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
Date
of
Report (Date of earliest event reported): September
6, 2006
Fortress
America Acquisition Corporation
(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 or
organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification
No.)
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4100
North Fairfax Drive, Suite 1150
Arlington,
Virginia
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22203-1664
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (703)
528-7073
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(Former
name or former address, 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 (See General Instruction A.2. below):
o
Written communication
pursuant to Rule 245 under the Securities Act (17 CFR 230.425)
x
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchanged Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
7.01 Regulation
FD Disclosure
The
information contained in this Item 7.01 shall not be deemed to be incorporated
by reference in any filings under the Securities Act of 1933, as amended.
Fortress
America Acquisition Corporation (“FAAC”) has entered into an agreement with VTC,
L.L.C. (“VTC”), Vortech, LLC (together with VTC, the “Companies”), Thomas P.
Rosato (“Rosato”) and Gerard J. Gallagher (together with Rosato, the “Members”),
pursuant to which FAAC will acquire (the “Acquisition”) all of the issued and
outstanding membership units of the Companies from the Members.
In
connection with the Acquisition, FAAC plans to hold presentations for certain
of
its stockholders and other interested parties. At such presentations, the slide
show presentation attached to this Current Report on Form 8-K as Exhibit 99.1
will be distributed to participants.
Stockholders
of FAAC and other interested persons are advised to read FAAC’s preliminary
proxy statement and, when available, its definitive proxy statement
(collectively, “Proxy Statements”) in connection with FAAC’s solicitation of
proxies for the special meeting of stockholders to be held in connection with
the Acquisition because these Proxy Statements contain important information.
The definitive proxy statement will be mailed to stockholders as of a record
date to be established for voting on the Acquisition. The
Proxy Statements, once available, can also be obtained without charge at the
Securities and Exchange Commission’s internet site at (http://www.sec.gov).
Stockholders
will also be able to obtain a copy of the definitive proxy statement, without
charge, by directing requests to: Fortress America Acquisition Corporation,
4100
Fairfax Drive, Suite 1150, Arlington, Virginia 22203.
FAAC
and
the directors and executive officers of FAAC may be deemed to be participating
in the solicitation of proxies in respect of the proposed Acquisition.
Information
about FAAC and FAAC’s officers and directors is available in FAAC’s Annual
Report on Form 10-KSB for the year ended December 31, 2005, filed with the
Securities and Exchange Commission on March 31, 2006. Other information
regarding the participants in the proxy solicitation, including the officers
and
directors of FAAC, and a description of their direct and indirect interests
in
the Acquisition, by security holdings or otherwise, is contained in the Proxy
Statements.
Item
9.01 Financial Statements and Exhibits
(c)
Exhibits
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99.1
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Slide
Show Presentation
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SIGNATURES
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
America Acquisition Corporation
(Registrant)
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| Date:
September 6, 2006 |
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/s/
Harvey L. Weiss
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Harvey
L. Weiss |
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Chief
Executive Officer |
Exhibit
Index
| Exhibit No. |
Document |
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| 99.1 |
Slide Show
Presentation |