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): November
30,
2007
Fortress
International Group, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
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(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
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(Registrant’s
Telephone Number, Including Area Code)
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(Former
Name or Former Address, if Changed Since Last
Report)
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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
1.01 Entry
into a Material Definitive Agreement.
The
information contained in Item 2.01 of this Current Report on Form 8-K with
respect to the closing of the acquisition contemplated by the Purchase Agreement
(as defined below) is hereby incorporated by reference.
Item
2.01 Completion
of Acquisition or Disposition of Assets.
On
November 30, 2007, Fortress International Group, Inc. (the “Company”), entered
into a definitive Membership Interest Purchase Agreement (the “Purchase
Agreement”) with Rubicon Integration, LLC, a Delaware limited liability company
based in McLean, Virginia (“Rubicon”), and each of the members of Rubicon
(jointly, the “Sellers”). The
closing of the acquisition occurred simultaneously with the execution of the
Purchase Agreement.
Rubicon
provides consulting, owners representation and equipment integration services
for mission-critical facilities to corporate customers across the United States.
Pursuant
to the Purchase Agreement, the Company acquired 100% of the membership interests
of Rubicon, owned collectively by the Sellers, for the aggregate consideration
consisting of (i) $4,500,000 in cash, subject to certain adjustment to be
determined within 60 days of the closing of the acquisition, as provided in
the
Purchase Agreement, (ii) 200,000 shares of common stock, par value $0.0001
per
share, of the Company, payable in the aggregate to Sellers, pro rata to Sellers
membership interests in Rubicon, to be held in escrow pursuant to a certain
indemnity escrow agreement, (iii) two unsecured promissory notes (jointly,
the
“Notes”) in the maximum amount of $1,500,000 and $2,000,000, respectively, plus
interest accruing at 6% annually from November 30, 2007, the date of the
issuance, payable to the Sellers upon the achievement of certain operational
and
financial targets for December 2007 and for the calendar year 2008,
respectively, and (iv) additional earn-out amounts, contingent upon the
achievement of certain earnings targets by Rubicon for each of the calendar
years 2008-2009.
In
connection with the Purchase Agreement and effective on the closing of the
acquisition, Rubicon has entered into employment agreements with each of Messrs.
James Embley, William Pirrone and Eric Holzworth, each of whom was an employee
of Rubicon prior to the acquisition.
The
issuance of the shares of common stock was exempt from registration pursuant
to
Section 4(2) of the Securities Act of 1933, as amended.
Item
3.02. Unregistered
Sales of Equity Securities.
As
more
fully described in Item 2.01 of this Current Report on Form 8-K, in connection
with the Purchase Agreement, on the closing date, the Company issued 200,000
shares of its Common Stock, par value $0.0001 per share. The issuance of such
shares to the Sellers was exempt from registration pursuant to Section 4(2)
of
the Securities Act of 1933, as amended.
Item
8.01. Other
Events.
Item 9.01. Financial
Statements and Exhibits.
(a) Financial
statements of business acquired.
The
financial statements required by Item 9.01(a) of Form 8-K will be filed no
later
than 71 days from the date of this Current Report on Form 8-K.
(b) Pro
forma financial information.
The
pro
forma financial statements required by Item 9.01(b) of Form 8-K will be filed
no
later than 71 days from the date of this Current Report on Form
8-K.
(d) Exhibits
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Exhibit No.
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Document.
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99.1
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Press
Release of the Company, dated December 3, 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:
December 6, 2007
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By:
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/s/
Timothy C. Dec
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Timothy
C. Dec
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Chief
Financial Officer
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