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):
|
September 25,
2009
|
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.)
|
7226 Lee DeForest Drive, Suite 203, Columbia,
MD
|
21046
|
(Address of Principal
Executive Offices)
|
(Zip
Code)
|
(410) 423-7438
|
(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))
Item
3.01
|
Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer or Listing.
|
On September 25, 2009, Fortress
International Group, Inc. (the “Company”) received a deficiency letter from The
Nasdaq Stock Market LLC (“Nasdaq”) indicating that for the last 30 consecutive
business days the bid price of the Company’s shares of common stock had closed
below $1.00 per share, the minimum closing bid price required by the continued
listing requirements of Nasdaq set forth in Nasdaq Marketplace
Rule 5550(a)(2) (the “Rule”).
In accordance with Marketplace Rule
5810(c)(3)(A), the Company has been given a grace period of 180 calendar days,
or until March 24, 2010, to regain compliance with the Rule. To regain
compliance, the closing bid price of the Company’s shares of common stock must
meet or exceed $1.00 per share for at least ten consecutive business days. If
the Company does not regain compliance with the Rule by March 24, 2010,
Nasdaq will provide written notification to the Company indicating that its
shares of common stock may be delisted from Nasdaq. At that time, the Company
may appeal Nasdaq’s delisting determination to a hearing’s panel. Alternatively,
the Company may be eligible for an additional grace period of 180 calendar days
if it meets the initial listing standards, with the exception of bid price, for
The Nasdaq Capital Market.
As previously disclosed, the Company
has also been given an extension to regain compliance with Rule 5605(b)(1) of
the Nasdaq Marketplace Rules that requires the Board of Directors of the Company
to be comprised of a majority of independent directors.
On September 29, 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.
Item 9.01
|
Financial
Statements and Exhibits.
|
(d) Exhibits:
The following exhibit is furnished
herewith:
|
99.1
|
Press
release, dated September 29, 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.
|
Fortress
International Group, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date:
September 29, 2009
|
By:
|
/s/ Timothy
C. Dec |
|
|
|
Timothy
C. Dec |
|
|
|
Chief
Financial Officer |
|
|
|
|
|