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): March 14,
2007
Fortress
International Group, Inc.
(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)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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9841
Broken Land Parkway, Columbia, Maryland
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21046
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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: (410)
312-9988
Not
Applicable
(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:
o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
2.02 Results of Operations and Financial Condition
On
March
14, 2007, Fortress International Group, Inc. (“FIGI”) announced its financial
results for the fourth quarter and year ended December 31, 2006. Within the
same
earnings release, FIGI also announced preliminary summary financial information
for Total Site Solutions, which was acquired by FIGI on January 19, 2007. The
press release containing these announcements is filed as Exhibit 99.1 and
incorporated herein by reference.
Item
7.01 Regulation FD
Disclosure
On
March
14, 2007, FIGI management provided guidance on a post-earnings release
conference call. Specifically, management announced that (i) FIGI's current
estimate of 2007 revenues is approximately $80.0 million, excluding any
potential revenues from acquired businesses, and (ii) FIGI believes that
revenues under the recently-announced arrangements with International Business
Machines to provide engineering, design and construction management services
will be not less than $5.0 to $6.0 million based on the predecessor service
provider’s experience.
Statements
contained in this report contain
“forward-looking statements,” within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements are based on the beliefs and
expectations of management, as well as the assumptions made using information
currently available to management. In this context, forward-looking statements
may address matters such as our expected future business and financial
performance, and often contain words such as “guidance,” “expects,”
“anticipates,” “intends,” “plans,” “believes,” “seeks,” “should,” or “will.”
Forward-looking statements by their nature address matters that are, to
different degrees, uncertain. For FIGI, particular uncertainties that could
adversely or positively affect its future results include the following: FIGI’s
reliance on a significant portion of its revenues from a limited number of
customers; the uncertainty as to whether FIGI can replace its declining backlog;
risks involved in properly managing complex projects; risks relating to revenues
under customer contracts, many of which can be canceled on short notice; risks
related to the implementation of FIGI’s strategic plan, including the ability to
make acquisitions and the performance and future integration of acquired
businesses; and other risks and uncertainties disclosed in FIGI’s filings with
the Securities and Exchange Commission, which are available at the Securities
and Exchange Commission’s internet website (www.sec.gov)
and to
which reference is hereby made. These uncertainties may cause FIGI’s actual
future results to be materially different than those expressed in FIGI’s
forward-looking statements. FIGI does not undertake to update its
forward-looking statements.
Item
9.01 Financial Statements and Exhibits
99.1
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Press
Release dated March 14, 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.
Date: March
14,
2007
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FORTRESS
INTERNATIONAL GROUP, INC.
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By:
/s/ Thomas P.
Rosato
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Thomas P. Rosato
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Chief Executive Officer
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Exhibit
Index
99.1
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Press
Release dated March 14, 2007
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