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
24, 2007
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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9841
Broken Land Parkway, 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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(410)
312-9988
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Telephone Number, Including Area Code) |
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Name or Former Address, if Changed Since Last
Report) |
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
1.01 Entry
into a Material Definitive Agreement.
On
September 24, 2007, Fortress International Group, Inc. (the “Company”), entered
into a definitive Stock Purchase Agreement (the “Agreement”) with Innovative
Power Systems Inc. (“IPSI”), Quality Power Systems, Inc., (“QPSI” and
collectively with IPSI, the “Power Systems Entities”) and the stockholders of
the Power Systems Entities (collectively, the “Sellers”).
Pursuant
to the Agreement, the Company acquired 100% of the issued and outstanding
capital stock of the Power Systems Entities for the aggregate consideration
consisting of (i) $1,747,000 in cash, subject to certain adjustment as provided
in the Agreement, (ii) a promissory note (the “Note”) for the aggregate amount
of $300,000 payable to Sellers, plus interest accruing at 6% annually from
the
date of the issuance of the Note (the
Note
is payable in three years, based on a five-year amortization schedule, as
described in Note), (iii) $150,000 worth of shares of common stock of the
Company, calculated based on the average of the last reported sale price per
share of the Company on the Nasdaq over the 20 consecutive trading days ending
on the two trading days prior to the closing, and (iv) additional earn-out
amounts if the Power Systems Entities achieve certain targeted earnings for
each
of the calendar years 2007-2010, as further described in the Agreement.
The
issuance of the shares of common stock was exempt from registration pursuant
to
Section 4(2) of the Securities Act of 1933, as amended, and Regulation D
promulgated thereunder.
In
connection with the Agreement and effective on the closing, IPSI entered into
two-year employment agreements with each of Messrs. Dan Toland and Wayne Byrd,
with an automatic renewal of an additional one year, unless terminated by the
Company in advance, Messrs. Toland and Byrd will serve as co-managers of the
day-to-day operations of the Power System Entities and each of them will be
entitled to a base salary and performance bonus contingent upon achievement
of
certain earnings targets by IPSI.
The
foregoing description of the transactions does not purport to be a complete
statement of the parties’ rights and obligations under the relevant agreements
and are qualified in their entirety by reference to the full text of the
Agreement. A copy of the Agreement is attached as an exhibit to this Form 8-K
and incorporated herein by reference.
Item
3.02. Unregistered
Sales of Equity Securities.
The
information contained in Item 1.01 of this Current Report on Form 8-K with
respect to the securities issued in the acquisition is hereby incorporated
by
reference.
Item
8.01. Other
Events
Item 9.01. Financial
Statements and Exhibits
(d) Exhibits
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Exhibit No.
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Document
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10.1
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Stock
Purchase Agreement dated September 24, 2007 between Innovative Power
Systems Inc., the Stockholders of Innovative Power Systems Inc.,
Quality
Power Systems, Inc., the Stockholders of Quality Power Systems, Inc.,
and
the Company.
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99.1
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Press
Release of the Company dated September 25,
2007.
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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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(Registrant)
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Date:
September 27, 2007
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By:
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/s/
Thomas P. Rosato
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Thomas
P. Rosato
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Chief
Executive Officer
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