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
August
11, 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:
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))
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Item
2.02.
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Results
of Operations and Financial
Condition.
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On
Wednesday, August 11, 2010, Fortress International Group, Inc. (the “Company”),
issued a press release reporting certain financial results of the Company for
the three and six months ended June 30, 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
Wednesday, August 11, 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; 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; the uncertainty
whether potential contracts will materialize; risks relating to our ability to
attract qualified management and other personnel; risks relating our ability to
continue to implement our strategic plan; risks relating to our ability to
generate sufficient cash flows to support operations and implement our strategic
plan; 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.
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 August 11, 2010.
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S
I G N A T U R E S
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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:
August 11, 2010