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): March 25,
2009
Fortress
International Group, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
(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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(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
2.02. Results
of Operations and Financial Condition.
On
Wednesday, March 25, 2009, Fortress International Group, Inc. (the “Company”)
issued a press release reporting certain financial results of the Company for
the fourth quarter of 2008 and the year ended December 31, 2008.
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, March 26, 2009, at 8:30 a.m., Eastern Standard 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. 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 the Company, particular
uncertainties that could adversely or positively affect its future results
include the following: the Company’s reliance on a significant portion of its
revenues from a limited number of customers; the uncertainty as to whether the
Company 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
the Company’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 the Company’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 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.
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Document
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99.1
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Press
Release, dated March 25, 2009
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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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Date:
March 25, 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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EXHIBIT
INDEX
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Exhibit No.
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Document
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99.1
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Press
Release, dated March 25, 2009
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