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): December
8, 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
1.01 Entry into a Material Definitive Agreement
Warrant
Clarification Agreement No. 2
On
December 8, 2006, Fortress America Acquisition Corporation (“FAAC”) entered into
a Warrant Clarification Agreement No. 2 with Continental Stock Transfer &
Trust Company (“Continental”). The Warrant Clarification Agreement No. 2 amends
and clarifies the Warrant Agreement, dated as of July 13, 2005, by and between
FAAC and Continental, as previously amended and clarified by the Warrant
Clarification Agreement dated October 27, 2006. A copy of Warrant Clarification
Agreement No. 2 is filed as an exhibit to this Current Report on Form 8-K.
Warrant
Clarification Agreement No. 2 clarifies that under the Warrant Agreement,
effective as of the date of the Original Warrant Agreement, (i) if a warrant has not
previously been exercised and if there is no then current and effective
registration statement covering the warrant on the expiration date, the warrant
will expire unexercised and unredeemed and (ii) under no circumstances will
FAAC
be obligated to pay registered holders any cash or other consideration or
otherwise “net cash settle” the warrants.
Amendment
No. 2 to Unit Purchase Option
On
December 8, 2006, FAAC also entered into Amendment No. 2 to Unit Purchase Option
with Sunrise Securities Corp. (“Sunrise”). The Amendment No. 2 to Unit Purchase
Option amends and clarifies the Unit Purchase Option, dated as of July 13,
2005,
as previously amended by the Amendment to Unit Purchase Option dated October
27,
2006. A copy of Amendment No. 2 to Unit Purchase Option is filed as an exhibit
to this Current Report on Form 8-K.
Amendment
No. 2 to Unit Purchase Option clarifies that under the Unit Purchase Option,
(i)
if the purchase option has not previously been exercised and if there is no
then
current and effective registration statement covering the purchase option and
the other registrable securities, the purchase option will expire unexercised
and unredeemed, (ii) under no circumstances will the holder of the purchase
option be entitled to (a) net-cash settlement of the purchase option or the
warrants underlying the purchase option, regardless of whether any or all of
the
registrable securities have been registered by FAAC pursuant to an effective
registration statement, or (b) receive any damages if any or all of the
registrable securities have not been registered by FAAC pursuant to an effective
registration statement, (iii) the holder of the purchase option will not be
entitled to exercise the purchase option or the warrants underlying the purchase
option unless a registration statement covering the registrable securities
is
effective or an exemption from registration is available, and (iv)
notwithstanding the foregoing, FAAC is not relieved of its obligation to use
its
best efforts to have a registration statement declared effective as soon as
possible after receiving the demand under the Unit Purchase Option to do
so.
Item
9.01 Financial Statements and Exhibits
(c)
Exhibits
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10.1
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Warrant
Clarification Agreement No. 2, dated December 8, 2006, by and between
Fortress America Acquisition Corporation and Continental Stock Transfer
& Trust Company.
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10.2
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Amendment
No. 2 to Unit Purchase Option, dated December 8, 2006, by and between
Fortress American Acquisition Corporation and Sunrise Securities
Corp.
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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
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(Registrant)
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Date:
December 14, 2006
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/s/
Harvey L. Weiss
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Harvey
L. Weiss
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Chief
Executive Officer
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Exhibit
Index
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10.1
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Warrant
Clarification Agreement No. 2, dated December 8, 2006, by and between
Fortress America Acquisition Corporation and Continental Stock Transfer
& Trust Company.
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10.2
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Amendment
No. 2 to Unit Purchase Option, dated December 8, 2006, by and between
Fortress American Acquisition Corporation and Sunrise Securities
Corp.
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