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): August
29,
2007
Fortress
International Group, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(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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(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
1.01 Entry
into a Material Definitive Agreement.
(a)
On
August
29, 2007, Fortress International Group, Inc. (the “Company”), acting through its
disinterested Board of Directors and approved by the Company’s audit committee,
entered into a prepayment agreement (the “Agreement”) with Thomas P. Rosato, the
Company’s Chief Executive Officer and a member of the board of directors, to
revise the repayment terms of the $5,000,000 Convertible Promissory Note, dated
January 19, 2007, issued to Mr. Rosato by the Company (the “Rosato Note”), as
consideration in connection with the Company’s acquisition of TSS/Vortech.
Pursuant to the Agreement, the Company has agreed to pay down a portion of
the
Rosato Note in the amount of $2,000,000 as a prepayment of the Rosato Note
and
Rosato has agreed that such prepayment shall retire $2,500,000 of the
Rosato Note. In addition, Rosato has agreed to use the $2,000,000 of funds
received from the Company to purchase the Company’s publicly traded common stock
and warrants pursuant to a 10b5-1 Plan with a designated broker in accordance
with the conditions of Rule 10b-18 of the Securities Exchange Act of 1934,
as
amended.
The
description of the material terms of the Agreement above is subject to the
full
terms and conditions of the Agreement, a copy of which is filed herewith as
Exhibit 10.1 and is incorporated herein by reference.
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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Prepayment
Agreement, dated as of August 29, 2007, between Fortress International
Group, Inc. and Thomas P. Rosato
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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:
August 29, 2007
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By:
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/s/
Harvey L. Weiss
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Harvey
L. Weiss
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Chairman
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