UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058
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FORM 12b-25 SEC FILE NUMBER
1-08964
NOTIFICATION OF LATE FILING CUSIP NUMBER
405752 10 6
(Check One): [X] Form 10-K [_] Form 20-F [_] Form 11-K [ ] Form 10-Q [_]
Form N-SAR [_] Form N-CSR
For Period Ended: March 31, 2005
[_] Transition Report on Form 10-K
[_] Transition Report on Form 20-F
[_] Transition Report on Form 11-K
[_] Transition Report on Form 10-Q
[_] Transition Report on Form N-SAR
For the Transition Period Ended:______________________________________
Read Instruction (on back page) Before Preparing Form. 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:
______________________________________________________________
PART I -- REGISTRANT INFORMATION
Halifax Corporation
Full Name of Registrant
Former Name If Applicable
5250 Cherokee Avenue
Address of Principal Executive Office (Street and Number)
Alexandria, VA 22312
City, State and Zip Code
PART II -- RULES 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 box if appropriate.) [X]
(a) The reasons described in 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, Form 20-F, Form 11-
K, Form N-SAR or Form N-CSR, or portion thereof,
will be filed on or before the fifteenth 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
(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 why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR,
or the transition report portion thereof, could not be filed within the
prescribed time period.
(Attach Extra Sheets if Needed)
Since the completion of the year end closing matters and the audit has
taken longer than anticipated, the filing of the Form 10-K for the year
ended March 31, 2005 could not be made within the prescribed time period
without unreasonable effort or expense. The Registrant anticipates that
the annual report will be filed on or before the fifteenth calendar day
following the prescribed due date.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Joseph Sciacca (703) 750-2400
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 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 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
earnings statements 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: June 30, 2005 By: /s/Joseph Sciacca
Joseph Sciacca
Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (see 18 U.S.C. 1001).
ATTACHMENT TO PART IV-ITEM (3) OF
FORM 12B-25
Halifax Corporation
WITH RESPECT TO ITS FORM 10-K FOR THE
YEAR ENDED MARCH 31, 2005
The Registrant estimates that its results of operations for the fiscal year
ended March 31, 2005, as reflected in its consolidated statements of operations
to be included in its Form 10-K for the fiscal year ended March 31, 2005, will
reflect the following changes:
For the fiscal year ended March 31, 2005, the registrant expects to report that
it incurred an operating loss of approximately $1,541,000 compared to operating
income of approximately $1,054,000 for the fiscal year ended March 31, 2004.
The loss for the fiscal year ended March 31, 2005 was primarily a result of
costs associated with the start-up of a new, long-term, enterprise maintenance
contract and certain unanticipated service delivery costs which exceeded the
estimates the registrant utilized in pricing this contract, increases in
reserves for inventory obsolescence and the abandonment of certain office space.
In addition, as a result of the foregoing, for the fiscal year ended March 31,
2005, the Registrant expects to report that it incurred a net loss of
approximately $1,411,000 compared to a net income of $4,228,000 for the fiscal
year ended March 31, 2004.
Also, as a result of the foregoing, for the fiscal year ended March 31, 2005,
the Registrant expects to report a loss per common share on a fully diluted
basis of approximately $.46 compared to earnings per common share on a fully
diluted basis of approximately $1.53, for the fiscal year ended March 31, 2004.