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): March 17, 2008
HALIFAX CORPORATION OF VIRGINIA
(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))
FOREWARD-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 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard
On March 17, 2008, we received a letter from the American Stock
Exchange, dated March 14, 2008, which indicated that we do not meet
certain of the American Stock Exchange's continued listing standards as
set forth in Part 10 of the Amex Company Guide. Specifically, we are
not in compliance with Section 1003(a)(ii) of the Company Guide because
our stockholders' equity is less than $4.0 million and we have had
losses from continuing operations and/or a net loss in three out of
four of its most recent fiscal years.
Compliance with the plan must be achieved no later than September
14, 2008. We have until April 14, 2008 to provide the American Stock
Exchange with a specific plan to achieve and sustain compliance with
the continued listing standards. If we either fail to submit a plan or
if we submit a plan and the staff of the American Stock Exchange
determines that such plan does not adequately address our non-
compliance with the listing standards, we may be subject to delisting
proceedings. Furthermore, if our plan is accepted but we are not in
compliance with the continued listing standards at the conclusion of
the plan period or if we do not make progress consistent with the plan
during the plan period, the staff of the American Stock Exchange will
initiate delisting proceedings as appropriate. We may appeal the staff
determination to initiate delisting proceedings.
We expect to submit a plan to the American Stock Exchange to regain
compliance with the continued listing standards on or before April 14,
2008.
Item 9.01 Financial Statements and Exhibits.
Exhibit 99.1 Press release
SIGNATURES
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 OF VIRGINIA
Date: March 21, 2008 By: /s/Joseph Sciacca
Joseph Sciacca
Vice President, Finance & CFO