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
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Date
of report (Date of earliest event reported):
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August 13,
2009
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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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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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(410)
423-7438
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(Registrant’s
Telephone Number, Including Area
Code)
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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
2.02. Results of Operations and
Financial Condition.
On
Thursday, August 13, 2009, Fortress International Group, Inc. (the “Company”)
issued a press release reporting certain financial results of the Company for
the second quarter of 2009.
A copy of
the press release is being furnished herewith as Exhibit 99.1.
The Company’s financial results contain
non-GAAP financial measures. Pursuant to the requirements of Regulation G, the
Company has provided reconciliations within the press release of the non-GAAP
financial measures to the most directly comparable GAAP financial measures.
Disclosure regarding definitions of these measures used by the Company and why
the Company’s management believes the measures provide useful information to
investors is also included in the press release.
The
Company will conduct a conference call to discuss its financial results on
Thursday, August 13, 2009, at 8:30 a.m., Eastern Standard Time.
The
information in this Report, including Exhibit 99.1 attached hereto, is furnished
pursuant to Item 2.02 of this Current Report on Form 8-K. Such information shall
not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, nor shall it be deemed incorporated by reference into any filing under
the Securities Act of 1933, except as shall be expressly set forth by specific
reference in such filing.
Statements
contained in this report contain “forward-looking statements,” within the
meaning of the Private Securities Litigation Reform Act of 1995. These
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; risks relating to our ability to
continue as a going concern; the uncertainty whether the Company can raise
substantial additional funds to continue its operations; risks associated with
our effort to meet our working capital requirements and scheduled maturities of
indebtedness absent restructuring; 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 relating to our ability to implement a
reduction in our expenses; risks relating our ability to continue to implement
our business plan; risks relating to our liquidity; risks relating to our
ability to meet all of the terms and conditions of our debt obligations; and
other risks and uncertainties disclosed in the Company’s filings with the
Securities and Exchange Commission. These uncertainties may cause the 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.
Item 9.01. Financial
Statements and Exhibits.
(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, dated August 13, 2009
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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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Date:
August 13, 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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EXHIBIT
INDEX
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Exhibit No.
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Description
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99.1
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Press
Release, dated August 13, 2009
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