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): July 22,
2009
Fortress
International Group, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
(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, MD
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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)
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))
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Item
3.01
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Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer or Listing.
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On July 22, 2009, Fortress
International Group, Inc. (the “Company”) received a deficiency letter from The
Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Board of Directors of the
Company is no longer comprised of a majority of independent directors as
required by the continued listing requirements set forth in Rule 5605(b)(1) of
the Nasdaq Stock Market Listing Rules. In addition, the Company was notified
that it is not eligible for the cure period provided in Listing Rule 5605.
Following the previously disclosed resignations of Messrs. David J. Mitchell and
Donald L. Nickles from the Board of Directors effective June 30, 2009 and July
15, 2009, respectively, the Company has only three independent directors and
four non-independent directors serving on its Board of Directors.
As a result, the Nasdaq Staff is
reviewing the Company’s eligibility for continued listing. To
facilitate the Staff’s review, Nasdaq has requested that the Company provide
Nasdaq with a specific plan and timetable to achieve compliance with the rules
on or before August 6, 2009. The Company intends to submit such plan
and timetable to Nasdaq on or before such date.
On July 24, 2009, the Company
issued a press release announcing its receipt of the Nasdaq’s deficiency
letter. A copy of the press release is being furnished as Exhibit 99.1 to
this report and is incorporated herein by reference.
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Item 9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits:
The
following exhibit is furnished herewith:
99.1 Press
release, dated July 24, 2009
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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Date:
July 24, 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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