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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 12b-25
Commission file Number 0-12712 1-8964
NOTIFICATION OF LATE FILLING
(Check One) (X) Form 10-K ( ) Form 11-K ( ) Form 20-F
( ) Form 10-Q ( ) Form N-SAR
For period Ended: March 31, 1999
( ) Transition Report on Form 10-K ( ) Transition Report on Form 10-Q
( ) Transition Report on Form 20-K ( ) Transition Report on Form N-SAR
( )Transition Report on Form 11-K
For the Transition Period Ended: NA
Read attached instruction sheet before preparing from. Please print or
type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates: N/A
PART I
REGISTRANT INFORMATIN
Full name of registrant: Halifax Corporation
Former name (if applicable): N/A
Address of principal executive office (Street and number):
5250 Cherokee Avenue
City, State and Zip Code: Alexandria, Virginia 22312
PART II
RULE 12b-25 (b) and (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check appropriate box.)
(X) (a) The reasons described in a reasonable detail in Part III of
this form could not be eliminated without unreasonable effort or
expense;
( ) (b) The subject annual report, semi-annual report, transition
report on Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof
will be filed on or before the 15th calendar day following the
prescribed due date; or the subject quarterly report or transition
report on Form 10-Q, or portion thereof will be filed on or before
the fifth calendar day following the prescribed due date; and
(X) (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q, N-SASR or the transition report portion thereof could not be filed
within the prescribed time period. (Attached extra sheets if needed.)
The Annual Report on Form 10-K for the period ending March 31, 1999
cannot be filed within the prescribed extension time period cited in
Regulation 12B, Rule 12B25(b)(2)(ii) because the Company's independent
auditors, Ernst & Young LLP, have not completed their audit of the
Company's consolidated financial statements for the year ended
March 31, 1999.
In March of 1999, the Company discovered that a large sum of money had
been embezzled from a wholly owned subsidiary of the Company over a three-
year period.
The Company advised the market that the embezzlement was likely to have a
material effect on the Company's 1997, 1998 and 1999 operating results,
potentially requiring a restatement of its financial statements for 1997,
1998 and the first three quarters of 1999, and had engaged Ernst & Young
LLP to assist in the evaluation of the potential impact of this matter on
the Company's previously reported and current consolidated financial
statements.
The embezzlement was concealed through a complex scheme of altering the
books and records of the Company making the reconstruction process
difficult. Because the impact of this matter on the Company's previously
reported and current consolidated financial statements has not been fully
determined, the audit of the Company's consolidated financial statements
for the fiscal year ended March 31, 1999 has not been completed. As a
result, the Company's Annual Report on Form 10-K for fiscal year 1999
cannot be filed within the prescribed extension timeframe cited in
Regulation 12B, Rule 12B25(b)(2)(ii).
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
John D. D'Amore, (703) 750-2202
(2) Have all other periodic reports required under Section 13 or 14(d)
of the Securities Exchanged Act of 1934 or Section 39 of the
Investment Company Act of 1940 during the preceding 12 months or for
such shorter period that the registrant was required to file such
report(s) been filed? If the answer is no, identify report(s).
( X ) Yes ( ) No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year
will be reflected by the earning statement to be included in the
subject report or portion thereof?
( X ) Yes ( ) No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be made. See
Attachment
Halifax Corporation
(Name of Registrant as specified in charter)
Has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized:
Date: 7/14/99 By: /s/ John D. D'Amore
John D. D'Amore
Vice President and Chief Financial Officer
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HALIFAX CORPORATION
FILE NO. 0-12712 1-8964
FORM 12b-25
PART IV
ATTACHMENT
As stated in Part III above, prior to the commencement of the audit of
the consolidated financial statements for the year ended March 31, 1999,
management of the Company advised Ernst & Young LLP that a significant
embezzlement had been discovered within the Company and, as a result,
certain transactions may have been inaccurately recorded on the books of
the Company. The Company engaged Ernst & Young LLP to assist in the
evaluation of the impact of this matter on the Company's previously
reported and 1999 consolidated financial statements. As of the date
hereof, Ernst & Young LLP is in the process of assisting management in
completing an evaluation and review of this matter. The Company
anticipates that a significant change in the results of operations for
its fiscal years ended March 31, 1997 and March 31, 1998 will be
reflected in the corresponding statements of operations to be included in
the Company's Annual Report on Form 10-K for the fiscal year ended March
31, 1999. Because the impact on the Company's previously reported
consolidated financial statements has not been finally determined, the
Company is unable to quantify those results at this time.
EY Letter
July 14, 1999
Mr. John J. Reis
President
Halifax Corporation
5250 Cherokee Avenue
Alexandria, VA 22312
Dear Mr. Reis:
In accordance with the notification to the Securities and Exchange
Commission on Form 12b-25, which was filed with the Securities and
Exchange Commission on June 29, 1999, of Halifax Corporation's
inability to timely file its annual report on Form 10-K
for the year ended March 31, 1999, the factors described in the
succeeding paragraph make impossible the submission of our report
as of July 14, 1999 which would permit timely filing of your 1999
annual report to the Commission.
Prior to the commencement of the audit of the consolidated financial
statements of Halifax Corporation for the year ended March 31, 1999, you
advised us that a significant embezzlement had been discovered within the
Company and, as a result, certain transactions may have been inaccurately
recorded on the books of the Company. We have been engaged to assist in
the evaluation and review of the impact of this matter on the Company's
previously reported and 1999 consolidated financial statements. We
believe the impact of this matter on the Company's previously reported
and current consolidated financial statements is significant. Because
the aforementioned evaluation and review has not been completed as of
this date, the audit of Halifax Corporation's consolidated financial
statements for the year ended March 31, 1999 has not been completed.
You are authorized to attach a copy of this letter as an exhibit to Form
12b-25 (as amended) to the Securities and Exchange Commission.
Very truly yours,
/s/Ernst & Young LLP
