Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): August
6, 2007
Fortress
International Group, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or
Other Jurisdiction of
Incorporation)
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000-51426
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20-2027651
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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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(410)
312-9988
(Registrant’s
Telephone Number, Including Area Code)
(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
communications pursuant to Rule 425 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
5.02 Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
(c)
On
August
6, 2007, Fortress International Group, Inc. (the “Company”), acting through its
Board of Directors, appointed Timothy C. Dec as Vice President and Chief
Financial Officer of the Company, effective August 20, 2007. In connection
with
this appointment, on August 6, 2007, the Company entered into an employment
agreement with Mr. Dec (the “Agreement”). Pursuant to the Agreement, Mr. Dec
will become the Chief Financial Officer of the Company, effective August 20,
2007 and will be responsible for the Company’s finance, accounting and treasury
functions and will report to the Company’s Chief Executive Officer, Thomas
Rosato. Pursuant to the Agreement, the term of Mr. Dec’s employment is from
August 20, 2007 until August 14, 2010.
The
Agreement has the following principal terms: Mr. Dec will receive an initial
annual base salary of $225,000 and he is eligible to receive an incentive bonus
each fiscal year in an amount equal to up to 50% of his annual base salary
for
such year, with the payment of such bonus based on Mr. Dec’s achievement of
performance objectives established by the Company’s Board of Directors each
fiscal year. In addition, Mr. Dec will be eligible for any other bonus that
the
Compensation Committee of the Board of Directors may determine in its sole
discretion. The Company will also provide Mr. Dec with a $1,000,000 life
insurance policy. The Agreement also provides for certain severance arrangements
for Mr. Dec. In the event that Mr. Dec’s employment is terminated without
“cause,” pursuant to a “change of control” or by Mr. Dec for “good reason” (each
as defined in the Agreement), the Company is required to pay Mr. Dec (1) all
accrued but unpaid compensation; (2) severance payments in accordance with
the
Company’s normal payroll practices based on his annual base salary for a period
of 12 months; and (3) payment of, or reimbursement for, the continuation of
his
health insurance coverage equal to the same percentage of the premium paid
by
the Company at the time of termination pursuant to COBRA for a 12-month period
following such termination date. In the event that Mr. Dec’s employment is
terminated due to either his death or disability, for cause or by Mr. Dec (other
than for good reason), the Company is required to pay Mr. Dec (or his estate,
as
the case may be) all accrued but unpaid compensation through the date of
termination.
Pursuant
to the Agreement, the Company will also grant Mr. Dec 40,000 shares of
restricted common stock of the Company pursuant to the Company’s 2006 Omnibus
Incentive Compensation Plan. So long as Mr. Dec continues to be employed by
the
Company, 50% of the shares of restricted stock awarded to him will vest and
become non-forfeitable 18 months after the commencement date and the remainder
will vest and become non-forfeitable 36 months after the commencement date.
In
addition, Mr. Dec is eligible to receive an additional 40,000 shares of
restricted stock based on achieving certain milestones established by the Board
of Directors. The Agreement also provides for reimbursement of reasonable
expenses incurred or paid by Mr. Dec in connection with or related to the
performance of his duties under the Agreement, including reimbursement of up
to
$800 per month for automobile-related expenses.
The
description of the material terms of the Agreement above is subject to the
full
term and conditions of the Agreement, a copy of which is filed herewith as
Exhibit 10.1 and is incorporated herein by reference. There is no family
relationship between Mr. Dec and any of the executive officers or directors
of
the Company. There have been no transactions between Mr. Dec and the Company
in
which Mr. Dec has a direct or indirect material interest that the Company is
required to report.
Prior
to
his appointment and since June 2006, Mr. Dec was the Chief Financial Officer
of
Presidio Networked Solutions Inc., the nation’s largest independent value-added
solutions provider that offers a wide range of Cisco-centric network
infrastructure and collaborative solutions. From 1999 until May 2006, Mr. Dec
was Senior Vice President, Chief Accounting Officer & Treasurer of Broadwing
Corporation, a NASDAQ listed telecommunications company. Broadwing Corp was
acquired by Level 3 Inc in 2007. From 1997 to 1999, Mr. Dec was Director of
Accounting and Administration for Thermo Trilogy Corporations, a subsidiary
of
AMEX listed Thermo Electron Company. Earlier in his career, Mr. Dec held finance
and accounting related positions at North American Vaccine, Inc. an AMEX listed
company engaged in the research, development and manufacturing of vaccines,
privately held general contractor Clark Construction and Intertek Services
International, LTD, a division of Inchcape Group, a multinational public company
based in London, England. Mr. Dec holds a Batchelor of Science degree in
Accounting from Mount Saint Mary’s University in Emmitsburg, Maryland, and a
Masters of Business Administration from American University in Washington DC.
He
is a Certified Public Accountant.
The
Company’s press release dated August 8, 2007 announcing the appointment of Mr.
Dec as described above is filed herewith as Exhibit 99.1 and is incorporated
herein by reference.
Item 9.01. Financial
Statements and Exhibits
(d) Exhibits
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Exhibit No.
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Document
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10.1
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Executive
Employment Agreement, dated as of August 6, 2007, between Fortress
International Group, Inc. and Timothy C. Dec
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99.1
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Press
Release, dated August 8, 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
International Group, Inc.
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(Registrant)
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Date:
August 8, 2007
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By:
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/s/
Thomas P. Rosato
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Thomas
P. Rosato
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Chief
Executive Officer
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