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
6, 2008
|
Fortress
International Group, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
|
(State
or Other Jurisdiction of
Incorporation)
|
000-51426
|
20-2027651
|
(Commission
File Number)
|
(IRS
Employer Identification
No.)
|
7726
Lee DeForest Drive, Suite 203, Columbia,
Maryland
|
21046
|
(Address
of Principal Executive
Offices)
|
(Zip
Code)
|
(410)
423-7438
|
(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 Certain Officers; Election of Directors; Appointment
of Certain
Officers; Compensatory Arrangements of Certain Officers.
|
(b)
On
November 6, 2008, Mr. Harvey L. Weiss resigned as Chairman of the Board of
Directors (the “Board”) of Fortress International Group, Inc. (the “Company”),
effective December 3, 2008. Mr. Weiss will remain on the Board and will serve
as
Vice-Chairman of the Board.
(c)
On
November 6, 2008, the Board appointed John Morton, III, as Chairman of the
Board, effective upon the resignation of Mr. Weiss. In connection with such
appointment and effective the date hereof, Mr. Morton resigned as Chairman
of
the Audit Committee of the Board and the Board appointed William L. Jews, a
member of the Board and the Audit Committee, as Chairman of the Audit Committee.
Mr.
Morton,
64, has
served as a Director since January 2007. Prior to his election as a Director,
Mr. Morton had served as a director of Broadwing Corp. from April 2006 until
January 2007, when Broadwing Corp. was acquired by Level 3 Communications,
Inc.
Prior to that, Mr. Morton had served as President of Premier Bank, Bank of
America until his retirement in September 2005 and was a member of Bank of
America’s Management Operating Committee. From 1997 to 2001, Mr. Morton served
as President of Mid-Atlantic Region, Bank of America. Prior to assuming the
Regional President position, Mr. Morton was President of the Private Client
Group from 1996 to 1997. From 1994 to 1996, he was Chairman, Chief Executive
Officer and President of The Boatmen’s National Bank of St. Louis. From 1993 to
1994, he was Chief Executive Officer and President of Farm and House Financial
Corporation. From 1990 to 1991, Mr. Morton served as Perpetual Financial
Corporation’s Chairman, Chief Executive Officer and President. Mr. Morton was a
member of the Executive Committee of the Federal City Council in Washington
D.C.
and a former Chairman of the Greater Baltimore Committee in Baltimore and
currently serves as a member of the board of directors of Boston Private
Financial Holdings, Barry-Wehmiller Companies and Dynamac International. Mr.
Morton holds a Bachelor of Science from the U.S. Naval Academy and a Master
in
Business Administration from Harvard University. He served in the U.S. Navy
as a
lieutenant aboard the nuclear submarine U.S.S. George Washington
Carver.
A
press
release announcing Mr. Weiss’s resignation and Mr. Morton’s appointment as
Chairman of the Board is attached hereto as Exhibit 99.1 and incorporated herein
by reference.
Item
9.01 Financial Statements and Exhibits.
|
Number
|
Description
|
|
99.1
|
Press
Release, dated November 12, 2008.
|
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.
|
|
|
|
Fortress
International Group, Inc.
(Registrant)
|
|
|
|
Date:
November 12, 2008 |
By: |
/s/ Timothy
C. Dec |
|
Timothy
C. Dec |
|
Chief
Financial Officer |