industries - 371,302
Scurlock - 371,302
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
---
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Research Industries - 371,302
Scurlock - 371,302
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
Not applicable
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.2 (Based on shares outstanding as of October 10, 1984)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
Research Industries - CO, IV (Private; note registered under the Investment
Scurlock - IN Company Act of 1940)
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 8
Schedule 13D
Research Industries Incorporated/
Arch C. Scurlock
Page 3 of 7 pages
Item 1. Security and Issuer.
This statement is filed in relation to the common stock of Halifax
Engineering, Inc. ("HEI"), whose principal executive offices are located at
5250 Cherokee Avenue, Alexandria, Virginia 22312.
Item 2. Identity and Background.
Prior to October 10, 1984, Research Industries Incorporated ("Research
Industries") was the beneficial owner of 180,000 shares of HEI common stock
(approximately 15 percent thereof). Pursuant to the terms of an Agreement to
Purchase between Research Industries and the president of HEI, Charles A. Webb,
Jr., Research Industries purchased as of October 10, 1984, an additional
191,302 shares of HEI common stock. As a result, Research Industries is the
beneficial owner of 371,302 shares of HEI common stock. See Exhibit A hereto.
Dr. Arch C. Scurlock is the 95 percent shareholder of Research Industries and
as such, may be deemed to be the indirect beneficial owner of such shares. As a
result, this statement is filed jointly by Research Industries and Dr. Scurlock
pursuant to Rule 13d-1(f)(1). See Exhibit B hereto.
The following information is provided with respect to the identity and
background of the reporting persons:
name: Research Industries Incorporated
state of organization: Virginia
principal business: investments
address of principal
business and principal
office: 123 North Pitt Street
Alexandria, Virginia 22314
<PAGE> 9
Schedule 13D
Research Industries Incorporated/
Arch C. Scurlock
Page 4 of 7 pages
directors:
Name Business Address
---- ----------------
Arch C. Scurlock 123 North Pitt Street
Alexandria, Virginia 22314
John J. Grover 123 North Pitt Street
Alexandria, Virginia 22314
Henry St. John FitzGerald 2300 Ninth Street South
Arlington, Virginia 22204
Arch C. Scurlock, Jr. 5390 Cherokee Avenue
Alexandria, Virginia 22312
Ernest L. Ruffner 510 King Street
Alexandria, Virginia 22314
executive officers:
Name Office
---- ------
Arch C. Scurlock President
John H. Grover Vice President and Treasurer
Henry St. John FitzGerald Secretary
In addition to his duties as President of Research Industries, Dr. Scurlock is
Chairman of the Board of TransTechnology Corporation, a manufacturer of
products for the aerospace-defense industry and for the textile industry.
TransTechnology, whose stock is traded on the American Stock Exchange, is
located at 15233 Ventura Boulevard, Sherman Oaks, California 91403. Research
Industries is a __ percent owner of TransTechnology.
Mr. Grover's present principal employment is that of Vice President and
Treasurer of Research Industries. In addition, he is a director of
TransTechnology.
Mr. FitzGerald is an attorney, engaged in the practice of law as a member of
the firm of Tolbert, Smith, FitzGerald & Ramsey, located at 2300 Ninth Street
South, Arlington, Virginia 22204.
Mr. Arch C. Scurlock, Jr. is a chemical engineer employed by Atlantic Research
Corporation, a company engaged in research, development and manufacturing of
technical products associated with communications and the defense industry.
Mr. Ruffner is an attorney, engaged in the practice of law as a member of the
firm of Treese and Ruffner.
<PAGE> 10
Schedule 13D
Research Industries Incorporated/
Arch C. Scurlock
Page 5 of 7 pages
Dr. Scurlock, Mr. Grover, Mr. FitzGerald, Mr. Arch C. Scurlock, Jr. and Mr.
Ruffner are each a U. S. citizen.
During the last five years, neither Research Industries nor Dr. Scurlock nor,
to the best of their knowledge, Mr. Grover, Mr. FitzGerald, Mr. Scurlock, Jr.
or Mr. Ruffner has been convicted in a criminal proceeding nor been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction, as a result of which it or he was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Research Industries borrowed $500,000 from United Virginia
Bank/National to purchase the HEI stock pursuant to the Agreement to Purchase
described in Item 2 above. The loan was made in the ordinary course of
business pursuant to previously established lines of credit with the Bank. It
is evidenced by a note payable to the Bank. Research Industries' lines of
credit with the Bank are collateralized by securities owned by it, other than
its HEI stock, none of which serves as collateral for a loan. See Exhibit C
hereto. The balance of the consideration is in the form of promissory notes
to the Seller as described in paragraph 1.B. of the Agreement to Purchase.
Item 4. Purpose of Transaction
The purpose of the acquisition of HEI stock reported herein was
investment, and neither Research Industries nor Dr. Scurlock nor, to the best
of their knowledge, Mr. Grover, Mr. FitzGerald, Mr. Scurlock, Jr. or Mr.
Ruffner have any present plans or proposals which relate to or would result in:
(a) the additional acquisition or disposition of HEI securities;
(b) an extraordinary corporate transaction such as a merger,
reorganization or liquidation of HEI;
<PAGE> 11
Schedule 13D
Research Industries Incorporated/
Arch C. Scurlock
Page 6 of 7 pages
(c) a sale or transfer of a material amount of the assets of HEI;
(d) any material change in the present capitalization or dividend
policy of HEI;
(e) any other material change in HEI's business or corporate
structure, including but not limited to, any plans or proposals to make any
changes in its investment policy for which a vote is required by section 13 of
the Investment Company Act of 1940;
(f) changes in HEI's charter or bylaws or other actions which may
impede the acquisition of control of HEI by any person;
(g) a class of HEI equity securities becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(h) any action similar to any of those enumerated above; however, the
reporting person reserves the right to take such actions in the future should
circumstances warrant.
Item 5. Interest in Securities of the Issuer.
(a) Research Industries is the beneficial owner of 371,302 shares of
HEI common stock, which represents 31.2 percent of that class of securities
based on the number of shares thereof issued and outstanding as of October 10,
1984. Dr. Scurlock owns 95 percent of the issued and outstanding shares of
Research Industries. As a result, he may be deemed to be the indirect
beneficial owner of the HEI stock owned by Research Industries. To the best of
the knowledge of Research Industries and Dr. Scurlock, neither Mr. Grover, Mr.
FitzGerald, Mr. Scurlock, Jr. nor Mr. Ruffner own any shares, directly or
indirectly, of HEI.
(b) Research Industries and Dr. Scurlock may each be considered to
have the sole power to vote or to direct the vote and to dispose or to direct
the disposition of 371,302 shares of HEI common stock.
<PAGE> 12
Schedule 13D
Research Industries Incorporated/
Arch C. Scurlock
Page 7 of 7 pages
(c) Neither Research Industries nor Dr. Scurlock nor, to the best
of their knowledge, any other officer or director of Research Industries, has
entered into any transaction involving HEI common stock during the past sixty
(60) days.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Other than the loan described in Item 3 above, the Agreement attached
as Exhibit A, and the officer, director and shareholder relationships described
in Item 2 above, there are no contracts, arrangements, understandings or
relationships among the persons named in Item 2 and between such persons and
any person with respect to any securities of HEI.
Item 7. Material to be Filed as Exhibits.
Exhibit A - Agreement to Purchase dated October 10, 1984 between
Research Industries Incorporated and Charles A. Webb, Jr.
Exhibit B - Agreement between Research Industries and Dr. Scurlock
relating to the filing of joint acquisition statements as required by Rule
13d-l(f).
Exhibit C - Documents evidencing the loan made to purchase the HEI
stock and referred to in Item 3 above.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
RESEARCH INDUSTRIES INCORPORATED
By /s/ ARCH C. SCURLOCK
------------------------------------
Arch C. Scurlock, President
Dated: October 19, 1984
/s/ ARCH C. SCURLOCK
--------------------------------------
Arch C. Scurlock
Dated: October 19, 1984
