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): |
March
17, 2008
|
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.)
|
| 9841
Broken Land Parkway, Columbia, Maryland |
21046
|
|
(Address
of Principal Executive
Offices)
|
(Zip
Code)
|
|
(410)
312-9988
|
|
(Registrant’s
Telephone Number, Including Area
Code)
|
|
|
|
(Former
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
2.02.
|
Results
of Operations and Financial
Condition.
|
On
Monday, March 17, 2008, Fortress International Group, Inc. (the “Company” or
“FIGI”) issued a press release reporting certain financial results of the
Company for the fourth quarter of 2007 and the fiscal year ended December 31,
2007.
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.
| Item
7.01. |
Regulation
FD Disclosure.
|
The
Company
will
conduct a conference call and webcast to discuss its financial results on
Tuesday, March 18, 2008, at 8:30 a.m., EST. An accompanying slide presentation
will be available via the Internet at the company’s website at: www.thefigi.com,
which
will be referenced during the conference call.
A
copy of
the slide presentation is being furnished herewith as Exhibit 99.2.
Pursuant
to Regulation FD, the Company is hereby furnishing the financial information
and
the slide presentation, Exhibits 99.1 and 99.2, respectively, which are
incorporated by reference into Item
2.02
and Item 7.01, respectively, of this current report on Form 8-K.
This
information is being “furnished” to the Securities and Exchange Commission and
shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, nor
shall
it be deemed incorporated by reference into any filing under the Securities
Act
of 1933, as amended, 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 FIGI, particular
uncertainties that could adversely or positively affect its future results
include the following: FIGI’s reliance on a significant portion of its revenues
from a limited number of customers; the uncertainty as to whether FIGI 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 related to the implementation of FIGI’s
strategic plan, including the ability to make acquisitions and the performance
and future integration of acquired businesses; and other risks and uncertainties
disclosed in FIGI’s filings with the Securities and Exchange Commission, which
are available at the Securities and Exchange Commission’s internet website
(www.sec.gov) and to which reference is hereby made. These uncertainties may
cause FIGI’s actual future results to be materially different than those
expressed in FIGI’s forward-looking statements. FIGI does not undertake to
update its forward-looking statements.
Item 9.01. Financial
Statements and Exhibits
(d) Exhibits
|
Exhibit No.
|
|
Document
|
| |
|
|
|
99.1
|
|
Press
Release Dated March 17, 2008
|
|
99.2
|
|
Webcast
Slide Presentation
|
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.
(Registrant)
|
|
|
|
| Date:
March 17, 2008 |
By: |
/s/ Timothy
C. Dec |
| |
Timothy
C. Dec |
| |
Chief
Financial Officer |