content: <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
  <PAGE>
  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.
  <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:  June 15, 2000          By:  /s/Charles L. McNew
                                Charles L. McNew
                                President and Chief Executive
                                Officer
  
  <PAGE>
  <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)
  <PAGE>
  <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>
  
  <PAGE>
  
                                 Exhibits
  
  
  Exhibit 1    Stock Purchase Agreement
  
  Exhibit 2    Transition Agreement
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 9093}]
metadata_filer: {"company-data": {"conformed-name": "HALIFAX CORP", "cik": "0000720671", "assigned-sic": "7370", "irs-number": "540829246", "state-of-incorporation": "VA", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-08964", "film-number": "655380"}, "business-address": {"street1": "5250 CHEROKEE AVE", "city": "ALEXANDRIA", "state": "VA", "zip": "22312", "phone": "7037502202"}, "mail-address": {"street1": "5250 CHEROKEE AVENUE", "city": "ALEXANDRIA", "state": "VA", "zip": "22312"}, "former-company": {"former-conformed-name": "HALIFAX ENGINEERING INC/VA", "date-changed": "19911204"}}
text: 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
  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.
  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
  Halifax Corporation
  Pro-forma Balance Sheet as of December 31, 1999
  As Reported   Adjustments      Adjusted
                              (Unaudited)
  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
  All adjustments are related to the discontinuance of the operational
  outsourcing division (HTSI)
  Halifax Corporation
  Pro-forma Statement of Operations for the Nine months ended December
  31, 1999 and
  Year ended  March 31, 1999
  Nine months ended                       Year ended March 31, 1999
                              December 31, 1999
  
                    As Reported    Adjustments   Adjusted        Audited     Adjustments     Adjusted
                    (Unaudited)
  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
  Exhibits
  
  Exhibit 1    Stock Purchase Agreement
  
  Exhibit 2    Transition Agreement