Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934
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Filed
by the Registrant
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Filed
by a Party other than the registrant
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Check
the appropriate box:
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Preliminary
Proxy Statement
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Confidential,
For Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Pursuant to § 240.14a-12
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Fortress
America Acquisition Corporation
(Name
of
Registrant as Specified in Its Charter)
(Name
of
Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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of each class of securities to which transaction applies:
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number of securities to which transaction applies: N/A
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unit price or other underlying value of transaction computed pursuant
to
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is calculated and state how it was determined): N/A
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maximum aggregate value of transaction: N/A
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Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
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Filed: N/A
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Company
Contact:
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Investor
Relations:
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Harvey
Weiss
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John
McNamara
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Chief
Executive Officer
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Cameron
Associates
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Fortress
America Acquisition Corporation
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212-245-8800
Ext. 205
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Phone:
703-528-7073 Ext. 102
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FOR
IMMEDIATE RELEASE:
FORTRESS
AMERICA ACQUISITION CORPORATION
AND
TSS/VORTECH ANNOUNCE $13.1 MILLION IN NEW BUSINESS FOR FOURTH QUARTER OF 2006
ARLINGTON,
VA - January 8 , 2007 - Total
Site Solutions (TSS) and Vortech, private companies providing comprehensive
services for the planning, design, and development of mission critical
facilities and information infrastructure, today announced that during the
fourth quarter of 2006, they had closed on new business contracts cumulatively
representing more than $13.1 million in expected revenue. This revenue, which
is
expected to be realized in the first six months of 2007, represents a 67.9%
sequential increase from the $7.8 million in new business wins in the third
quarter of 2006.
TSS
and
Vortech have agreed to be acquired by Fortress America Acquisition Corporation
(OTCBB: FAAC), a special purpose acquisition company. Upon consummation of
the
acquisition, Tom Rosato, TSS’s Chairman, will become Chief Executive Officer of
Fortress America and Harvey Weiss, currently CEO of Fortress America, will
become Chairman of the Board. It is expected that, upon consummation of the
acquisition, Fortress America will change its name to Fortress International
Group, Inc.
The
$13.1
million in new business wins arose from more aggressive marketing efforts across
all aspects of the TSS/Vortech operations, including construction management,
technology consulting, and facilities maintenance, and
includes:
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$7.8
million for construction management
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$0.6
million for technology consulting
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$4.7
million for facilities maintenance
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Speaking
of the new business, Tom Rosato said, “What is especially gratifying about the
new business is how much of it developed out of proposals from technology
consulting. This validates our strategy to grow our construction management
and
facilities management business through our suite of services that follow
technology consulting. We have always been confident that, after a customer
contracts with us for a technology consulting proposal, we have a very high
success rate of converting this initial engagement to even larger contracts.
For
example, of the $7.8 million in new business for construction management, $4.2
million came from a new client who had initially engaged TSS/Vortech in a
consulting capacity. The expanded services to be provided to this client include
design, engineering, and construction management services. This is the heart
of
our business model, and we look forward to reporting many more such successes.”
“The
new
business is especially relevant because it is proof that the strategy to expand
into the commercial marketplace is working,” said Harvey Weiss, CEO of Fortress
America. “The new marketing initiatives are bringing TSS/Vortech diversification
in industries, and TSS/Vortech’s solution path and delivery success are bringing
real expansion opportunities.”
About
Total Site Solutions
VTC,
L.L.C., doing business as Total Site Solutions (“TSS”), supplies industry and
government with secure data centers and other mission critical facilities
designed to survive terrorist attacks, natural disasters, and blackouts. TSS’s
comprehensive suite of services, multi-disciplinary expertise, and products
provide customers a single source for critical deliverables. Headquartered
in
the Baltimore-Washington Corridor, with offices in San Francisco and Atlanta,
TSS clients and the end users of its services include the world’s most demanding
organizations, including Fortune 500 firms and U.S. Government agencies. For
more information, call 866-363-4TSS (4877) or visit www.totalsiteteam.com.
About
Vortech, LLC
Vortech,
LLC (“Vortech”) provides secure data and voice networks as well as redundant
power for government and industry mission-critical facilities. A leader in
structured cabling solutions, power system installations, and emergency
power solutions for data center and high technology environments, Vortech also
provides value-added systems and network integration services for perimeter
security and access control where physical security and information technology
intersect. For more information, visit www.govortech.com.
About
Fortress America
Fortress
America Acquisition Corporation (“Fortress America”) is a special purpose
acquisition company established in December 2004 for the purpose of acquiring,
through a merger, capital stock exchange, asset acquisition or other business
combination, operating businesses in the fast-growing homeland security
industry. Fortress America’s acquisition efforts are focused on companies that
are able to serve both government and commercial customers with successful
products and services that provide vital protection from security threats and
natural disasters for people, physical assets, and/or critical information
infrastructure.
Safe
Harbor
Stockholders
of Fortress America are advised to read Fortress America’s definitive proxy
statement in connection with its solicitation of proxies for a special meeting
of stockholders because it contains important information. The definitive proxy
statement will be mailed to stockholders of record as of December 28, 2006,
the
record date established for voting on the acquisition of TSS and Vortech.
Stockholders can obtain a copy of the definitive proxy statement, without
charge, by directing a request to: Fortress America Acquisition Corporation,
4100 Fairfax Drive, Suite 1150, Arlington, VA 22203. The definitive proxy
statement can also be obtained, without charge, at the U.S. Securities and
Exchange Commission’s internet site www.sec.gov.
Fortress
America and its directors and executive officers may be deemed to be
participants in the solicitation of proxies for the special meeting of Fortress
America’s stockholders to be held to approve the acquisition of TSS and Vortech.
Information regarding Fortress America’s directors and executive officers is
available in its Form 10-KSB for the year ended December 31, 2005, filed with
the U.S. Securities and Exchange Commission, and such information is also
available in the definitive proxy statements. No person other than Fortress
America and its proxy solicitor, Advantage Proxy, has been authorized to give
any information or to make any representations on behalf of Fortress America
or
TSS and Vortech in connection with the acquisition, and if given or made, such
other information or representations must not be relied upon as having been
made
or authorized by Fortress America.
This
press release contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange
Act
of 1934 about Fortress America, TSS, Vortech and their combined business after
completion of the proposed acquisition. Forward-looking statements are
statements that are not historical facts and may be identified by the use of
forward-looking terminology, including the words “believes,” “expects,”
“intends,” “may,” “will,” “should” or comparable terminology. Such
forward-looking statements are based upon the current beliefs and expectations
of Fortress America’s, TSS’ and Vortech’s management and are subject to risks
and uncertainties which could cause actual results to differ from the
forward-looking statements. The following factors, as well as other relevant
risks detailed in Fortress America’s filings with the U.S. Securities and
Exchange Commission, could cause actual results to differ from those set forth
in forward-looking statements:
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Fortress
America being a development stage company with no operating
history;
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Fortress
America’s dependence on key personnel, some of whom may not remain with
Fortress America following a business
combination;
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Risks
that the acquisition of TSS and Vortech may not be completed due
to
failure of the conditions to closing being satisfied or other
factors;
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Fortress
America personnel allocating their time to other businesses and
potentially having conflicts of interest with our
business;
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The
ownership of Fortress America’s securities being concentrated;
and
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Risks
associated with the mission-critical sector in general and the homeland
security sectors in particular.
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Forward-looking
statements are not guarantees of future performance and actual results of
operations, financial condition and liquidity, and developments in the industry
may differ materially from those made in or suggested by the forward-looking
statements contained in this press release. These forward-looking statements
are
subject to numerous risks, uncertainties and assumptions. The forward-looking
statements in this press release speak only as of the date of this press release
and might not occur in light of these risks, uncertainties, and assumptions.
Fortress America undertakes no obligation and disclaims any obligation to
publicly update or revise any forward-looking statements, whether as a result
of
new information, future events, or otherwise.