UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K/A
 (AMENDMENT NO. 1)
  þ
    
    Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the fiscal year ended March 31, 2009
 or
 o
    
    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the transition period from  to
 Commission file Number 1-08964
 Halifax Corporation of Virginia
  Virginia
    
    54-0829246(State or other jurisdiction of
incorporation or
 organization)
    
    (IRS Employer Identification No.)5250 Cherokee Avenue, Alexandria, VA
    
    22312(Address of principal executive offices)
    
    (Zip Code)
 (703) 658-2400
 Common Stock, $.24 par value
    
    NYSE AMEX(title of each class)
    
    (Name of each exchange
on which registered)
  o þ
 o þ
 þ o
 o o
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Smaller reporting company þ
 o þ
  Class
    
    Outstanding as of July 28, 2009Common
    
    3,175,206
 DOCUMENTS INCORPORATED BY REFERENCE




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EXPLANATORY NOTE




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TABLE OF CONTENTS
 PagePART III
    
    
    1Item 10.
    
    Directors, Executive Officers and Corporate Governance
    
    
    1Item 11.
    
    Executive Compensation
    
    
    4Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
    
    
    10Item 13.
    
    Certain Relationships and Related Transactions, and Director
Independence
    
    
    12Item 14.
    
    Principal Accounting Fees and Services
    
    
    13PART IV
    
    
    14Item 15.
    
    Exhibits, Financial Statement Schedules
    
    
    14SIGNATURES
    
    
    17




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Forward-Looking Statements




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PART III
 Item 10. Directors, Executive Officers and Corporate Governance
  Director
    
    Age
    
    Date First Elected
    
    Principal Occupation and Employment; Other BackgroundJohn H. Grover
    
    
    81
    
    
    
    1984
    
    
    John H. Grover is the Chairman of our Board of
Directors. From December 2002 until its liquidation
in December 2003, Mr. Grover served as President of
Research Industries Incorporated, a private
investment company. He served as Executive Vice
President, Treasurer and director of Research
Industries Incorporated from 1968 until June 2003,
and as a director of TransTechnology Corporation, an
aerospace engineering company, from 1969 to 1992. He
has been a general partner of Grofam, L.P., an
investment company, for over 10 years. In addition,
he presently serves as a director of Westgate
Partners, Inc., a real estate investment company,
World Resources Co., a recycling company, Parkgate
Group, LLC, a real estate investment company,
Aviation Facilities Company, Inc., a real estate
investment company, and Nano-C, Inc., a chemical
manufacturing company.Thomas L. Hewitt
    
    
    70
    
    
    
    2000
    
    
    Thomas L. Hewitt has served as Chief Executive
Officer of Global Governments LLC, a consulting
firm, since June 2000. He founded Federal Sources,
Inc., a market research and consulting firm, in
December 1984, and served as Federal Sources, Inc.s
Chief Executive Officer until the sale of Federal
Sources, Inc. in 2000. Prior to founding Federal
Sources, Inc., Mr. Hewitt served as a Senior Vice
President of Kentron, an information technology
professional services company acquired by Planning
Resource Corporation, a government IT service
company, and held several senior level positions at
Computer Science Corporation, an information
technology systems integration company, including
President of the Infonet Government Systems Division
and Vice President of Program Development of the
Systems Group. Mr. Hewitt is currently a director of
GTSI Corp., a reseller of software and hardware.Charles L. McNew
    
    
    57
    
    
    
    2000
    
    
    Charles L. McNew joined the Company in July 1999 and
was appointed President and Chief Executive Officer
in May 2000. He was the Companys acting President
and Chief Executive Officer from April 2000 to May
2000 and prior to that was its Executive Vice
President and Chief Financial Officer. Prior to
joining the Company, from July 1994 through July
1999, Mr. McNew was Chief Financial Officer and
later Chief Operating Officer of Numerex
Corporation, a publicly traded wireless
telecommunications solutions company. Mr. McNew
serves as a member of the Board of Directors of the
Services Industry Association, a trade association.Arch C. Scurlock, Jr
    
    
    62
    
    
    
    2003
    
    
    Arch C. Scurlock, Jr. has served as a financial
analyst consultant since June 2003. Prior to such
time, he served as Vice President of Research
Industries Incorporated from 1987 until December
2003 and as a director of Research Industries
Incorporated from 1983
 1




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Director
    
    Age
    
    Date First Elected
    
    Principal Occupation and Employment; Other Backgrounduntil December 2003. From
1977 to 1987, Mr. Scurlock was a chemical engineer
at Atlantic Research Corporation, a government
research company.John M. Toups
    
    
    83
    
    
    
    1993
    
    
    John M. Toups currently serves as a director of GTSI
Corp. and NVR, Inc., a residential construction
company. Mr. Toups is on the board of Willdan
Group, Inc., an engineering company located in
California, a position he has held since 2007. Mr.
Toups served as President and Chief Executive
Officer of Planning Resource Corporation, an
engineering and services company, from 1978 to 1987.
Prior to that he served in various executive
positions with Planning Reserve Corporation. For a
short period of time in 1990, he served as interim
Chairman of the Board of Directors and Chief
Executive Officer of the National Bank of Washington
and Washington Bancorp.Daniel R. Young
    
    
    75
    
    
    
    2001
    
    
    Daniel R. Young has served as a managing partner for
The Turnberry Group, an advisory practice to chief
executive officers and other senior executives,
since October 2000. He also serves as a director of
GTSI Corp. and NCI, Inc., an information technology
systems engineer and integration company. Mr. Young
was formerly Vice Chairman and Chief Executive
Officer of Federal Data Corporation, a government IT
service company, until 2000. He joined Federal Data
Corporation in 1976 as the Executive Vice President,
and in 1985 was elected President and Chief
Operating Officer. Following the 1995 acquisition of
Federal Data Corporation by The Carlyle Group, a
private investment group, Mr. Young assumed the
position of President and Chief Executive Officer.
In 1998, he was elected Vice Chairman of the Board
of Directors. Before joining Federal Data
Corporation, Mr. Young was an executive of Data
Transmission Company, an information technology
company. He ultimately became Executive Vice
President of Data Transmission Company, and, prior
to that, held various engineering, sales and
management positions at Texas Instruments, Inc., a
computer equipment manufacturer. He also served in
the U.S. Navy as a sea officer.Donald M. Ervine
    
    
    74
    
    
    
    2009
    
    
    Donald M. Ervine has served as Chairman of the Board
of Directors of VSE Corporation, a company that
provides diversified engineering and technical
support services (VSE), since April 22, 2008.
Prior thereto, he served as Chairman of the Board
and Chief Executive Officer of VSE from 1992 to 2008
and in various other capacities since he joined VSE
in 1983. Mr. Ervine completed a distinguished
27-year career of military service in 1983,
including 24 years active-duty in the U.S. Navy
achieving the rank of Captain. Mr. Ervine holds a
Bachelors degree in Business Management from West
Virginia Institute of Technology and a Masters
degree in International Affairs from George
Washington University. He is also a graduate of the
Naval War College and the Industrial College of the
Armed Forces
  2




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Code of Conduct and Ethics
  Audit Committee and Audit Committee Financial Expert
  Section 16(a) Beneficial Ownership Reporting Compliance
  3




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Item 11. Executive Compensation
 Fiscal 2009 Summary Compensation Table
  Option
    
    All OtherSalary
    
    
    
    
    
    Awards
    
    CompensationName and Principal Position
    
    Year
    
    ($)
    
    Bonus
    
    ($) (1)
    
    ($)
    
    TotalCharles L. McNew
    
    
    2009
    
    
    $
    230,863
    
    
    $
    24,000
    
    
    $
    
    
    
    $
    5,356
    (2)
    
    $
    260,219President and Chief
    
    
    2008
    
    
    $
    253,078
    
    
    $
    
    
    
    $
    
    
    
    $
    7,662
    (3)
    
    $
    267,137Executive Officer
    
    
    2007
    
    
    $
    263,390
    
    
    $
    
    
    
    $
    6,397
    
    
    $
    8,201
    (4)
    
    $
    274,988Joseph Sciacca
    
    
    2009
    
    
    $
    151,668
    
    
    $
    14,000
    
    
    $
    
    
    
    $
    10,567
    (2)
    
    $
    176,235Vice President of Finance
    
    
    2008
    
    
    $
    165,516
    
    
    $
    
    
    
    $
    
    
    
    $
    12,117
    (3)
    
    $
    181,105and Chief Financial Officer
    
    
    2007
    
    
    $
    171,448
    
    
    $
    
    
    
    $
    3,472
    
    
    $
    12,004
    (4)
    
    $
    186,924Hugh M. Foley
    
    
    2009
    
    
    $
    139,348
    
    
    $
    8,000
    
    
    $
    
    
    
    $
    3,820
    (2)
    
    $
    151,168Vice President, Operations
    
    
    2008
    
    
    $
    153,269
    
    
    $
    
    
    
    $
    
    
    
    $
    5,235
    (3)
    
    $
    161,0622007
    
    
    $
    161,696
    
    
    $
    
    
    
    $
    2,588
    
    
    $
    5,381
    (4)
    
    $
    169,665Douglas H. Reece
    
    
    2009
    
    
    $
    138,363
    
    
    $
    11,000
    
    
    $
    
    
    
    $
    10,332
    (2)
    
    $
    159,695Vice President, Sales and
    
    
    2008
    
    
    $
    150,390
    
    
    $
    
    
    
    $
    
    
    
    $
    10,707
    (3)
    
    $
    162,317Marketing
    
    
    2007
    
    
    $
    157,085
    
    
    $
    
    
    
    $
    1,220
    
    
    $
    11,422
    (4)
    
    $
    169,727
 
 (1)
    
    Represents the dollar amount recognized for financial reporting purposes with respect to the
2008 and 2007 fiscal years for the fair value of stock options granted to each named executive
officer in accordance with SFAS 123R. These amounts were calculated using the Black Sholes
option-pricing model based on the following assumptions: an expected volatility of 49.99%, an
expected term to exercise of 6.25 years and an interest rate of 4.94%, and disregarding the
estimate of forfeitures related to service-based vesting conditions. These amounts reflect our
accounting expense related to awards granted in and prior to the 2007 fiscal year or prior to
2008 fiscal year, as applicable, and do not correspond to the actual value that will be
recognized by each named executive officer.(2)
    
    Amounts in this column include: contributions to the 401(k) plans of Messrs. McNew, Sciacca,
Foley and Reece in the amounts of $182, $119, $110 and $43, respectively; contributions to the
heath insurance premiums of Messrs. McNew, Sciacca, Foley and Reece in the amounts of $174,
$10,448, $3,710 and $10,289, respectively; and a $5,000 automobile allowance granted to Mr.
McNew.(3)
    
    Amounts in this column include: contributions to the 401(k) plans of Messrs. McNew, Sciacca,
Foley and Reece in the amounts of $2,530, $1,665, $1,553 and $410, respectively; contributions
to the heath insurance premiums of Messrs. McNew, Sciacca, Foley and Reece in the amounts of
$132, $10,452, $3,702 and $10,297, respectively; and a $5,000 automobile allowance granted to
Mr. McNew.(4)
    
    Amounts in this column include: contributions to the 401(k) plans of Messrs. McNew, Sciacca,
Foley and Reece in the amounts of $2,330, $1,667, $1,551 and $1,124, respectively;
contributions to the heath insurance premiums of Messrs. McNew, Sciacca, Foley and Reece in
the amounts of $871, $10,337, $3,830 and $10,298, respectively; and a $5,000 automobile
allowance granted to Mr. McNew.  4




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Grants of Plan-Based Awards In Fiscal 2009
  Option Exercises and Stock Vested in Fiscal Year 2009
  Outstanding Equity Awards at 2009 Fiscal Year End
  Option AwardsNumber of
    
    Number ofSecurities
    
    SecuritiesUnderlying
    
    UnderlyingUnexercised
    
    UnexercisedOptions
    
    Options
    
    Option
    
    Option(#)
    
    (#)
    
    Exercise
    
    ExpirationName
    
    Exercisable
    
    Unexercisable(1)
    
    Price
    
    DateCharles L. McNew
    
    
    45,000
    
    
    
    
    
    
    $
    5.75
    
    
    
    10/2/200925,000
    
    
    
    
    
    
    
    5.50
    
    
    
    5/16/201025,000
    
    
    
    
    
    
    
    4.05
    
    
    
    3/17/201210,000
    
    
    
    
    
    
    
    3.10
    
    
    
    3/17/201325,000
    
    
    
    
    
    
    
    4.45
    
    
    
    4/21/20145,000
    
    
    
    
    
    
    
    3.40
    
    
    
    9/7/20153,000
    
    
    
    12,000
    
    
    
    3.00
    
    
    
    7/21/2016Joseph Sciacca
    
    
    10,000
    
    
    
    
    
    
    $
    5.50
    
    
    
    12/3/200915,000
    
    
    
    
    
    
    
    5.50
    
    
    
    5/16/201010,000
    
    
    
    
    
    
    
    5.50
    
    
    
    5/16/201010,000
    
    
    
    
    
    
    
    4.05
    
    
    
    3/17/20126,000
    
    
    
    
    
    
    
    3.10
    
    
    
    3/17/201310,000
    
    
    
    
    
    
    
    4.45
    
    
    
    4/21/20145,000
    
    
    
    
    
    
    
    3.40
    
    
    
    9/7/20151,500
    
    
    
    6,000
    
    
    
    3.00
    
    
    
    7/21/2016Hugh M. Foley
    
    
    10,000
    
    
    
    
    
    
    $
    7.56
    
    
    
    2/28/20102,500
    
    
    
    
    
    
    
    4.05
    
    
    
    3/17/20125,000
    
    
    
    
    
    
    
    3.10
    
    
    
    3/17/201312,500
    
    
    
    
    
    
    
    4.45
    
    
    
    4/21/20145,000
    
    
    
    
    
    
    
    3.40
    
    
    
    9/7/20151,000
    
    
    
    4,000
    
    
    
    3.00
    
    
    
    7/21/2016
 5




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Option AwardsNumber of
    
    Number ofSecurities
    
    SecuritiesUnderlying
    
    UnderlyingUnexercised
    
    UnexercisedOptions
    
    Options
    
    Option
    
    Option(#)
    
    (#)
    
    Exercise
    
    ExpirationName
    
    Exercisable
    
    Unexercisable(1)
    
    Price
    
    DateDouglas H. Reece
    
    
    2,500
    
    
    
    
    
    
    $
    3.00
    
    
    
    12/4/2011500
    
    
    
    
    
    
    
    4.05
    
    
    
    3/17/20122,500
    
    
    
    
    
    
    
    5.02
    
    
    
    9/14/20145,000
    
    
    
    
    
    
    
    3.40
    
    
    
    9/7/20151,000
    
    
    
    4,000
    
    
    
    3.00
    
    
    
    7/21/2016
 
 (1)
    
    All unvested options to purchase common stock vest at a rate of 20% of the initial
award each year on each anniversary of the date of grant, July 21, 2006. Potential Payments Upon Termination or Change-in-Control
 Severance Agreement with Mr. McNew
  Termination for Any Reason Other Than in Connection with an Excluded Circumstance.
 Termination in Connection with a Change of Control Disposition.
  General Requirements.
 6




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Termination/Separation Agreement with Joseph Sciacca.
     Termination/Separation Agreements with Mr. Foley and Mr. Reece.
    2005 Stock Option and Stock Incentive Plan
  7




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1994 Key Employee Stock Option Plan
    8




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Fiscal 2009 Director Compensation
  Fees earned
    
    Optionor paid
    
    Awardsin cash
    
    ($)
    
    TotalName
    
    ($)
    
    (1)(2)(3)(4)
    
    ($)John H. Grover
Chairman of the Board
    
    $
    1,600
    
    
    $
    598
    
    
    $
    2,198Thomas L. Hewitt
Director
    
    
    1,600
    
    
    
    598
    
    
    
    2,198Gerald F. Ryles
Director
    
    
    1,600
    
    
    
    598
    
    
    
    2,198Arch C.
Scurlock, Jr.
Director
    
    
    1,600
    
    
    
    598
    
    
    
    2,198John M. Toups
Director
    
    
    1,600
    
    
    
    598
    
    
    
    2,198Daniel R. Young
Director
    
    
    1,600
    
    
    
    598
    
    
    
    2,198
 
 (1)
    
    As of March 31, 2009, the following represented the aggregate number of shares of common
stock issuable upon the exercise of outstanding options granted to each of the above named
directors: (i) Mr. Grover  15,500; (ii) Mr. Hewitt  18,500; (iii) Mr. Scurlock  9,100;
(iv) Mr. Toups  15,500; and (vi) Mr. Young  14,500.(2)
    
    This column represents the dollar amount recognized for financial reporting purposes with
respect to the 2009 fiscal year for the fair value of stock options granted to each director
in accordance with SFAS 123R. These amounts were calculated using the Black Sholes
option-pricing model based on the following assumptions: an expected volatility of 49.00% to
84.35%, an expected term to exercise of 5.5 to 6.25 years and an interest rate of 2.8% to
4.94% and disregarding the estimate of forfeitures related to service-based vesting
conditions. These amounts reflect our accounting expense related to awards granted in and
prior to the 2009 fiscal year, as applicable, and do not correspond to the actual value that
will be recognized by each director.(3)
    
    On September 10, 2008 the above named directors were each issued options to purchase 2,000
shares of the Companys common stock at $0.66 per share. The options vest in full one year
from the grant date.(4)
    
    On March 26, 2009, the above named directors were each issued options to purchase 2,000
shares of the Companys common stock at $0.32 per share. The options vest in 5 equal
installments over a five year period commencing on the first anniversary of the date of grant. Director Compensation Description
    9




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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
  Amount and Natureof BeneficialName and Address of Beneficial Owner
    
    Ownership
    
    Percent of ClassNancy M. Scurlock
    
    
    396,045
    (1)
    
    
    12.5
    %10575 NW Skyline Boulevard
Portland, OR 97231The Arch C. Scurlock Childrens Trust
    
    
    396,045
    (2)
    
    
    12.5
    %c/o Ms. Kelly Thompson
46 S. Glebe Rd. #200
Arlington, VA 22204Gary M. Lukowski
    
    
    157,773
    (3)
    
    
    5.0
    %11321 NE 120th Street
Kirkland, WA 98034Jai N. Gupta,
    
    
    173,955
    (4)
    
    
    5.5
    %Shashi A. Gupta and RSSJ Associates LLC
1173 Dolly Madison Blvd.
McLean, VA 22101Chester M. Arnold
    
    
    227,356
    (5)
    
    
    7.16
    %40 Fair winds Drive
Osterville, MA 02655John H. Grover
    
    
    58,285
    (6)
    
    
    1.8
    %John M. Toups
    
    
    44,431
    (7)
    
    
    1.4
    %Thomas L. Hewitt
    
    
    42,331
    (8)
    
    
    1.3
    %Arch C. Scurlock, Jr.
    
    
    28,250
    (9)
    
    
    *Daniel R. Young
    
    
    38,831
    (10)
    
    
    1.2
    %Charles L. McNew
    
    
    176,831
    (11)
    
    
    5.3
    %Joseph Sciacca
    
    
    99,909
    (12)
    
    
    3.1
    %Hugh M. Foley
    
    
    50,165
    (13)
    
    
    1.6
    %
 10




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##### 



Amount and Natureof BeneficialName and Address of Beneficial Owner
    
    Ownership
    
    Percent of ClassDouglas H. Reece
    
    
    13,500
    (14)
    
    
    *Directors and officers as a group (9 persons)
    
    
    553,433
    (15)
    
    
    15.7
    %
 
 *
    
    Less than 1%.(1)
    
    Represents 392,961 shares held directly, as well as 3,083.5 shares subject to options granted
pursuant to the Non-Employee Directors Stock Option Plan, which are exercisable within 60 days
of September 30, 2008.(2)
    
    Represents 392,961 shares held directly, as well as 3,083.5 shares subject to options
granted pursuant to the Non-Employer Directors Stock Option Plan, which are exercisable within
60 days of September 30, 2008. Arch C. Scurlock, Jr., our director, is a trustee and
beneficiary of this trust. Additionally, John H. Grover, our director, is a trustee of this
trust. Messrs. Scurlock and Grover disclaim beneficial ownership of the shares beneficially
owned by the trust because they do not have voting or investment control in accordance with
rules and regulations promulgated under the Exchange Act.(3)
    
    Based on a Schedule 13D filed with the SEC on September 9, 2003, in which Mr. Lukowski, our
former employee, reported sole voting and dispositive power over 157,773 shares held directly.(4)
    
    Based on a Schedule 13D/A filed with the SEC on September 8, 2003 by Jai N. Gupta, Shashi A.
Gupta and RSSJ Associates LLC. Represents 121,655 shares held directly by RSSJ Associates LLC
and 52,300 shares held directly by Jai M. Gupta. Mr. and Mrs. Gupta are the sole owners of
RSSJ Associates LLC and, as a result, are deemed to beneficially own 173,955 shares held
directly by RSSJ Associates LLC.(5)
    
    Based on an amended report on Schedule 13G/A filed with the SEC on February 13, 2009 by
Chester M. Arnold. Represents 177,356 shares held directly by Mr. Arnold with sole voting and
dispositive power and 50,000 shares held by Mr. Arnolds wife, over which Mr. Arnold disclaims
beneficial ownership.(6)
    
    Represents 1,500 shares held by the John H. Grover Revocable Trust, 41,285 shares owned by
Grofam, L.P. and 15,500 shares subject to options granted pursuant the Non-Employee Directors
Stock Option Plan and 2005 Stock Option and Stock Incentive Plan, which are exercisable within
60 days of July 28, 2009. Excludes shares held by The Arch C. Scurlock Childrens Trust, of
which Mr. Grover serves as trustee (see note 2 above).(7)
    
    Represents 28,931 shares held directly as well as 15,500 shares subject to options granted
pursuant to the Non-Employee Directors Stock Option Plan and 2005 Stock Option and Stock
Incentive Plan, which are exercisable within 60 days of July 28, 2009.(8)
    
    Represents 24,331 shares held by the Hewitt Family, LLC and 18,500 shares subject to options
granted pursuant to the Non-Employee Directors Stock Option Plan and 2005 Stock Option and
Stock Incentive Plan, which are exercisable within 60 days of July 28, 2009.(9)
    
    Represents 17,150 shares held directly and 11,500 shares subject to options granted pursuant
to the Non-Employee Directors Stock Option Plan and 2005 Stock Option and Stock Incentive
Plan, which are exercisable within 60 days of July 28, 2009. Excludes shares held by The Arch
C. Scurlock Childrens Trust, of which Mr. Scurlock serves as a trustee and is a beneficiary
(see note 2 above).(10)
    
    Represents 24,331 shares held directly as well as 14,500 shares subject to options granted
pursuant to the Non-Employee Directors Stock Option Plan and 2005 Stock Option and Stock
Incentive Plan, which are exercisable within 60 days of July 28, 2009.(11)
    
    Represents 8,500 shares held directly, 24,331 shares held indirectly by a trust for a
retirement account, 144,000 shares subject to options granted pursuant to the 1994 Key
Employee Stock Option Plan and 2005 Stock Option and Stock Incentive Plan, which are
exercisable within 60 days of July 28, 2009.(12)
    
    Represents 9,925 shares held directly, 19,484 shares held indirectly by a trust for a
retirement account, 70,500 shares subject to options granted pursuant to the 1994 Key Employee
Stock Option Plan and 2005 Stock Option and Stock Incentive Plan, which are exercisable within
60 days of July 28, 2009.(13)
    
    Represents 12,165 shares held indirectly by a trust for a retirement account, as well as
38,000 shares subject to options granted pursuant to the 1994 Key Employee Stock Option Plan
and 2005 Stock Option and Stock Incentive Plan, which are exercisable within 60 days of July
28, 2009.(14)
    
    Represents 13,500 shares subject to options granted pursuant to the 1994 Key Employee Stock
Option Plan and 2005 Stock Option and Stock Incentive Plan, which are exercisable within 60
days of July 28, 2009.(15)
    
    Represents 90,337 shares held directly, 121,596 shares held indirectly, 341,500 shares
subject to options granted pursuant to the 1994 Key Employee Stock Option Plan and the 2005
Stock Option and Stock Incentive Plan, which are exercisable within 60 days of July 28, 2009. 11




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##### 



Item 13. Certain Relationships and Related Transactions, and Director Independence
 Transactions with Related Persons
    Independence of Directors
  12




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##### 



Item 14. Principal Accounting Fees and Services
  2009
    
    2008Audit Fees
    
    $
    230,899
    
    
    $
    227,611Audit Related Fees
    
    
    
    
    
    
    Tax Fees
    
    
    
    
    
    
    All Other Fees
    
    
    
    
    
    
    Total
    
    $
    230,899
    
    
    $
    227,611
  Audit Fees.
 Audit-Related Fees.
 Tax Fees
 All Other Fees
 Pre-Approval Policies and Procedures
   13




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##### 



PART IV
 Item 15. Exhibits, Financial Statement Schedules
  Exhibits
 2.3
    
    Asset Purchase Agreement by and among Halifax Corporation, Indus Acquisition, LLC and Indus Corporation
dated as of June 30, 2005. (Schedules and exhibits are omitted pursuant to Regulation S-K, Item
601(b)(2); Halifax agrees to furnish supplementally a copy of such schedules and/or exhibits to the
Securities and Exchange Commission upon request). (Incorporated by reference to Exhibit 2.4 to form 10-K
for the year ended March 31, 2005.)3.1
    
    Articles of Incorporation, as amended. ( Incorporated by reference from Exhibit 31.1 to the Form 10-K
for the year ended March 31, 2008.)3.2
    
    By-laws, as amended (Incorporated by reference to Exhibit 3.2 to Form 10-K for the year ended March 31,
2004.)4.1
    
    Research Industries Incorporated Promissory Note dated November 2, 1998. (Incorporated by reference to
Exhibit 4.13 to Form 10-K for the year ended March 31, 2002.)4.2
    
    Research Industries Incorporated Promissory Note dated November 5, 1998. (Incorporated by reference to
Exhibit 4.13 to Form 10-K for the year ended March 31, 2002.)4.3
    
    Form of 5% note issued to Microserv Shareholders (Incorporated by Reference to Exhibit 99.6 to Form 8-K
dated August 29, 2003.)10.1
    
    1994 Key Employee Stock Option Plan. (Incorporated by reference to Exhibit 10.3 to Form 10-K for the
year ended March 31, 1995).10.2
    
    Charles L. McNew Executive Severance Agreement dated May 8, 2000. (Incorporated by reference to Exhibit
10.7 to Form 10-K for the year ended March 31, 2000.)10.3
    
    Charles L. McNew Executive Severance Agreement, dated March 31, 2001. (Incorporated by reference to
Exhibit 10.8 to Form 10-K for the year ended March 31, 2001.)10.31
    
    Joseph Sciacca, Executive Severance Agreement, dated May 13, 2009. (Incorporated by reference to Form
8-K dated May 13, 2009.)10.4
    
    Severance Agreement of Joseph Sciacca, dated May 10, 2000. (Incorporated by reference to Exhibit 10.9 to
Form 10-Q for the quarter ended September 30, 2001.)10.5
    
    Charles L. McNew Executive Severance Agreement, dated March 31, 2003. (Incorporated by reference to
Exhibit 10.5 to the Companys Annual Report on Form 10-K for the fiscal year ended March 31, 2007.)10.6
    
    Non-Employee Director Stock Option Plan dated September 19, 1997. (Incorporated by reference to Exhibit
10.13 to Form 10-K for the year ended March 31, 2002.)10.7
    
    Severance Agreement of Hugh Foley, dated January 17, 2003. (Incorporated by reference to Exhibit 10.14
to Form 10-K for the year ended March 31, 2003.)10.8
    
    Registration Rights and First Offer Agreement dated August 29, 2003. (Incorporated by reference to
Exhibit 99.2 to Form 8-K dated August 29, 2003.)10.9
    
    Employee Severance and Restricted Covenant Agreement with Jonathan Scott, dated August 29, 2003.
(Incorporated by reference to Exhibit 99.4 to Form 8-K dated August 29, 2003.)10.10
    
    Voting Agreement, dated August 29, 2003 between Microserv, Inc. and certain shareholders of Halifax
Corporation. (Incorporated by reference to Exhibit 99.5 to Form 8-K dated August 29, 2003.)
 14




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##### 



10.11
    
    Amended and Restated Banking Agreement by and between the Company, Halifax Engineering, Inc., Microserv
LLC, and Halifax AlphaNational Acquisition, Inc and Provident Bank dated November 8, 2004. (Incorporated
by reference to Exhibit 10.1 to Form 10-Q for quarter ended September 30, 2004.)10.12
    
    Registration Rights Agreement among the Company and L. L. Whiteside, Charles A. Harper, Morris Horn and
Dan Lane dated September 30, 2004. (Incorporated by reference to Exhibit 10.2 to Form 10-Q for quarter
ended September 30, 2004.)10.13
    
    Employee Severance and Restrictive Covenant Agreement between the Company and L.L. Whiteside dated
September 30, 2004. (Incorporated by reference to Exhibit 10.3 to Form 10-Q for quarter ended September
30, 2004.)10.14
    
    Summary Term Sheet of Director Fees and Officer Compensation.*10.15
    
    2005 Stock Option and Stock Incentive Plan. (Incorporated by reference to Appendix A to the definitive
proxy statement on Schedule 14A filed with the Securities and Exchange Commission on July 29, 2005.)10.16
    
    Modification to Contract VA-844 between the Commonwealth of Virginia and Halifax Corporation.
(Incorporated by reference to Exhibit 10.18 to Form 10-Q for the Quarter ended September 30, 2005.)10.17
    
    Solutions Engagement Agreement between International Business Machines Corporation and Halifax
Corporation dated as of March 18, 2002. (Incorporated by reference to Exhibit 10 to the form 10-Q for
the quarter ended December 31, 2005.10.18
    
    Amendment to 8% Promissory Notes dated October 8, 1998, October 13, 1998, November 2, 1998 and November
5, 2005 held by Nancy M. Scurlock. (Incorporated by reference to Exhibit 4.10 to Form 10-K for the year
ended March 31, 2005.)10.19
    
    Amendment to 8% Promissory Notes dated October 8, 1998, October 13, 1998, November 2, 1998 and November
5, 2005 held by The Arch C. Scurlock Childrens Trust, dated December 9, 2003. (Incorporated by
reference to Exhibit 4.11 to Form 10-K for the year ended March 31, 2005.)10.20
    
    Amendment to 8% Promissory Notes dated October 8, 1998, October 13, 1998, November 2, 1998 and November
5, 2005 held by Nancy M. Scurlock, dated June 29, 2007. (Incorporated by reference to Exhibit 10.4 to
Form 8-K, filed on July 3, 2007)10.21
    
    Amendment to 8% Promissory Notes dated October 8, 1998, October 13, 1998, November 2, 1998 and November
5, 2005 held by The Arch C. Scurlock Childrens Trust, dated June 29, 2007. (Incorporated by reference
to Exhibit 10.3 to Form 8-K, dated July 3, 2007)10.22
    
    Fourth Amended and Restated Loan and Security Agreement dated as of 29th day of June, 2006 by
and between Halifax Corporation, Halifax Engineering, Inc., Microserv LLC and Halifax AlphaNational
Acquisition, Inc. and Provident Bank and related documents. (Incorporated by reference to Exhibit 10.1
to Form 8-K, dated July 3, 2007)10.23
    
    Letter Agreement, dated June 28, 2007, by and among the Company, Halifax Engineering, Inc., Microserv
LLC, Halifax AlphaNational Acquisition, Inc. and Provident Bank. (incorporated by reference to Exhibit
10.2 to the Companys Current Report on Form 8-K filed on July 3, 2007)10.24
    
    First Amendment and Waiver dated November 13, 2007 (incorporated by reference to exhibit 10 to the
Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2007)10.25
    
    Second Amendment and Waiver dated as of January 31, 2008 among Halifax Corporation of Virginia, Halifax
Engineering, Inc., Microserv LLC, Halifax Alphanational Acquisition, Inc. and Provident Bank
(incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on February
8, 2008)10.26
    
    Promissory Note (Auxiliary Revolver Facility) dated January 31, 2008 (incorporated by reference to
Exhibit 10.2 to the Companys Current Report on Form 8-K filed on February 8, 2008)10.27
    
    Promissory Note (Revolving Line of Credit) dated January 31, 2008 (incorporated by reference to Exhibit
10.28 to the Companys Current Report on Form 8-K filed on February 8, 2008)
 15




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##### 



10.28
    
    Settlement Agreement and Release dated February 4, 2008 by and among Halifax Corporation of Virginia,
INDUS Corporation and INDUS Secure Network Solutions, LLC (incorporated by reference to Exhibit 10.4 to
the Companys Current Report on Form 8-K filed on February 8, 2008)10.29
    
    Third Amendment and Waiver dated as of April 30, 2008 among Halifax Corporation of Virginia, Halifax
Engineering, Inc., Microserv LLC, Halifax Alphanational Acquisition, Inc. and Provident Bank
(incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on May 6,
2008)10.30
    
    Third Amendment and Waiver dated as of April 30, 2008 among Halifax Corporation of Virginia, Halifax
Engineering, Inc., Microserv LLC, Halifax Alphanational Acquisition, Inc. and Provident Bank.
(incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on May 6,
2008)10.31
    
    Loan and Security Agreement with Textron Financial Corporation (incorporated by reference to Exhibit
10.1 to the Companys Current Report on Form 8-K filed on July 9, 2008)10.32
    
    Amended and Restated Severance Arrangement between Halifax Corporation of Virginia and Joseph Sciacca
dated as of May 13, 2009. (incorporated by reference to Exhibit 10.01 to the Companys Current Report on
Form 8-K filed on May 13, 2009)10.33
    
    Business Loan Agreement and Commercial Security Agreement by and between Halifax Corporation of Virginia
with Sonabank, NA. (incorporated by reference to Exhibit 10.1 And 10.2 of the Form 8K dated June 15,
2009.10.34
    
    Extension of Scurlock notes to July 15, 2010.*21.1
    
    Subsidiaries of the registrant.*23.1
    
    Independent Registered Public Accounting Firm Consent*31.1
    
    Certification of Charles L. McNew, Principal Executive Officer, of Halifax Corporation dated July 29,
2009.31.2
    
    Certification of Joseph Sciacca, Principal Financial Officer, of Halifax Corporation dated July 29, 2009.32.1
    
    Certification of Charles L. McNew, Principal Executive Officer, of Halifax Corporation dated June 30,
2009 pursuant to 18 U.S.C. Section 1350.*32.2
    
    Certification of Joseph Sciacca, Principal Financial Officer, of Halifax Corporation dated June 30, 2009
pursuant to 18 U.S.C. Section 1350.*
 
 *
    
    Previously filed in our Annual Report on Form 10-K for the year ended March 31, 2009. 16




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##### 



SIGNATURES
  HALIFAX CORPORATION OF VIRGINIABy:
    /s/ Charles L. McNewCharles L. McNewPresident and Chief Executive Officer  17




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##### 



EXHIBIT INDEX
 2.3
    
    Asset Purchase Agreement by and among Halifax Corporation, Indus Acquisition, LLC and Indus Corporation
dated as of June 30, 2005. (Schedules and exhibits are omitted pursuant to Regulation S-K, Item
601(b)(2); Halifax agrees to furnish supplementally a copy of such schedules and/or exhibits to the
Securities and Exchange Commission upon request). (Incorporated by reference to Exhibit 2.4 to form 10-K
for the year ended March 31, 2005.)3.1
    
    Articles of Incorporation, as amended. ( Incorporated by reference from Exhibit 31.1 to the Form 10-K
for the year ended March 31, 2008.)3.2
    
    By-laws, as amended (Incorporated by reference to Exhibit 3.2 to Form 10-K for the year ended March 31,
2004.)4.1
    
    Research Industries Incorporated Promissory Note dated November 2, 1998. (Incorporated by reference to
Exhibit 4.13 to Form 10-K for the year ended March 31, 2002.)4.2
    
    Research Industries Incorporated Promissory Note dated November 5, 1998. (Incorporated by reference to
Exhibit 4.13 to Form 10-K for the year ended March 31, 2002.)4.3
    
    Form of 5% note issued to Microserv Shareholders (Incorporated by Reference to Exhibit 99.6 to Form 8-K
dated August 29, 2003.)10.1
    
    1994 Key Employee Stock Option Plan. (Incorporated by reference to Exhibit 10.3 to Form 10-K for the
year ended March 31, 1995).10.2
    
    Charles L. McNew Executive Severance Agreement dated May 8, 2000. (Incorporated by reference to Exhibit
10.7 to Form 10-K for the year ended March 31, 2000.)10.3
    
    Charles L. McNew Executive Severance Agreement, dated March 31, 2001. (Incorporated by reference to
Exhibit 10.8 to Form 10-K for the year ended March 31, 2001.)10.31
    
    Joseph Sciacca, Executive Severance Agreement, dated May 13, 2009. (Incorporated by reference to Form
8-K dated May 13, 2009.)10.4
    
    Severance Agreement of Joseph Sciacca, dated May 10, 2000. (Incorporated by reference to Exhibit 10.9 to
Form 10-Q for the quarter ended September 30, 2001.)10.5
    
    Charles L. McNew Executive Severance Agreement, dated March 31, 2003. (Incorporated by reference to
Exhibit 10.5 to the Companys Annual Report on Form 10-K for the fiscal year ended March 31, 2007.)10.6
    
    Non-Employee Director Stock Option Plan dated September 19, 1997. (Incorporated by reference to Exhibit
10.13 to Form 10-K for the year ended March 31, 2002.)10.7
    
    Severance Agreement of Hugh Foley, dated January 17, 2003. (Incorporated by reference to Exhibit 10.14
to Form 10-K for the year ended March 31, 2003.)10.8
    
    Registration Rights and First Offer Agreement dated August 29, 2003. (Incorporated by reference to
Exhibit 99.2 to Form 8-K dated August 29, 2003.)10.9
    
    Employee Severance and Restricted Covenant Agreement with Jonathan Scott, dated August 29, 2003.
(Incorporated by reference to Exhibit 99.4 to Form 8-K dated August 29, 2003.)10.10
    
    Voting Agreement, dated August 29, 2003 between Microserv, Inc. and certain shareholders of Halifax
Corporation. (Incorporated by reference to Exhibit 99.5 to Form 8-K dated August 29, 2003.)10.11
    
    Amended and Restated Banking Agreement by and between the Company, Halifax Engineering, Inc., Microserv
LLC, and Halifax AlphaNational Acquisition, Inc and Provident Bank dated November 8, 2004. (Incorporated
by reference to Exhibit 10.1 to Form 10-Q for quarter ended September 30, 2004.)10.12
    
    Registration Rights Agreement among the Company and L. L. Whiteside, Charles A. Harper, Morris Horn and
Dan Lane dated September 30, 2004. (Incorporated by reference to Exhibit 10.2 to Form 10-Q for quarter
ended September 30, 2004.)
 18




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##### 



10.13
    
    Employee Severance and Restrictive Covenant Agreement between the Company and L.L. Whiteside dated
September 30, 2004. (Incorporated by reference to Exhibit 10.3 to Form 10-Q for quarter ended September
30, 2004.)10.14
    
    Summary Term Sheet of Director Fees and Officer Compensation.*10.15
    
    2005 Stock Option and Stock Incentive Plan. (Incorporated by reference to Appendix A to the definitive
proxy statement on Schedule 14A filed with the Securities and Exchange Commission on July 29, 2005.)10.16
    
    Modification to Contract VA-844 between the Commonwealth of Virginia and Halifax Corporation.
(Incorporated by reference to Exhibit 10.18 to Form 10-Q for the Quarter ended September 30, 2005.)10.17
    
    Solutions Engagement Agreement between International Business Machines Corporation and Halifax
Corporation dated as of March 18, 2002. (Incorporated by reference to Exhibit 10 to the form 10-Q for
the quarter ended December 31, 2005.10.18
    
    Amendment to 8% Promissory Notes dated October 8, 1998, October 13, 1998, November 2, 1998 and November
5, 2005 held by Nancy M. Scurlock. (Incorporated by reference to Exhibit 4.10 to Form 10-K for the year
ended March 31, 2005.)10.19
    
    Amendment to 8% Promissory Notes dated October 8, 1998, October 13, 1998, November 2, 1998 and November
5, 2005 held by The Arch C. Scurlock Childrens Trust, dated December 9, 2003. (Incorporated by
reference to Exhibit 4.11 to Form 10-K for the year ended March 31, 2005.)10.20
    
    Amendment to 8% Promissory Notes dated October 8, 1998, October 13, 1998, November 2, 1998 and November
5, 2005 held by Nancy M. Scurlock, dated June 29, 2007. (Incorporated by reference to Exhibit 10.4 to
Form 8-K, filed on July 3, 2007)10.21
    
    Amendment to 8% Promissory Notes dated October 8, 1998, October 13, 1998, November 2, 1998 and November
5, 2005 held by The Arch C. Scurlock Childrens Trust, dated June 29, 2007. (Incorporated by reference
to Exhibit 10.3 to Form 8-K, dated July 3, 2007)10.22
    
    Fourth Amended and Restated Loan and Security Agreement dated as of 29th day of June, 2006 by
and between Halifax Corporation, Halifax Engineering, Inc., Microserv LLC and Halifax AlphaNational
Acquisition, Inc. and Provident Bank and related documents. (Incorporated by reference to Exhibit 10.1
to Form 8-K, dated July 3, 2007)10.23
    
    Letter Agreement, dated June 28, 2007, by and among the Company, Halifax Engineering, Inc., Microserv
LLC, Halifax AlphaNational Acquisition, Inc. and Provident Bank. (incorporated by reference to Exhibit
10.2 to the Companys Current Report on Form 8-K filed on July 3, 2007)10.24
    
    First Amendment and Waiver dated November 13, 2007 (incorporated by reference to exhibit 10 to the
Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2007)10.25
    
    Second Amendment and Waiver dated as of January 31, 2008 among Halifax Corporation of Virginia, Halifax
Engineering, Inc., Microserv LLC, Halifax Alphanational Acquisition, Inc. and Provident Bank
(incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on February
8, 2008)10.26
    
    Promissory Note (Auxiliary Revolver Facility) dated January 31, 2008 (incorporated by reference to
Exhibit 10.2 to the Companys Current Report on Form 8-K filed on February 8, 2008)10.27
    
    Promissory Note (Revolving Line of Credit) dated January 31, 2008 (incorporated by reference to Exhibit
10.28 to the Companys Current Report on Form 8-K filed on February 8, 2008)10.28
    
    Settlement Agreement and Release dated February 4, 2008 by and among Halifax Corporation of Virginia,
INDUS Corporation and INDUS Secure Network Solutions, LLC (incorporated by reference to Exhibit 10.4 to
the Companys Current Report on Form 8-K filed on February 8, 2008)
 19




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##### 



10.29
    
    Third Amendment and Waiver dated as of April 30, 2008 among Halifax Corporation of Virginia, Halifax
Engineering, Inc., Microserv LLC, Halifax Alphanational Acquisition, Inc. and Provident Bank
(incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on May 6,
2008)10.30
    
    Third Amendment and Waiver dated as of April 30, 2008 among Halifax Corporation of Virginia, Halifax
Engineering, Inc., Microserv LLC, Halifax Alphanational Acquisition, Inc. and Provident Bank.
(incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on May 6,
2008)10.31
    
    Loan and Security Agreement with Textron Financial Corporation (incorporated by reference to Exhibit
10.1 to the Companys Current Report on Form 8-K filed on July 9, 2008)10.32
    
    Amended and Restated Severance Arrangement between Halifax Corporation of Virginia and Joseph Sciacca
dated as of May 13, 2009. (incorporated by reference to Exhibit 10.01 to the Companys Current Report on
Form 8-K filed on May 13, 2009)10.33
    
    Business Loan Agreement and Commercial Security Agreement by and between Halifax Corporation of Virginia
with Sonabank, NA. (incorporated by reference to Exhibit 10.1 And 10.2 of the Form 8K dated June 15,
2009.10.34
    
    Extension of Scurlock notes to July 15, 2010.*21.1
    
    Subsidiaries of the registrant.*23.1
    
    Independent Registered Public Accounting Firm Consent*31.1
    
    Certification of Charles L. McNew, Principal Executive Officer, of Halifax Corporation dated July 29,
2009.31.2
    
    Certification of Joseph Sciacca, Principal Financial Officer, of Halifax Corporation dated July 29, 2009.32.1
    
    Certification of Charles L. McNew, Principal Executive Officer, of Halifax Corporation dated June 30,
2009 pursuant to 18 U.S.C. Section 1350.*32.2
    
    Certification of Joseph Sciacca, Principal Financial Officer, of Halifax Corporation dated June 30, 2009
pursuant to 18 U.S.C. Section 1350.*
 
 *
    
    Previously filed in our Annual Report on Form 10-K for the year ended March 31, 2009. 20