content: 7
  
  
  
  
                               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): August 29, 2003
  
  
  
                            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) 750-2202
  
  
  Former name, former address, and former fiscal year, if changed since
  last report:  N/A
  
  <PAGE>
  
  Forward Looking Statements
  
       Certain statements in this document 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 circumstances
  over many of which we have little or no control.  Forward-looking
  statements may be identified by words including "anticipate,"
  "believe," "estimate," "expect" and similar expressions.  Halifax
  Corporation ("Halifax" or the "Company") cautions 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 the
  Company's revenues, risks involved in contracting with its customers,
  government contracting risks, absence of dividends, potential conflicts
  of interest, difficulties in attracting, and retaining management,
  professional and administrative staff, fluctuation in quarterly
  results, risks related to acquisitions and risks related to the
  Company's acquisition strategy, continued favorable banking
  relationships, the availability of capital to finance operations and
  planned growth, ramifications of the embezzlement matter referenced
  herein, risks related to competition and the Company's ability to
  continue to perform efficiently on contracts, and other risks and
  factors identified from time to time in the Company's 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.
  
  <PAGE>
  
  Item 2.  Acquisition or Disposition of Assets
  
       On August 29, 2003, Halifax acquired all of the outstanding Common
  Stock of Microserv, Inc. ("Microserv"), a Washington corporation, from
  the shareholders of Microserv (the "Microserv Shareholders"), through
  the merger of Microserv with and into wholly-owned subsidiaries of
  Halifax as described below and in the Agreement and Plan of Merger
  dated August 29, 2003 for the acquisition of Microserv (the "Merger
  Agreement") attached hereto as Exhibit 99.1.  All capitalized terms not
  defined herein shall have the meaning ascribed to them in the Merger
  Agreement.  All summaries of documents filed as exhibits hereto are
  qualified as reference to the actual documents.
  
       Microserv  was  founded  in  1985 and provides  high  availability
  hardware maintenance services to a nationwide customer base.
  
  The Merger
  
       Halifax acquired Microserv in a tax-free reorganization.  Prior to
  the closing of the Merger (the "Closing"), Halifax created a new wholly-
  owned corporation ("Corporate Sub") and a new limited liability company
  of which Halifax is the sole member ("LLC Sub").  At the Closing,
  Corporate Sub merged into Microserv in a statutory merger (with
  Microserv surviving such merger), and immediately thereafter, Microserv
  merged into LLC Sub in a statutory merger (with LLC Sub surviving such
  second merger).  The merger consideration received by the Microserv
  Shareholders is as follows:
  
       The amount of the merger consideration was determined through arms-
  length negotiations among the parties.  The cash portion of the merger
  consideration came from Halifax's cash flow from operations and the
  common stock, par value $0.24 per share (the "Common Stock"), was
  issued by Halifax from authorized but unissued shares.
  
       Common Stock.  The Microserv Shareholders received 442,078 shares
  of Common Stock on the date of Closing.
  
       Cash.  The Microserv Shareholders received an aggregate of
               $360,000 in cash.
  
       Notes.  The Microserv Shareholders received notes in an aggregate
  original principal amount of $493,934 (the "Notes").  All principal and
  any unpaid interest shall be due and payable 18 months after the
  Closing date, subject to certain set off rights of the Company.
  Interest shall accrue on principal at a rate of 5% per annum and shall
  be payable to each Microserv Shareholder quarterly in cash.
  
       The Notes are unsecured and in the event of a liquidation shall
  rank subordinate to Halifax's senior and subordinated debt; provided,
  however, that Halifax shall have the right and obligation to pay its
  obligations under the Notes to Microserv Shareholders as and when such
  obligations become due unless a default is declared under Halifax's
  senior and subordinated loan documents.  The Notes contain covenants,
  protective provisions, default provisions and remedies.  The full text
  of the form of Note is attached hereto as Exhibit 99.6.
  
       Reductions in merger consideration.  The merger consideration
  shall be reduced pursuant to the formula set forth in the Merger
  Agreement.
  
       As required, Halifax paid in full $1,200,000 of the $2,000,000
  portion of Halifax's debt to Research Industries Incorporated ("RII")
  which is convertible into equity securities of Halifax.  At least
  $400,000 of the remaining portion of the debt referenced in the
  preceding sentence shall be paid within thirty days of receipt by
  Halifax of certain additional funds to be received in the form of
  advance payment from a certain large customer of Halifax.
  
       Registration Rights and Right of First Offer.  Microserv
  Shareholders who acquired shares of the Common Stock in the Merger will
  have certain "demand" and "piggyback" registration rights, and will be
  subject to a twelve month prohibition on any transfers of Common Stock
  acquired in the Merger, which prohibition period may be extended under
  certain circumstances.  In addition, the Microserv Shareholders are
  required to provide the Company with a right of first offer to purchase
  the shares of Common Stock acquired in the Merger under certain
  circumstances.  The full text of the Registration Rights and Right of
  First Offer Agreement is attached hereto as Exhibit 99.2.
  
       Deferred Merger Consideration.  Microserv Shareholders may,
  subject to certain set-off rights of the Company, receive up to
  $250,000 of additional merger consideration (the "Deferred Merger
  Consideration") based on certain agreed upon Microserv accounts
  achieving net revenues (for the twelve month period beginning on
  September 1, 2003 and ending on August 31, 2004 (the "Earnout Period")
  of equal to or greater than 105% of an agreed upon revenue target.  If
  the Deferred Merger Consideration is earned as described above, such
  Deferred Merger Consideration shall be paid in cash or, subject to
  certain limitations, a combination of cash and Common Stock.
  
       Employees of Microserv.  Gary Lukowski and Jonathan Scott have
  entered into severance and restrictive covenant agreements with
  Halifax.  See "Employee Severance and Restrictive Covenant Agreements."
  
       Election of Director.  To the extent Microserv Shareholders
  continue to hold greater than 50% of the aggregate number of shares of
  Common Stock issued in connection with the Merger, Microserv
  Shareholders shall collectively have the right to nominate one member
  to Halifax's board of directors.  The Microserv Shareholders have
  designated Gerald F. Ryles (the "Microserv Nominee").  Halifax shall
  recommend, consistent with the fiduciary duties of its Board of
  Directors, such nominee to its shareholders and undertake its best
  efforts to secure the election of such nominee.  Certain shareholders
  of the Company have agreed to vote their shares of the Company in favor
  of such nominee.  The full text of the Voting Agreement is attached
  hereto as Exhibit 99.5.
  
       Representations, Warranties, Covenants and Indemnification.  The
  Merger Agreement contains customary representations, warranties,
  conditions, covenants, indemnification provisions and other agreements,
  including, without limitation, a general release of claims against
  Microserv from certain agreed upon Microserv Shareholders and holders
  of Microserv's options.
  
       Halifax's sole remedy, subject to certain agreed upon exceptions,
  with respect to indemnification claims made pursuant to the Merger
  Agreement is to (a) setoff any sums for which Halifax is entitled to
  indemnification thereunder against (i) first, up to $400,000 due under
  the Notes and (ii) second, payments of Deferred Merger Consideration
  and (b) under certain circumstances and subject to certain limitations,
  to require delivery to Halifax by Microserv Shareholders of shares of
  Common Stock issued in the transaction.  If any indemnification
  claim(s) for which Halifax is the indemnitee is pending at a time when
  Halifax is required to pay or deliver any such amounts due under the
  Notes and/or Deferred Merger Consideration, then Halifax shall have the
  right, upon notice to the Microserv Shareholders, to withhold from such
  payment or delivery, until final determination of such pending
  indemnification claim or claims the total amount for which the
  applicable Microserv Shareholder or Shareholders, as the case may be,
  may become liable as a result thereof, as determined by Halifax
  reasonably and in good faith.
  
       Interests of Persons in the Merger.  Except as described below,
  the Board of Directors and Officers of Microserv have no interest in
  the Merger other than as shareholders of Microserv.  The Board of
  Directors and officers of Microserv collectively owned approximately
  90% of the Microserv Common Stock (assuming the exercise of all options
  issued by Microserv).
  
       It is anticipated that following the completion of the Merger, the
  Halifax Board of Directors will be expanded to include the Microserv
  Nominee.  It is currently intended that Gerald Ryles will be the
  Microserv nominee.  From January, 1994 to January, 2001, Mr. Ryles was
  Chairman of the Board and Chief Executive Officer of Microserv.  From
  January, 2001 until the date hereof, Mr. Ryles has held the position of
  Chairman of the Board of Microserv.
  
       In addition, each of Gary Lukowski and Jonathan Scott, executive
  officers of Microserv, will be employed by the Company upon completion
  of the Merger.
  
       There was no other material relationship between Microserv or  the
  Microserv  Shareholders  and  Halifax,  its  affiliates,  directors  or
  officers or any associate of the Halifax directors or officers.
  
       Employee Severance and Restrictive Covenant Agreements.  Gary
  Lukowski and Jonathan Scott will be employed by the Company as of the
  date of the closing of the Mergers and shall have certain
  responsibility with respect to the continued operation of Microserv's
  business.  In connection with such employment, the Company will agree
  to pay such individuals severance in the event such employment is
  terminated (i) by the Company, for other than "Cause" (as such term is
  defined in applicable severance agreement) or death or disability, or
  (ii) by the applicable employee, for "Good Reason" (as defined in the
  applicable agreement).  In consideration for such employment and the
  severance benefits referenced above, such employees will be prohibited
  from (i) either competing with Microserv and the Company for their
  respective periods of employment plus a one year period thereafter (and
  in any event no earlier than two years after Closing) or soliciting the
  customers or employees of Microserv and the Company for the same
  period, and (ii) either disclosing confidential or proprietary
  information about Microserv or the Company or publishing disparaging
  remarks about them.  The full text of the Employee Severance and
  Restrictive Covenant Agreements are attached hereto as Exhibits 99.3
  and 99.4.
  
           General Release.  Each Microserv Shareholder has released
  Microserv, and Halifax, as successor in interest to Microserv, from any
  and all claims that such Microserv Shareholder has against Microserv.
  The full text of the General Release is attached hereto as Exhibit
  99.7.
  
  <PAGE>
  
  Item 7.  Financial Statements and Exhibits
  
       (a)  Financial Statements of business acquired.  Audited financial
  statements are not required pursuant to Rule 3-05(b)(2) of Regulation S-
  X as the company acquired does not meet the 20% tests set forth
  therein.
  
       (b)  Proforma Financial Information.
  
            The following proforma financial information will be
            filed within 75 days of the due date of this currrent report:
  
                 (i)  Consolidated Pro-Forma Statement of Operations for
                       year ended March 31, 2003.
  
                 (ii) Consolidated Pro-Forma Statement of Operations for
                      the three months ended June 30, 2003.
  
                 (iii)  Consolidated Pro-Forma Balance Sheet as of
                        June 30, 2003.
  
  
  
  <PAGE>
  
  
  
       (c)  Exhibits.
  
            The following exhibits are filed herewith:
  
  S-K Item
  Number                          Description
  
  32.1      Section 906 Certification
  
  32.2      Section 906 Cerfification
  
  99.1      Agreement and Plan of Merger, dated August 29, 2003 for
            the Acquisition of Microserv, Inc. by Halifax Corporation
  
  99.2      Registration Rights and Right of First Offer Agreement
            dated August 29, 2003
  
  99.3      Employee Severance and Restricted Covenant Agreement with
             Gary Lukowski dated August 29, 2003
  
  99.4      Employee Severance and Restricted Covenant Agreement with
            Jonathan Scott dated August 29, 2003
  
  99.5      Voting Agreement dated August 29, 2003
  
  99.6      Form of Note to Microserv Shareholders
  
  99.7      General Release dated August 29, 2003
  
  99.8      Press Release dated August 29, 2003 (Incorporated by
            reference from the Current Report on Form 8-K dated
            August 29, 2003)
  
  99.9      Proforma Financial Statements (to be filed by amendment)
  
  
  
  
  
  
  
  
  
  <PAGE>
  
                                 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:     9/12/03                  By:     /s/Joseph Sciacca
                                     Name:   Joseph Sciacca
                                     Title:  Chief Financial Officer:
  
  
  
  
  
  <PAGE>
                                     EXHIBIT INDEX
  
  S-K Item
  Number           Description
  
  32.1      Section 906 Certification
  
  32.2      Section 906 Cerfification
  
  99.1      Agreement and Plan of Merger, dated August 29, 2003 for
            the Acquisition of Microserv, Inc. by Halifax Corporation
  
  99.2      Registration Rights and Right of First Offer Agreement
            dated August 29, 2003
  
  99.3      Employee Severance and Restricted Covenant Agreement
            with Gary Lukowski dated August 29, 2003
  
  99.4      Employee Severance and Restricted Covenant Agreement with
            Jonathan Scott dated August 29, 2003
  
  99.5      Voting Agreement dated August 29, 2003
  
  99.6      Form of Note to Microserv Shareholders
  
  99.7      General Release dated August 29, 2003
  
  99.8      Press Release dated August 29, 2003 (Incorporated by
            reference from the Current Report on Form 8-K dated
            August 29, 2003)
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text: 7
  
                               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): August 29, 2003
  
                            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) 750-2202
  
  Former name, former address, and former fiscal year, if changed since
  last report:  N/A
  Forward Looking Statements
  
       Certain statements in this document 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 circumstances
  over many of which we have little or no control.  Forward-looking
  statements may be identified by words including "anticipate,"
  "believe," "estimate," "expect" and similar expressions.  Halifax
  Corporation ("Halifax" or the "Company") cautions 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 the
  Company's revenues, risks involved in contracting with its customers,
  government contracting risks, absence of dividends, potential conflicts
  of interest, difficulties in attracting, and retaining management,
  professional and administrative staff, fluctuation in quarterly
  results, risks related to acquisitions and risks related to the
  Company's acquisition strategy, continued favorable banking
  relationships, the availability of capital to finance operations and
  planned growth, ramifications of the embezzlement matter referenced
  herein, risks related to competition and the Company's ability to
  continue to perform efficiently on contracts, and other risks and
  factors identified from time to time in the Company's 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 2.  Acquisition or Disposition of Assets
  
       On August 29, 2003, Halifax acquired all of the outstanding Common
  Stock of Microserv, Inc. ("Microserv"), a Washington corporation, from
  the shareholders of Microserv (the "Microserv Shareholders"), through
  the merger of Microserv with and into wholly-owned subsidiaries of
  Halifax as described below and in the Agreement and Plan of Merger
  dated August 29, 2003 for the acquisition of Microserv (the "Merger
  Agreement") attached hereto as Exhibit 99.1.  All capitalized terms not
  defined herein shall have the meaning ascribed to them in the Merger
  Agreement.  All summaries of documents filed as exhibits hereto are
  qualified as reference to the actual documents.
  
       Microserv  was  founded  in  1985 and provides  high  availability
  hardware maintenance services to a nationwide customer base.
  
  The Merger
  
       Halifax acquired Microserv in a tax-free reorganization.  Prior to
  the closing of the Merger (the "Closing"), Halifax created a new wholly-
  owned corporation ("Corporate Sub") and a new limited liability company
  of which Halifax is the sole member ("LLC Sub").  At the Closing,
  Corporate Sub merged into Microserv in a statutory merger (with
  Microserv surviving such merger), and immediately thereafter, Microserv
  merged into LLC Sub in a statutory merger (with LLC Sub surviving such
  second merger).  The merger consideration received by the Microserv
  Shareholders is as follows:
  
       The amount of the merger consideration was determined through arms-
  length negotiations among the parties.  The cash portion of the merger
  consideration came from Halifax's cash flow from operations and the
  common stock, par value $0.24 per share (the "Common Stock"), was
  issued by Halifax from authorized but unissued shares.
  
       Common Stock.  The Microserv Shareholders received 442,078 shares
  of Common Stock on the date of Closing.
  
       Cash.  The Microserv Shareholders received an aggregate of
               $360,000 in cash.
  
       Notes.  The Microserv Shareholders received notes in an aggregate
  original principal amount of $493,934 (the "Notes").  All principal and
  any unpaid interest shall be due and payable 18 months after the
  Closing date, subject to certain set off rights of the Company.
  Interest shall accrue on principal at a rate of 5% per annum and shall
  be payable to each Microserv Shareholder quarterly in cash.
  
       The Notes are unsecured and in the event of a liquidation shall
  rank subordinate to Halifax's senior and subordinated debt; provided,
  however, that Halifax shall have the right and obligation to pay its
  obligations under the Notes to Microserv Shareholders as and when such
  obligations become due unless a default is declared under Halifax's
  senior and subordinated loan documents.  The Notes contain covenants,
  protective provisions, default provisions and remedies.  The full text
  of the form of Note is attached hereto as Exhibit 99.6.
  
       Reductions in merger consideration.  The merger consideration
  shall be reduced pursuant to the formula set forth in the Merger
  Agreement.
  
       As required, Halifax paid in full $1,200,000 of the $2,000,000
  portion of Halifax's debt to Research Industries Incorporated ("RII")
  which is convertible into equity securities of Halifax.  At least
  $400,000 of the remaining portion of the debt referenced in the
  preceding sentence shall be paid within thirty days of receipt by
  Halifax of certain additional funds to be received in the form of
  advance payment from a certain large customer of Halifax.
  
       Registration Rights and Right of First Offer.  Microserv
  Shareholders who acquired shares of the Common Stock in the Merger will
  have certain "demand" and "piggyback" registration rights, and will be
  subject to a twelve month prohibition on any transfers of Common Stock
  acquired in the Merger, which prohibition period may be extended under
  certain circumstances.  In addition, the Microserv Shareholders are
  required to provide the Company with a right of first offer to purchase
  the shares of Common Stock acquired in the Merger under certain
  circumstances.  The full text of the Registration Rights and Right of
  First Offer Agreement is attached hereto as Exhibit 99.2.
  
       Deferred Merger Consideration.  Microserv Shareholders may,
  subject to certain set-off rights of the Company, receive up to
  $250,000 of additional merger consideration (the "Deferred Merger
  Consideration") based on certain agreed upon Microserv accounts
  achieving net revenues (for the twelve month period beginning on
  September 1, 2003 and ending on August 31, 2004 (the "Earnout Period")
  of equal to or greater than 105% of an agreed upon revenue target.  If
  the Deferred Merger Consideration is earned as described above, such
  Deferred Merger Consideration shall be paid in cash or, subject to
  certain limitations, a combination of cash and Common Stock.
  
       Employees of Microserv.  Gary Lukowski and Jonathan Scott have
  entered into severance and restrictive covenant agreements with
  Halifax.  See "Employee Severance and Restrictive Covenant Agreements."
  
       Election of Director.  To the extent Microserv Shareholders
  continue to hold greater than 50% of the aggregate number of shares of
  Common Stock issued in connection with the Merger, Microserv
  Shareholders shall collectively have the right to nominate one member
  to Halifax's board of directors.  The Microserv Shareholders have
  designated Gerald F. Ryles (the "Microserv Nominee").  Halifax shall
  recommend, consistent with the fiduciary duties of its Board of
  Directors, such nominee to its shareholders and undertake its best
  efforts to secure the election of such nominee.  Certain shareholders
  of the Company have agreed to vote their shares of the Company in favor
  of such nominee.  The full text of the Voting Agreement is attached
  hereto as Exhibit 99.5.
  
       Representations, Warranties, Covenants and Indemnification.  The
  Merger Agreement contains customary representations, warranties,
  conditions, covenants, indemnification provisions and other agreements,
  including, without limitation, a general release of claims against
  Microserv from certain agreed upon Microserv Shareholders and holders
  of Microserv's options.
  
       Halifax's sole remedy, subject to certain agreed upon exceptions,
  with respect to indemnification claims made pursuant to the Merger
  Agreement is to (a) setoff any sums for which Halifax is entitled to
  indemnification thereunder against (i) first, up to $400,000 due under
  the Notes and (ii) second, payments of Deferred Merger Consideration
  and (b) under certain circumstances and subject to certain limitations,
  to require delivery to Halifax by Microserv Shareholders of shares of
  Common Stock issued in the transaction.  If any indemnification
  claim(s) for which Halifax is the indemnitee is pending at a time when
  Halifax is required to pay or deliver any such amounts due under the
  Notes and/or Deferred Merger Consideration, then Halifax shall have the
  right, upon notice to the Microserv Shareholders, to withhold from such
  payment or delivery, until final determination of such pending
  indemnification claim or claims the total amount for which the
  applicable Microserv Shareholder or Shareholders, as the case may be,
  may become liable as a result thereof, as determined by Halifax
  reasonably and in good faith.
  
       Interests of Persons in the Merger.  Except as described below,
  the Board of Directors and Officers of Microserv have no interest in
  the Merger other than as shareholders of Microserv.  The Board of
  Directors and officers of Microserv collectively owned approximately
  90% of the Microserv Common Stock (assuming the exercise of all options
  issued by Microserv).
  
       It is anticipated that following the completion of the Merger, the
  Halifax Board of Directors will be expanded to include the Microserv
  Nominee.  It is currently intended that Gerald Ryles will be the
  Microserv nominee.  From January, 1994 to January, 2001, Mr. Ryles was
  Chairman of the Board and Chief Executive Officer of Microserv.  From
  January, 2001 until the date hereof, Mr. Ryles has held the position of
  Chairman of the Board of Microserv.
  
       In addition, each of Gary Lukowski and Jonathan Scott, executive
  officers of Microserv, will be employed by the Company upon completion
  of the Merger.
  
       There was no other material relationship between Microserv or  the
  Microserv  Shareholders  and  Halifax,  its  affiliates,  directors  or
  officers or any associate of the Halifax directors or officers.
  
       Employee Severance and Restrictive Covenant Agreements.  Gary
  Lukowski and Jonathan Scott will be employed by the Company as of the
  date of the closing of the Mergers and shall have certain
  responsibility with respect to the continued operation of Microserv's
  business.  In connection with such employment, the Company will agree
  to pay such individuals severance in the event such employment is
  terminated (i) by the Company, for other than "Cause" (as such term is
  defined in applicable severance agreement) or death or disability, or
  (ii) by the applicable employee, for "Good Reason" (as defined in the
  applicable agreement).  In consideration for such employment and the
  severance benefits referenced above, such employees will be prohibited
  from (i) either competing with Microserv and the Company for their
  respective periods of employment plus a one year period thereafter (and
  in any event no earlier than two years after Closing) or soliciting the
  customers or employees of Microserv and the Company for the same
  period, and (ii) either disclosing confidential or proprietary
  information about Microserv or the Company or publishing disparaging
  remarks about them.  The full text of the Employee Severance and
  Restrictive Covenant Agreements are attached hereto as Exhibits 99.3
  and 99.4.
  
           General Release.  Each Microserv Shareholder has released
  Microserv, and Halifax, as successor in interest to Microserv, from any
  and all claims that such Microserv Shareholder has against Microserv.
  The full text of the General Release is attached hereto as Exhibit
  99.7.
  Item 7.  Financial Statements and Exhibits
  
       (a)  Financial Statements of business acquired.  Audited financial
  statements are not required pursuant to Rule 3-05(b)(2) of Regulation S-
  X as the company acquired does not meet the 20% tests set forth
  therein.
  
       (b)  Proforma Financial Information.
  
            The following proforma financial information will be
            filed within 75 days of the due date of this currrent report:
  
                 (i)  Consolidated Pro-Forma Statement of Operations for
                       year ended March 31, 2003.
  
                 (ii) Consolidated Pro-Forma Statement of Operations for
                      the three months ended June 30, 2003.
  
                 (iii)  Consolidated Pro-Forma Balance Sheet as of
                        June 30, 2003.
  (c)  Exhibits.
  
            The following exhibits are filed herewith:
  
  S-K Item
  Number                          Description
  
  32.1      Section 906 Certification
  
  32.2      Section 906 Cerfification
  
  99.1      Agreement and Plan of Merger, dated August 29, 2003 for
            the Acquisition of Microserv, Inc. by Halifax Corporation
  
  99.2      Registration Rights and Right of First Offer Agreement
            dated August 29, 2003
  
  99.3      Employee Severance and Restricted Covenant Agreement with
             Gary Lukowski dated August 29, 2003
  
  99.4      Employee Severance and Restricted Covenant Agreement with
            Jonathan Scott dated August 29, 2003
  
  99.5      Voting Agreement dated August 29, 2003
  
  99.6      Form of Note to Microserv Shareholders
  
  99.7      General Release dated August 29, 2003
  
  99.8      Press Release dated August 29, 2003 (Incorporated by
            reference from the Current Report on Form 8-K dated
            August 29, 2003)
  
  99.9      Proforma Financial Statements (to be filed by amendment)
  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:     9/12/03                  By:     /s/Joseph Sciacca
                                     Name:   Joseph Sciacca
                                     Title:  Chief Financial Officer:
  EXHIBIT INDEX
  
  S-K Item
  Number           Description
  
  32.1      Section 906 Certification
  
  32.2      Section 906 Cerfification
  
  99.1      Agreement and Plan of Merger, dated August 29, 2003 for
            the Acquisition of Microserv, Inc. by Halifax Corporation
  
  99.2      Registration Rights and Right of First Offer Agreement
            dated August 29, 2003
  
  99.3      Employee Severance and Restricted Covenant Agreement
            with Gary Lukowski dated August 29, 2003
  
  99.4      Employee Severance and Restricted Covenant Agreement with
            Jonathan Scott dated August 29, 2003
  
  99.5      Voting Agreement dated August 29, 2003
  
  99.6      Form of Note to Microserv Shareholders
  
  99.7      General Release dated August 29, 2003
  
  99.8      Press Release dated August 29, 2003 (Incorporated by
            reference from the Current Report on Form 8-K dated
            August 29, 2003)