<PAGE>
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): June 2, 2000
HALIFAX CORPORATION
(Exact name of registrant as specified in its charter)
2-84160-W 54-0829246
Virginia
(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, former address,and former fiscal year, if changed since
last report: N/A
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Item 2. Disposition of Assets.
On June 2, 2000, Halifax Corporation ("Halifax") executed and
delivered a Stock Purchase Agreement dated as of May 31, 2000 (the
"Agreement"), with U.S. Facilities, Inc., a Delaware corporation
("Buyer") providing for the sale by Halifax to Buyer of Halifax's
operational outsourcing business (the "Business"). The closing of the
transactions contemplated in the Agreement (the "Closing") took place
simultaneously with the execution and delivery thereof, effective as of
May 31, 2000.
At the Closing Halifax sold to Buyer, all of the capital stock of
its wholly-owned subsidiary, Halifax Technical Services, Inc. for a
purchase price of $5,600,000, of which $5,500,000 was paid by Buyer to
Halifax at Closing with the balance of $100,000 due on the first
anniversary of the Closing. The purchase price remains subject to
various adjustments set forth in the Agreement.
A portion of the proceeds received by Halifax, in the approximate
amount of $2,900,000 was applied by Halifax on the date of the Closing
to the repayment of a portion of its outstanding bank debt owed to
SunTrust Bank (successor to Crestar Bank).
The Agreement contemplates, and Halifax and the Buyer executed and
exchanged at Closing, a Transition Agreement pursuant to which Halifax
would, for a limited period of time following the Closing, provide
administrative assistance and other transition services to Buyer in
connection with Buyer's take-over of the Business.
Item 7. Financial Statements and Exhibits.
(b) Pro-forma Financial Information
The following pro-forma financial information is
provided herein:
(1)Halifax Corporation pro-forma (unaudited)
balance sheet as of December 31, 1999.
(2)Halifax Corporation pro-forma (unaudited)
statement of operations for nine monthes ended
December 31, 1999 and the year ended
March 31, 1999.
(c) Exhibits.
(1) Stock Purchase Agreement between Halifax Corporation and
U.S. Facilities, Inc. dated as of May 31, 2000.
(2) Transition Agreement between Halifax Corporation and U.S.
Facilities, Inc., dated as of May 31, 2000.
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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: June 15, 2000 By: /s/Charles L. McNew
Charles L. McNew
President and Chief Executive
Officer
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<TABLE>
Halifax Corporation
Pro-forma Balance Sheet as of December 31, 1999
<CAPTION>
As Reported Adjustments Adjusted
(Unaudited)
<S> <C> <C> <C>
Cash $ 3,267,000 $ - $ 3,267,000
Accounts receivable - 16,691,000 4,547,000 12,144,000
billed
Inventory 3,618,000 - 3,618,000
Invome taxes 808,000 - 808,000
Receivable
Prepaid Expense
1,209,000 134,000 1,075,000
25,593,000 4,681,000 20,912,000
Furniture & Equipment 2,105,000 113,000 1,992,000
Goodwill 4,072,000 723,000 3,349,000
Accum amount
Other assets
850,000 62,000 788,000
$ 32,620,000 $ 5,579,000 $ 27,041,000
Accounts payable $ 6,023,000 $ 1,959,000 $ 4,064,000
Current portion of 3,946,000 - 3,946,000
long term debt
Accrued expenses
10,866,000 2,265,000 8,601,000
20,835,000 4,224,000 16,611,000
Long term debt 12,115,000 - 12,115,000
Defered revenue 1,980,000 - 1,980,000
Common stock 557,000 5,000 552,000
Additional paid in 4,641,000 - 4,641,000
capital
Retained earnings (7,296,000) 1,350,000 (8,646,000)
Treasury Stock
(212,000) - (212,000)
$ 32,620,000 $ 5,579,000 $ 27,041,000
</TABLE>
All adjustments are related to the discontinuance of the operational
outsourcing division (HTSI)
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<TABLE>
Halifax Corporation
Pro-forma Statement of Operations for the Nine months ended December
31, 1999 and
Year ended March 31, 1999
<CAPTION>
Nine months ended Year ended March 31, 1999
December 31, 1999
As Reported Adjustments Adjusted Audited Adjustments Adjusted
(Unaudited)
<S> <C> <C> <C> <C> <C> <C>
Revenue $62,505,000 $16,453,000 $46,052,000 $81,812,000 $22,741,000 $59,071,000
Cost of 57,954,000 14,815,000 43,139,000 78,558,000 20,553,000 58,005,000
operations
General and 2,715,000 1,146,000 1,569,000 3,833,000 1,565,000 2,268,000
Administrative
Operating 1,836,000 492,000 1,344,000 (579,000) 623,000 (1,202,000)
income
Interest (1,253,000) (295,000) (958,000) (1,454,000) (371,000) (1,083,000)
expense
Other income 10,000 - 10,000 (773,000) - (773,000)
(expense)
Embezzlement
recovery 2,500,000 2,500,000 (2,593,000) (2,593,000)
(loss) - -
Pretax income 3,093,000 197,000 2,896,000 (5,399,000) 252,000 (5,651,000)
Provision
(benefit) $(100,000)
before taxes 5,000 79,000 (74,000) 100,000 (200,000)
Net income
(loss) before 3,088,000 118,000 2,970,000 (5,299,000) 152,000 (5,451,000)
discontinued
operations
Discontinued
operations - (118,000) 118,000 - (152,000) 152,000
Net income $ 3,088,000 $ - $ 3,088,000 $(5,299,000) $ - (5,299,000)
(loss)
Earnings
(loss) per
share basic
Continuing 1.51 - 1.45 (2.63) - (2.70)
operations
Discontinued
operations - - .06 - - .07
$1.51 $- $1.51 $(2.63) $- $(2.63)
Earnings
(loss) per
share diluted
Continuing 1.51 - 1.45 (2.63) - (2.70)
operations
Discontinued
operations - - .06 - - .07
$1.51 $- $1.51 $(2.63) $- $(2.63)
Weighted
average number $ 2,032,946 $- $ 2,032,946 $ 2,012,611 $- $ 2,012,611
of common
shares
outstanding -
basic
Weighted
average number $ 2,044,830 $- $ 2,044,830 $ 2,012,611 $- $ 2,012,611
of common
shares
outstanding -
diluted
</TABLE>
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Exhibits
Exhibit 1 Stock Purchase Agreement
Exhibit 2 Transition Agreement
