UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
Fortress
International Group, Inc.
(formerly
Fortress America Acquisition Corporation)
(Name
of
Issuer)
Common
Stock, $0.0001 par value
(Title
of
Class of Securities)
34957J
10 0
(CUSIP
Number)
Harvey
L.
Weiss
9841
Broken Land Parkway
Columbia,
Maryland 21046
Telephone:
(410) 312-9988
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
with
a
copy to:
Squire,
Sanders & Dempsey L.L.P.
8000
Towers Crescent Drive, 14th
floor
Tysons
Corner, VA 22182
Attention:
James J. Maiwurm
Telephone:
(703) 720-7890
January
19, 2007
(Date
of
Event Which Requires Filing of this Statement)
If
the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. o
Note:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See §240.13d-7 for other parties to
whom copies are to be sent.
*
The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed
to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
Persons
who respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB control
number.
CUSIP
No.
34957J 10 0
1
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NAMES
OF REPORTING PERSONS:
Harvey
L. Weiss
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS):
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(a)
o
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(b)
ý
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3
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SEC
USE ONLY:
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4
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SOURCE
OF FUNDS (SEE INSTRUCTIONS):
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PF
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR
2(e):
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o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION:
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USA
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER:
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1,070,000
(1)
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8
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SHARED
VOTING POWER:
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0
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9
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SOLE
DISPOSITIVE POWER:
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1,070,000
(1)
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10
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SHARED
DISPOSITIVE POWER:
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0
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
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1,070,000
(1)
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS):
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
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9.0%
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14
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS):
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IN
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(1)
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Includes
452,000 shares of common stock issuable upon the exercise of
warrants.
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Item
1. Security
and Issuer.
The
class
of equity securities to which this Schedule 13D relates is the common stock,
par
value $0.0001 per share (the “Common
Stock”),
of
Fortress International Group, Inc., a Delaware corporation formerly known as
Fortress America Acquisition Corporation (the “Issuer”).
Also
referenced below are warrants (“Warrants”)
to
purchase Common Stock that were issued in the Issuer’s 2005 initial public
offering. The address of the principal executive offices of the Issuer is 9841
Broken Land Parkway, Columbia, Maryland 21046.
Item
2. Identity
and Background.
This
Schedule 13D is filed on behalf of Harvey Louis Weiss (the “Reporting
Person”)
with
respect to shares of Common Stock beneficially held by the Reporting Person.
This
Schedule 13D relates to 1,070,000 shares of Common Stock (the “Shares”),
including 452,000 shares of Common Stock issuable upon the exercise of Warrants
held by Reporting Person.
Reporting
Person serves as a director and Chairman of the Issuer.
The
business address of Reporting Person is 9841 Broken Land Parkway, Columbia,
Maryland 21046.
During
the past five years, the Reporting Person has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or was a
party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws, or finding
any violation with respect to such laws.
Reporting
Person is a citizen of a United States.
Item
3. Source
and Amount of Funds or Other Consideration.
On
March
9, 2005, in connection with the Issuer’s organization, the Reporting Person
purchased 575,000 shares of Common Stock. The average price per share of the
shares purchased was approximately $0.014.
In
connection with the Issuer’s initial public offering, the Reporting Person and
C. Thomas McMillen, who was then our Chairman, made a commitment that they
would
collectively, within the first 40 trading days after separate trading of
Warrants commenced, purchase up to 600,000 Warrants in the public marketplace
at
prices not to exceed $0.70 per Warrant. They further agreed that any
Warrants purchased by them or their affiliates or designees would not be sold
or
transferred until the completion of a “Business Combination” as defined in the
Issuer’s Amended and Restated Certificate of Incorporation. Consistent
with this commitment, the Reporting Person purchased 452,000 Warrants in
the market.
In
January, 2007, the Reporting Person purchased in the market 43,000 shares of
Common Stock, as detailed in the table below, with personal funds, including
funds borrowed on commercial terms by the Reporting Person.
Common
Stock
Purchase Date
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Number of
Shares
Purchased
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Aggregate
Purchase Price
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January
11, 2007
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7,000
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39,390.00
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January
12, 2007
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35,000
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198,450.00
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January
16, 2007
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1,000
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5,680.00
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43,000
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$
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243,520.00
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Item
4. Purpose
of Transaction.
The
Reporting Person acquired the Shares and Warrants for investment purposes.
The
Reporting Person may, from time to time, depending upon market conditions and
other factors deemed relevant by the Reporting Person, acquire additional shares
of Common Stock or Warrants. The Reporting Person reserves the right to, and
may
in the future choose to, change his purpose with respect to his investment
and
take such actions as he deems appropriate in light of the circumstances
including, without limitation, to dispose of, in the open market, in a private
transaction or by gift, all or a portion of the shares of Common Stock or
Warrants which he now owns or may hereafter acquire.
At
the
date of this statement, the Reporting Person, except as set forth in this
statement and consistent with the Reporting Person’s position with the Issuer,
has no plans or proposals which would result in:
(a)
The
acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the Issuer;
(b)
An
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries;
(c)
A
sale or transfer of a material amount of assets of the Issuer or any of its
subsidiaries;
(d)
Any
change in the present board of directors or management of the Issuer, including
any plans or proposals to change the number or term of directors or to fill
any
existing vacancies on the board;
(e)
Any
material change in the present capitalization or dividend policy of the
Issuer;
(f)
Any
other material change in the Issuer’s business or corporate
structure;
(g)
Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Issuer by
any
person;
(h)
Causing a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association;
(i)
A
class of equity securities of the issuer becoming eligible for termination
of
registration pursuant to Section 12(g)(4) of the Exchange Act; or
(j)
Any
action similar to any of those actions enumerated above.
Item
5. Interest
in Securities of the Issuer.
All
of
the percentages calculated in this statement take into account 2,602,813 shares
issued in connection with Issuer’s acquisition (the “Acquisition”)
of
VTC, L.L.C. and Vortech, LLC (together, “TSS/Vortech”)
from
Thomas P. Rosato and Gerard J. Gallagher and certain other selling members
and
the conversion of approximately 756,500 shares of Common Stock into cash in
connection with the vote on the acquisition of TSS/Vortech, resulting in
approximately 11,396,314 outstanding shares of Common Stock (not including
any
shares issuable upon the exercise of Warrants). This number of outstanding
shares does not include the 574,000 shares to be issued to employees of
TSS/Vortech in connection with the acquisition of TSS/Vortech. The percentages
reflect, in both the numerator and denominator of the computation as to the
Reporting Person, the number of shares of Common Stock issuable upon the
exercise of Warrants held by the Reporting Person.
All
share
ownership data in this Item 5 includes shares of Common Stock issuable upon
the
exercise of Warrants beneficially owned by the Reporting Person.
As
of the
date of this statement, the Reporting Person may be deemed to be the beneficial
owner of an aggregate of 1,070,000 shares of Common Stock, which represents
approximately 9.0% of the Common Stock outstanding as of the date of this
statement. The Reporting Person has the sole power to vote or direct the vote
of, and to dispose or direct the disposition of, the 618,000 shares he holds
directly and has the sole power to dispose or direct the disposition of the
452,000 shares subject to Warrants held by the Reporting Person.
Item
6. Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of
the
Issuer.
Escrow
of Founders’ Shares.
Prior to
the Issuer’s initial public offering, the Issuer issued 1,750,000 shares to its
founding stockholders. All of the shares issued to the Issuer’s founding
stockholders prior to the Issuer’s initial public offering (including an
aggregate of 575,000 shares owned by the Reporting Person) remain in escrow
with
Continental Stock Transfer & Trust Company, as escrow agent, pursuant
to an escrow agreement that expires on July 13, 2008. During the escrow period,
these shares cannot be sold, but the founding stockholders will retain all
other
rights as stockholders, including, without limitation, the right to vote their
shares of Common Stock and the right to receive cash dividends, if declared.
If
dividends are declared and payable in shares of Common Stock, such dividends
will also be placed in escrow.
Registration
Rights Agreement.
The
Reporting Person and the Issuer, Washington Capital Advisors, LLC, David J.
Mitchell, Asa Hutchinson, Donald L. Nickles, Paladin Homeland Security Fund,
L.P., Paladin Homeland Security Fund (NY City), L.P., Paladin Homeland Security
Fund (CA), L.P. and Paladin Homeland security Fund (Cayman Islands), L.P. are
parties to a registration rights agreement with the Issuer pursuant to which
the
holders of the majority of such stockholders’ shares purchased prior to the
Issuer’s initial public offering will be entitled to make up to two demands that
the Issuer register such shares. The holders of a majority of such shares may
elect to exercise these registration rights at any time after the date on which
these shares of common stock are released from escrow, July 13, 2008. In
addition, these stockholders have certain “piggy-back” registration rights on
registration statements filed subsequent to the date on which these shares
of
Common Stock are released from escrow. The Issuer will bear the expenses
incurred in connection with the filing of any such registration statements.
Warrants.
With the
completion of the acquisition of TSS/Vortech, the Issuer’s outstanding Warrants
to purchase Common Stock became exercisable.
Each
Warrant entitles the registered holder to purchase one share of the Issuer’s
Common Stock at a price of $5.00 per share, subject to adjustment as discussed
below, at any time commencing on January 19, 2007.
The
Warrants will expire on July 12, 2009 at 5:00 p.m., New York City
time.
The
Issuer may call the Warrants for redemption:
· |
in
whole and not in part;
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at
a price of $0.01 per Warrant at any time after the Warrants become
exercisable;
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upon
not less than 30 days’ prior written notice of redemption to each Warrant
holder; and
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if,
and only if, the reported last sale price of the Common Stock equals
or
exceeds $8.50 per share, for any 20 trading days within a 30 trading
day
period ending third business days before the Issuer send notice of
redemption to Warrant holders and the weekly trading volume of the
Common
Stock has been at least 200,000 shares for each of the two calendar
weeks
before the Issuer sends the notice of
redemption.
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The
right
to exercise the Warrants will be forfeited unless they are exercised before
the
date specified in the notice of redemption. On and after the redemption date,
the record holder of a Warrant will have no further rights except to receive,
upon surrender of the Warrants, the redemption price.
The
exercise price and number of shares of Common Stock issuable upon exercise
of
the Warrants may be adjusted in certain circumstances, including in the event
of
a stock dividend, or a recapitalization, reorganization, merger or
consolidation. However, the Warrants will not be adjusted for issuances of
common stock at a price below their exercise prices.
Voting
Agreement.
On
January 19, 2007, at the closing of the Acquisition, the Issuer and, as
stockholders, Gerard J. Gallagher, Thomas P. Rosato, C. Thomas McMillen and
the
Reporting Person entered into a Voting Agreement (the “Voting
Agreement”).
The
Voting Agreement terminates immediately following the re-election of directors
at the Issuer’s 2008 annual meeting.
In
the
Voting Agreement, the stockholders party thereto agree to vote their shares
in
favor of the following with respect to the election of directors:
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Gerard
J. Gallagher and Thomas P. Rosato have the right to propose the nomination
of four nominees to the Issuer’s board of directors, two of whom must
constitute “independent directors” within the meaning of NASDAQ rules,
provided that at least one such “independent director” is approved by
members of the board of directors that are not so nominated by Gerard
J.
Gallagher and Thomas P. Rosato; and
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the
members of the board of directors who are not nominated by Gerard
J.
Gallagher and Thomas P. Rosato have the right to designate five members
of
the board of directors, three of whom must constitute “independent
directors” within the meaning of NASDAQ rules, provided that at least one
such “independent director” must be approved by Gerard J. Gallagher and
Thomas P. Rosato.
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In
the
Voting Agreement, each stockholder party thereto has agreed to vote his shares
to elect the following individuals to the Issuer’s board of directors: Gerard J.
Gallagher; C. Thomas McMillen; David J. Mitchell; Donald L. Nickles; Thomas
P.
Rosato; and Harvey L. Weiss. While any director may be removed from the board
of
directors in the manner allowed by law and the Issuer’s governing documents,
each of Gerard J. Gallagher and Thomas P. Rosato and the members of the board
not nominated by Gerard J. Gallagher and Thomas P. Rosato have agreed not to
vote their shares for the removal of the other group’s designees absent written
approval of such group.
In
the
Voting Agreement, Gerard J. Gallagher and Thomas P. Rosato and the Reporting
Person and C. Thomas McMillen agree to vote their shares, to the extent
applicable, in favor of electing the following individuals to the following
offices:
Harvey
L. Weiss
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Chairman
of the Board of Directors
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C.
Thomas McMillen
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Vice
Chairman of the Board of Directors
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Thomas
P. Rosato
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Chief
Executive Officer
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Gerard
J. Gallagher
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President/Chief
Operating Officer
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Item
7. Material
to be Filed as Exhibits.
Exhibit
99.1. Specimen Warrant certificate (included as Exhibit 4.3 to the Issuer’s
Registration Statement on Form S-1, as amended (Registration No. 333-123504),
and incorporated herein by reference)
Exhibit
99.2. Form of Registration Rights Agreement entered into by the Issuer and
certain of its stockholders (included as Exhibit 10.12 to the Issuer’s
Registration Statement on Form S-1, as amended (Registration No. 333-123504),
and incorporated herein by reference)
Exhibit
99.3 Voting Agreement dated January 19, 2007 by Fortress America Acquisition
Corporation, Thomas P. Rosato, Gerard J. Gallagher, C. Thomas McMillen and
Harvey L. Weiss (included as Exhibit 10.11 to the Current report on Form 8-K
of
the Issuer dated January 19, 2007 and incorporated herein by
reference)
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Dated:
January 29, 2007
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HARVEY
L.
WEISS |
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By: |
/s/
Harvey L. Weiss |
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Name: Harvey
L. Weiss |
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EXHIBIT
INDEX
Exhibit
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Number
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Description
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99.1
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Specimen
Warrant certificate (included as Exhibit 4.3 to the Issuer’s Registration
Statement on Form S-1, as amended (Registration No. 333-123504),
and
incorporated herein by reference)
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99.2
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Form
of Registration Rights Agreement entered into by the Issuer and certain
of
its stockholders (included as Exhibit 10.12 to the Issuer’s Registration
Statement on Form S-1, as amended (Registration No. 333-123504),
and
incorporated herein by reference)
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99.3
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Voting
Agreement dated January 19, 2007 by Fortress America Acquisition
Corporation, Thomas P. Rosato, Gerard J. Gallagher, C. Thomas McMillen
and
Harvey L. Weiss (included as Exhibit 10.11 to the Current report
on Form
8-K of the Issuer dated January 19, 2007 and incorporated herein
by
reference)
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