Unassociated Document
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 25, 2008
FORTRESS
INTERNATIONAL GROUP, Inc.
(Exact
name of registrant as specified in its charter)
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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 21046
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (410) 312-9988
Fortress
America Acquisition Corporation
4100
North Fairfax Drive, Suite 1150
Arlington,
Virginia 22203-1664
(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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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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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¨
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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
8.01 Other
Events.
On
January 25, 2008, we entered into an agreement with a new customer to
provide certain design, technology consulting, construction management
and
facility maintenance services. We anticipate generating a total of
approximately $116 million in revenue on a cost plus basis assuming that
all the services to be provided under the agreement are provided as expected
by
the parties. We currently expect to provide approximately sixty percent
of the
services during 2008. However, the agreement may be terminated by the customer
at any time upon written notice. In addition, we will rely on subcontractors
to
perform parts of the contracted services and may experience delays or
cancellations in the delivery of certain services. Accordingly, there is
no
assurance as to the timing or level of revenue to be generated over the
term of
the agreement.
Statements
contained in this report contain “forward-looking statements,” within the
meaning of Section 27A of the Securities Act, and Section 21E of the
Securities Exchange Act of 1934, as amended. These forward-looking 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 the Company, particular
uncertainties that could adversely or positively affect its future results
include the following: the Company’s reliance on a significant portion of its
revenues from a limited number of customers; the uncertainty as to whether
the
Company 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
the Company’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 the Company’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 Company’s actual future results to be
materially different than those expressed in the Company’s forward-looking
statements. The Company does not undertake to update its forward-looking
statements.
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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Dated:
January 31, 2008
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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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