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
19, 2007
Fortress
America Acquisition Corporation
(Exact
name of registrant as specified in its charter)
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)
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 Exchange 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
Amendment
to Second Amended and Restated Membership Interest Purchase
Agreement
As
previously disclosed, on July 31, 2006, Fortress America Acquisition Corporation
(“FAAC”) entered into a Second Amended and Restated Membership Interest Purchase
Agreement (the “Purchase Agreement”) with VTC, L.L.C., doing business as “Total
Site Solutions” (“TSS”), Vortech, LLC (“Vortech,” and together with VTC,
“TSS/Vortech”), Thomas P. Rosato (“Rosato”) and Gerard J. Gallagher
(“Gallagher,” and together with Rosato, the “Members”), pursuant to which FAAC
would acquire all of the issued and outstanding membership units of TSS/Vortech
from the Members.
On
January 16, 2007, FAAC and the other parties to the Purchase Agreement entered
into an Amendment to the Second Amended and Restated Membership Interest
Purchase Agreement, pursuant to which a portion of Gallagher’s initial purchase
consideration will be delivered to the Gerard J. Gallagher Charitable Remainder
Unitrust (the “Trust”) and Guardians of Life, Inc. (the “Charity”). As a result
of the amendment to the Purchase Agreement, the Trust and the Charity will
be
entitled to receive cash consideration in exchange for their respective
membership interests and such amount of cash consideration will reduce the
amount of cash consideration that would otherwise have been delivered to
Gallagher. The Trust and the Charity will not be entitled to receive any stock
consideration under the Purchase Agreement.
Item
8.01 Other
Events
Fortress
America Acquisition Corporation (“FAAC”) announced on January 19, 2007 the
completion of the acquisition of TSS/Vortech. This development will be disclosed
in more detail in an additional Current Report on Form 8-K, which will be filed
on a timely basis.
A
copy of
the press release is attached hereto as Exhibit 99.1.
Item
9.01 Financial
Statements and Exhibits
(d)
Exhibits
10.1
|
Amendment
to the Second Amended and Restated Membership Interest Purchase Agreement
dated January 16, 2007, by and among Fortress America Acquisition
Corporation, VTC, L.L.C., Vortech, LLC, Thomas P. Rosato and Gerard
J.
Gallagher
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99.1
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Press
Release dated January 19, 2007
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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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/s/
Harvey L.
Weiss
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Harvey L. Weiss |
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Chief
Executive Officer |
Date:
January 19, 2007
Exhibit
Index
Exhibit No |
Document |
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10.1
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Amendment
to the Second Amended and Restated Membership Interest Purchase Agreement
dated January 16, 2007, by and among Fortress America Acquisition
Corporation, VTC, L.L.C., Vortech, LLC, Thomas P. Rosato and Gerard
J.
Gallagher
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|
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99.1
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Press
Release dated January 19,
2007
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