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): April 30, 2006
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)658-2400
N/A
Former name, former address, and former fiscal year, if changed
since last report
Check the appropriate box below if the Form 8-K filing is intended to
satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On May 3, 2006, Halifax Corporation received the executed new six-year
contract extending a contract with IBM Global Services ("IBM") for
services related to an entertainment retailer effective April 1, 2006.
The total value of the contract over the six-year period is expected to
exceed $25 million. Termination in the first year of the contract
requires 90 days notice and a cancellation penalty equal to three
months of fixed price revenue. After the first year of the contract,
IBM may terminate the contract in whole or part at anytime during the
period of performance whenever Halifax defaults in the performance of
the contract. A default occurs if Halifax fails to make reasonable
progress in the prosecution of services and endangering timely
performance, and fails to cure such default within 15 days after
receipt from IBM of a written notice specifying the default. In the
event that IBM's contract with the entertainment retailer is terminated
or suspended, which directly impacts the contract Halifax has with IBM,
IBM will make every effort to provide Halifax with 90 days written
notice of the termination. Halifax has had a business relationship
with IBM since 1997.
Item 1.02 Termination of a Material Definitive Agreement.
Halifax Corporation resigned from a loss generating contract with HP
for services related to a consumer products retail chain effective
April 30, 2006. Halifax has had a business relationship with HP since
1992.
See Note 11 to the Notes to Consolidated Financial Statements contained
in the Company's Form 10-Q for the quarter ended December 31, 2005 for
a discussion of the financial impact of the termination of this
contract.
FORWARD-LOOKING STATEMENTS
Certain statements in this Currant Report on Form 8-K 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 events
over which we have little or no control. Forward-looking statements
may be identified by words including "anticipate," "believe,"
"estimate," "expect" and similar expressions. We caution 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 our revenues, risks involved in contracting with our
customers, including difficulties to accurately estimate costs when
bidding on a contract and the occurrence of start-up costs prior to
receiving revenues and contract with fixed price provisions, government
contracting risks, potential conflicts of interest, difficulties we may
have in attracting and retaining management, professional and
administrative staff, fluctuation in quarterly results, risks related
to acquisitions and acquisition strategy, continued favorable banking
relationships, the availability of capital to finance operations and
ability to make payments on outstanding indebtedness, weakened economic
conditions, acts of terrorism, risks related to competition and our
ability to continue to perform efficiently on contracts, and other
risks and factors identified from time to time in the reports we file
with the Securities and Exchange Commission ("SEC"), including our
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 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired
None.
(b) Pro-forma Financial Information
None.
(c) Exhibits
None.
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: May 5, 2006 By: /s/Joseph Sciacca
Joseph Sciacca
Vice President, Finance & CFO