-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HFcx9fSdj48JS3fgGgAir2B+jsolTsqMkL0SyoZnAPzA09GtM1GXLOKVkVTUQfeu ewNR7kVfBfjxgk73B0dnPg== 0000950133-97-003129.txt : 19970912 0000950133-97-003129.hdr.sgml : 19970912 ACCESSION NUMBER: 0000950133-97-003129 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970829 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HALIFAX CORP CENTRAL INDEX KEY: 0000720671 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 540829246 STATE OF INCORPORATION: VA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-35490 FILM NUMBER: 97673024 BUSINESS ADDRESS: STREET 1: 5250 CHEROKEE AVE CITY: ALEXANDRIA STATE: VA ZIP: 22312 BUSINESS PHONE: 7037502202 MAIL ADDRESS: STREET 1: 5250 CHEROKEE AVENUE CITY: ALEXANDRIA STATE: VA ZIP: 22312 FORMER COMPANY: FORMER CONFORMED NAME: HALIFAX ENGINEERING INC/VA DATE OF NAME CHANGE: 19911204 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RESEARCH INDUSTRIES INC /VA CENTRAL INDEX KEY: 0001034814 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 540836818 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 123 NORTH PITT ST STREET 2: STE 201 CITY: ALEXANDRIA STATE: VA ZIP: 22314 BUSINESS PHONE: 7035483667 MAIL ADDRESS: STREET 1: 123 NORTH PITT ST STREET 2: STE 201 CITY: ALEXANDRIA STATE: VA ZIP: 22314 SC 13D/A 1 SCHEDULE 13D (AMENDED) RE: HALIFAX CORPORATION. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D ------------ Under the Securities Exchange Act of 1934 (Amendment No. 5) Halifax Corporation (Name of Issuer) Common Stock, $0.24 Par Value ----------------------------- (Title of Class of Securities) 405805 10 2 ----------- (CUSIP Number) John H. Grover c/o Research Industries Incorporated 123 North Pitt Street Alexandria, Virginia 22314 703/548-3667 ------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 21, 1997 --------------- (Date of Event which Requires Filing of this Statement) (Continues on following pages) Page 1 of 4 Pages 2 SCHEDULE 13D CUSIP No. 405805 10 2 ----------- 1) Names of Reporting Persons S. S. or I.R.S. Identification Nos. of Above Persons. Research Industries Incorporated, I.R.S. Number 54-0836818 Arch C. Scurlock, S. S. Number ###-##-#### 2) Check the Appropriate Box if a Member of a Group: (a) --------------- (b) --------------- Not applicable; this is a joint filing pursuant to Rule 13d-1(f)(1). 3) SEC Use Only. --------------------------------------------- 4) Source of Funds. 00. -- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e). Not applicable. 6) Citizenship or Place of Organization. Research Industries Incorporated - Virginia Arch C. Scurlock - U.S.A. Number of 7) Sole Voting Power 640,000 Shares Bene- ------- ficially 8) Shared Voting Power 0 Owned by --- Each Re- 9) Sole Dispositive Power 640,000 porting ------- Person 10) Shares Dispositive Power 0 --- 11) Aggregate Amount Beneficially Owned by Each Reporting Person. 640,000 ------- Page 2 of 4 Pages 3 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares. Not applicable. 13) Percent of Class Represented by Amount in Row 11. 31.94 ----- 14) Type of Reporting Person. Research Industries Incorporated - CO, IV (Private; not registered under the Investment Company Act of 1940) Scurlock - IN The original Schedule 13D; Amendment No. 1 dated October 19, 1984; Amendment No. 2 dated July 22, 1985; Amendment No. 3 dated October 29, 1993; and Amendment No. 4 dated November 2, 1993, filed jointly by Research Industries Incorporated and Arch C. Scurlock, relating to the Common Stock, $0.35 Par Value, of Halifax Corporation are hereby incorporated by reference inasmuch as there has been no change in the disclosure information contained therein other than as set forth below. Item 3. Identity and Background In addition to those individuals previously identified as directors of the reporting person, the following named individual is now a director. Name Business Address ---- ---------------- Mary Scurlock Adamson 921 SW Morrison, Suite 531 Portland, Oregon 97205 Ms. Adamson is an attorney, engaged as policy analyst for the Pacific Rivers Council. Item 5. Interest in Securities of the Issuer. (a) Research Industries is the beneficial owner of 638,500 shares of Halifax Corporation common stock and Dr. Scurlock individually is the beneficial owner of 1,500 shares of Halifax Corporation common stock, which together represent 31.94 percent of the class of securities based on the number of shares thereof issued and outstanding as of August 8, 1997. Page 3 of 4 Pages 4 (b) Research Industries and Dr. Scurlock may each be considered to have the sole power to vote or to direct the vote and to dispose or to direct the disposition of 640,000 shares of Halifax Corporation common stock. Item 7. Material to be Filed as Exhibits. Exhibit A - Agreement between Research Industries and Dr. Scurlock relating to the filing of joint acquisition statements as required by Rule 13d-1(f). SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct. RESEARCH INDUSTRIES INCORPORATED Dated: August 25, 1997 By: /s/ Arch C. Scurlock ------------------------------- Arch C. Scurlock, President Dated: August 25, 1997 /s/ Arch C. Scurlock ------------------------------------ Arch C. Scurlock Page 4 of 4 Pages 5 Schedule 13D EXHIBIT A Research Industries Incorporated 123 North Pitt Street Alexandria, Virginia 22314 Dr. Arch C. Scurlock 123 North Pitt Street Alexandria, Virginia 22314 On August 21, 1997 Research Industries Incorporated bought 2,600 shares of the common stock of Halifax Corporation which event when added to previous transactions resulted in a material increase in its ownership of Halifax Corporation. As a result of this event, Research Industries Incorporated is required to file an amended Schedule 13D under the Securities Exchange Act of 1934 with respect thereto. Dr. Arch C. Scurlock owns 95 percent of the issued and outstanding stock of Research Industries Incorporated and therefore may be deemed to be the indirect beneficial owner of such shares and also required to file such schedule. The parties hereto desire to file a joint statement with respect thereto in accordance with the terms of Rule 13d(f)(1) under the Act. The purpose of this instrument is to acknowledge the agreement of the undersigned parties that the Schedule 13D (Amendment No. 5) to which this instrument is appended as Exhibit A is filed on behalf of each of them. RESEARCH INDUSTRIES INCORPORATED Dated: August 25, 1997 By: /s/ Arch C. Scurlock --------------------------------------- Arch C. Scurlock, President Dated: August 25, 1997 /s/ Arch C. Scurlock -------------------------------------------- Arch C. Scurlock bme 6 ---------------------- OMB APPROVAL OMB 3235-0145 Expires Oct 31, 1985 ---------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.__)* HALIFAX ENGINEERING, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 405805 10 2 ----------------------- (CUSIP Number) John H. Grover, Vice President Research Industries Incorporated 123 North Pitt Street, Alexandria, Virginia 22314 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person 703/548-3667 Authorized to Receive Notices and Communications) October 10, 1984 ----------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with the statement /X/. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following page(s)) Page 1 of 7 Pages 7 SCHEDULE 13D CUSIP NO. 405805 10 2 Page 2 of 7 Pages --------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Research Industries Incorporated 54-0836818 Arch C. Scurlock ###-##-#### - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Not applicable; this is a joint filing pursuant to (a) [ ] Rule 13d-1(f)(1) (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* BK - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] Not applicable - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Research Industries - Virginia Scurlock - U.S.A. - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF Research Industries - 371,302 Scurlock - 371,302 SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY --- OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING Research Industries - 371,302 Scurlock - 371,302 PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH --- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Research Industries - 371,302 Scurlock - 371,302 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] Not applicable - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.2 (Based on shares outstanding as of October 10, 1984) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* Research Industries - CO, IV (Private; note registered under the Investment Scurlock - IN Company Act of 1940) - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 8 Schedule 13D Research Industries Incorporated/ Arch C. Scurlock Page 3 of 7 pages Item 1. Security and Issuer. This statement is filed in relation to the common stock of Halifax Engineering, Inc. ("HEI"), whose principal executive offices are located at 5250 Cherokee Avenue, Alexandria, Virginia 22312. Item 2. Identity and Background. Prior to October 10, 1984, Research Industries Incorporated ("Research Industries") was the beneficial owner of 180,000 shares of HEI common stock (approximately 15 percent thereof). Pursuant to the terms of an Agreement to Purchase between Research Industries and the president of HEI, Charles A. Webb, Jr., Research Industries purchased as of October 10, 1984, an additional 191,302 shares of HEI common stock. As a result, Research Industries is the beneficial owner of 371,302 shares of HEI common stock. See Exhibit A hereto. Dr. Arch C. Scurlock is the 95 percent shareholder of Research Industries and as such, may be deemed to be the indirect beneficial owner of such shares. As a result, this statement is filed jointly by Research Industries and Dr. Scurlock pursuant to Rule 13d-1(f)(1). See Exhibit B hereto. The following information is provided with respect to the identity and background of the reporting persons: name: Research Industries Incorporated state of organization: Virginia principal business: investments address of principal business and principal office: 123 North Pitt Street Alexandria, Virginia 22314 9 Schedule 13D Research Industries Incorporated/ Arch C. Scurlock Page 4 of 7 pages directors: Name Business Address ---- ---------------- Arch C. Scurlock 123 North Pitt Street Alexandria, Virginia 22314 John J. Grover 123 North Pitt Street Alexandria, Virginia 22314 Henry St. John FitzGerald 2300 Ninth Street South Arlington, Virginia 22204 Arch C. Scurlock, Jr. 5390 Cherokee Avenue Alexandria, Virginia 22312 Ernest L. Ruffner 510 King Street Alexandria, Virginia 22314 executive officers: Name Office ---- ------ Arch C. Scurlock President John H. Grover Vice President and Treasurer Henry St. John FitzGerald Secretary In addition to his duties as President of Research Industries, Dr. Scurlock is Chairman of the Board of TransTechnology Corporation, a manufacturer of products for the aerospace-defense industry and for the textile industry. TransTechnology, whose stock is traded on the American Stock Exchange, is located at 15233 Ventura Boulevard, Sherman Oaks, California 91403. Research Industries is a __ percent owner of TransTechnology. Mr. Grover's present principal employment is that of Vice President and Treasurer of Research Industries. In addition, he is a director of TransTechnology. Mr. FitzGerald is an attorney, engaged in the practice of law as a member of the firm of Tolbert, Smith, FitzGerald & Ramsey, located at 2300 Ninth Street South, Arlington, Virginia 22204. Mr. Arch C. Scurlock, Jr. is a chemical engineer employed by Atlantic Research Corporation, a company engaged in research, development and manufacturing of technical products associated with communications and the defense industry. Mr. Ruffner is an attorney, engaged in the practice of law as a member of the firm of Treese and Ruffner. 10 Schedule 13D Research Industries Incorporated/ Arch C. Scurlock Page 5 of 7 pages Dr. Scurlock, Mr. Grover, Mr. FitzGerald, Mr. Arch C. Scurlock, Jr. and Mr. Ruffner are each a U. S. citizen. During the last five years, neither Research Industries nor Dr. Scurlock nor, to the best of their knowledge, Mr. Grover, Mr. FitzGerald, Mr. Scurlock, Jr. or Mr. Ruffner has been convicted in a criminal proceeding nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which it or he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. Research Industries borrowed $500,000 from United Virginia Bank/National to purchase the HEI stock pursuant to the Agreement to Purchase described in Item 2 above. The loan was made in the ordinary course of business pursuant to previously established lines of credit with the Bank. It is evidenced by a note payable to the Bank. Research Industries' lines of credit with the Bank are collateralized by securities owned by it, other than its HEI stock, none of which serves as collateral for a loan. See Exhibit C hereto. The balance of the consideration is in the form of promissory notes to the Seller as described in paragraph 1.B. of the Agreement to Purchase. Item 4. Purpose of Transaction The purpose of the acquisition of HEI stock reported herein was investment, and neither Research Industries nor Dr. Scurlock nor, to the best of their knowledge, Mr. Grover, Mr. FitzGerald, Mr. Scurlock, Jr. or Mr. Ruffner have any present plans or proposals which relate to or would result in: (a) the additional acquisition or disposition of HEI securities; (b) an extraordinary corporate transaction such as a merger, reorganization or liquidation of HEI; 11 Schedule 13D Research Industries Incorporated/ Arch C. Scurlock Page 6 of 7 pages (c) a sale or transfer of a material amount of the assets of HEI; (d) any material change in the present capitalization or dividend policy of HEI; (e) any other material change in HEI's business or corporate structure, including but not limited to, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940; (f) changes in HEI's charter or bylaws or other actions which may impede the acquisition of control of HEI by any person; (g) a class of HEI equity securities becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (h) any action similar to any of those enumerated above; however, the reporting person reserves the right to take such actions in the future should circumstances warrant. Item 5. Interest in Securities of the Issuer. (a) Research Industries is the beneficial owner of 371,302 shares of HEI common stock, which represents 31.2 percent of that class of securities based on the number of shares thereof issued and outstanding as of October 10, 1984. Dr. Scurlock owns 95 percent of the issued and outstanding shares of Research Industries. As a result, he may be deemed to be the indirect beneficial owner of the HEI stock owned by Research Industries. To the best of the knowledge of Research Industries and Dr. Scurlock, neither Mr. Grover, Mr. FitzGerald, Mr. Scurlock, Jr. nor Mr. Ruffner own any shares, directly or indirectly, of HEI. (b) Research Industries and Dr. Scurlock may each be considered to have the sole power to vote or to direct the vote and to dispose or to direct the disposition of 371,302 shares of HEI common stock. 12 Schedule 13D Research Industries Incorporated/ Arch C. Scurlock Page 7 of 7 pages (c) Neither Research Industries nor Dr. Scurlock nor, to the best of their knowledge, any other officer or director of Research Industries, has entered into any transaction involving HEI common stock during the past sixty (60) days. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Other than the loan described in Item 3 above, the Agreement attached as Exhibit A, and the officer, director and shareholder relationships described in Item 2 above, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 and between such persons and any person with respect to any securities of HEI. Item 7. Material to be Filed as Exhibits. Exhibit A - Agreement to Purchase dated October 10, 1984 between Research Industries Incorporated and Charles A. Webb, Jr. Exhibit B - Agreement between Research Industries and Dr. Scurlock relating to the filing of joint acquisition statements as required by Rule 13d-l(f). Exhibit C - Documents evidencing the loan made to purchase the HEI stock and referred to in Item 3 above. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. RESEARCH INDUSTRIES INCORPORATED By /s/ ARCH C. SCURLOCK ------------------------------------ Arch C. Scurlock, President Dated: October 19, 1984 /s/ ARCH C. SCURLOCK -------------------------------------- Arch C. Scurlock Dated: October 19, 1984 -----END PRIVACY-ENHANCED MESSAGE-----