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):
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January
7,
2009
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Fortress
International Group, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
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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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7226 Lee DeForest Drive, Suite 203, 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)
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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
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment
ofCertain Officers; Compensatory Arrangements of Certain
Officers.
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(e) On
January 7, 2009, the Board of Directors (the “Board”) of Fortress International
Group, Inc. (the “Company”) issued equity grant of an aggregate of 40,000
restricted stock awards and 20,000 restricted stock unit awards to John Morton,
III, in connection with his appointment as the Chairman of the
Board.
The equity grant described above were
made pursuant and subject to the Company’s 2006 Omnibus Incentive Compensation
Plan and are further subject to the terms and conditions of an appropriate award
agreement. The restricted stock awards issued to Mr. Morton will vest one month
following the date of grant and will be fully vested upon the occurrence of
change-in-control of the Company. The restricted stock unit awards issued to Mr.
Morton will vest upon attainment of a $3.00 per share closing price of the
Company’s common stock, par value $0.0001 per share, for twenty consecutive
trading days, provided that Mr. Morton remains on the Board through such vesting
date. If the vesting condition is not met on or before January 7, 2011, the
second anniversary of the date of grant, no portion of the restricted stock
units shall vest and the restricted stock units shall terminate. In addition,
the restricted stock units will be fully vested upon the occurrence of
change-in-control of the Company prior to January 7, 2011.
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.
(Registrant)
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Date:
January 12, 2009
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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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