Unassociated Document
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
March
25, 2010
Date of
Report (Date of earliest event reported)
FORTRESS
INTERNATIONAL GROUP, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-51426
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20-2027651
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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7226
Lee DeForest Drive, Suite 203
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Columbia,
Maryland
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21046
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(Address
of principal executive offices)
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(Zip
Code)
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(410)
423-7438
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(Registrant’s
telephone number, including area
code)
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Not
Applicable
(Former
name, former address, and former fiscal year, if changed since last
report.)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17
CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17
CFR 240.13e-4(c))
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Item
2.02.
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Results
of Operations and Financial
Condition.
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On
Tuesday, March 30, 2010, Fortress International Group, Inc. (the “Company”),
issued a press release reporting certain financial results of the Company for
the fourth quarter of 2009 and the year ended December 31, 2009.
A copy of
the press release is being furnished herewith as Exhibit 99.1.
The
Company’s financial results contain non-GAAP financial measures. Pursuant to the
requirements of Regulation G, the Company has provided reconciliations within
the press release of the non-GAAP financial measures to the most directly
comparable GAAP financial measures. Disclosure regarding definitions of these
measures used by the Company and why the Company’s management believes the
measures provide useful information to investors is also included in the press
release.
The
Company will conduct a conference call to discuss its financial results on
Tuesday, March 30, 2010, at 9:00 a.m., Eastern Daylight Time.
The
information in this Report, including Exhibit 99.1 attached hereto, is furnished
pursuant to Item 2.02 of this Current Report on Form 8-K. Such information shall
not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, nor shall it be deemed incorporated by reference into any filing under
the Securities Act of 1933, except as shall be expressly set forth by specific
reference in such filing.
Statements
contained in this report contain “forward-looking statements,” within the
meaning of the Private Securities Litigation Reform Act of 1995. In
this context, forward-looking statements may address matters such as our
expected future business and financial performance, and often contain words such
as "guidance," "expects," "anticipates," "intends," "plans," "believes,"
"seeks," "should," or "will." Forward-looking statements by their nature address
matters that are, to different degrees, uncertain. Particular uncertainties that
could adversely or positively affect the Company's future results include: the
Company's reliance on a significant portion of its revenues from a limited
number of customers; risks relating to our ability to continue as a going
concern; the uncertainty whether the Company can raise substantial additional
funds to continue its operations; risks associated with our effort to meet our
working capital requirements and scheduled maturities of indebtedness absent
restructuring; the uncertainty as to whether the Company can replace its
declining backlog; risks involved in properly managing complex projects; risks
relating to revenues under customer contracts, many of which can be canceled on
short notice; the uncertainty whether potential contracts and our backlog would
materialize; risks relating to our ability to implement a reduction in our
expenses; risks relating our ability to continue to implement our business plan;
risks relating to our liquidity; risks relating to our ability to meet all of
the terms and conditions of our debt obligations; uncertainty related to current
economic conditions and the related impact on demand for our services; and other
risks and uncertainties disclosed in the Company's filings with the Securities
and Exchange Commission. These uncertainties may cause the Company's actual
future results to be materially different than those expressed in the Company's
forward-looking statements. The Company does not undertake to update its
forward-looking statements.
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Item
3.01.
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Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
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On March
25, 2010, the Company received a letter from The Nasdaq Stock Market, LLC
(“Nasdaq”) notifying the Company that it had failed to regain compliance with
the Nasdaq listing rules by March 24, 2010, and, unless the Company appeals
Nasdaq’s determination, Nasdaq will file a Form 25-NSE with the Securities and
Exchange Commission (the “SEC”) on April 6, 2010.
As
previously disclosed, the Company received a letter from Nasdaq, dated September
25, 2009, notifying the Company of its failure to meet the minimum bid price of
$1 per share for continued listing. For this reason and as part of
the Company’s overall strategy to conserve resources and improve cost
effectiveness, the Board of Directors of the Company unanimously voted on March
10, 2010, to delist the Company’s common stock, $.0001 par value per share (the
“Common Stock”), from the NASDAQ Capital Market pursuant to NASDAQ Stock Market
Rule 5840(j). In connection therewith, the Company issued a press
release and notified Nasdaq on March 12, 2010, of the Company’s intention to
file a Form 25, Notification of Removal from Listing and/or Registration with
the SEC on or about March 22, 2010. The Company filed the Form 25
with the SEC on March 22, 2010, and anticipates that the Common Stock will cease
trading on the NASDAQ Capital Market effective as of the start of business on
April 1, 2010. The Company does not anticipate that Nasdaq will take
any further action with respect to the Common Stock as outlined in its March 25
letter, including filing a Form 25-NSE.
The
Company will continue to file periodic reports with the SEC pursuant to the
requirements of Section 13 of the Securities Exchange Act of 1934, as
amended.
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Item
9.01.
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Financial
Statements and Exhibits.
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99.1 Press
Release, dated March 30, 2010.
S
I G N A T U R E S
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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.
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FORTRESS
INTERNATIONAL GROUP, INC.
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By:
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/s/Timothy
C. Dec
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Timothy
C. Dec
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Chief
Financial Officer
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Date:
March 30, 2010