Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
May
13, 2010
Date of
Report (Date of earliest event reported)
FORTRESS
INTERNATIONAL GROUP, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-51426
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20-2027651
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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7226
Lee DeForest Drive, Suite 203
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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)
423-7438
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(Registrant’s
telephone number, including area
code)
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Not
Applicable
(Former
name, former address, and former fiscal year, 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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17
CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17
CFR 240.13e-4(c))
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Item
2.02.
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Results
of Operations and Financial
Condition.
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On
Thursday, May 13, 2010, Fortress International Group, Inc. (the “Company”),
issued a press release reporting certain financial results of the Company for
the first quarter of 2010.
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, May 13, 2010, at 9:00 a.m., Eastern Daylight 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. 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. Particular uncertainties that could adversely or
positively affect the Company's future results include: 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 of
whether the Company can raise additional funds to continue its operations, if
necessary; 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
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; uncertainty related to
current economic conditions and the related impact on demand for our
services; and other risks
and uncertainties disclosed in the Company's filings with the Securities and
Exchange Commission, including the Annual Report on Form 10-K for the fiscal
year ended December 31, 2009. 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.
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Item
9.01.
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Financial
Statements and Exhibits.
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99.1
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Press
Release, dated May 13, 2010.
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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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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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Date: May
13, 2010