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):
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August 20,
2009
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Fortress
International Group, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
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
5.02 Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangement of Certain Officers.
On August 20, 2009, the Board of
Directors of Fortress International Group, Inc. (the “Company”), in order to
reduce its operating costs and increase its available cash, implemented a 10%
salary reduction for substantially all of the Company’s employees. Moreover, the
Company’s employees whose annual base salary is more than $150,000 following the
aforementioned 10% salary reduction, agreed to further reduce their annual base
salary to a maximum of $150,000 (the “Additional Reduction”). Consequently, the
annual base salary of the Company’s executive officers, Thomas P. Rosato, the
Chief Executive Officer, Gerard J. Gallagher, the President and Chief Operating
Officer, and Timothy C. Dec, the Chief Financial Officer, has been reduced to
$150,000. In addition, and in lieu of the difference in their annual base salary
caused by the Additional Reduction, Messrs. Rosato, Gallagher and Dec, were
awarded equity grants of an aggregate of 102,564, 102,564 and 48,410 restricted
stock awards, respectively, subject to the Company’s 2006 Omnibus Incentive
Compensation Plan and further subject to the terms and conditions of an
appropriate award agreement to be entered into with each of these executive
officers. The restricted stock awards issued to each of the executive officers
will vest two years following the date of grant and will be fully vested upon
the occurrence of a change-in-control of the Company.
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 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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