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): January
12, 2007
Fortress
America Acquisition Corporation
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-51426
|
20-2027651
|
|
(State
or other jurisdiction of incorporation or organization)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
| |
|
|
|
4100
North Fairfax Drive, Suite 1150
Arlington,
Virginia
|
|
22203-1664
|
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
| |
|
|
Registrant’s
telephone number, including area code: (703)
528-7073
|
|
| |
(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)
o
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
8.01 Other
Events
Fortress
America Acquisition Corporation (“FAAC”) announced on January 12, 2007 that its
Board of Directors authorized a stock repurchase program authorizing FAAC to
repurchase up to 3,000,000 shares of its common stock in the open market from
time to time over the next 12 months after the closing of FAAC’s proposed
acquisition of VTC, L.L.C., doing business as “Total Site Solutions,” and
Vortech, LLC (together, “TSS/Vortech”). Following the closing, and prior to the
initiation of the stock repurchase program, FAAC expects to have approximately
12.7 million shares outstanding and approximately $30 million in
cash.
The
timing of the stock repurchases under the program will depend on a variety
of
factors, but is expected to begin shortly after the closing of FAAC’s proposed
acquisition of TSS/Vortech, and may be suspended or discontinued at any time.
Common stock acquired through the repurchase program will be held as treasury
shares and may be used for general corporate purposes.
A
copy of
the press release is attached hereto as Exhibit 99.1.
Item
9.01 Financial
Statements and Exhibits
(d)
Exhibits
|
99.1
|
Press
Release dated January 12, 2007
|
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.
| |
Fortress
America Acquisition Corporation
|
| |
(Registrant)
|
| |
|
|
Date:
January 12, 2007
|
/s/
Harvey L. Weiss
|
| |
Harvey
L. Weiss
|
| |
Chief
Executive Officer
|
Exhibit
Index
Exhibit
No. Document
99.1 Press
Release dated January 12, 2007