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): January
2,
2008
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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(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
1.01 Entry
into a Material Definitive Agreement.
On
January 2, 2008, Fortress International Group, Inc. (the “Company”), entered
into a definitive Stock Purchase Agreement (the “Purchase Agreement”) with SMLB
Ltd., an Illinois corporation (“SMLB”), and each of the stockholders of SMLB
(collectively, the “Sellers”) for the acquisition of SMLB. The
closing of the acquisition occurred simultaneously with the execution of the
Purchase Agreement.
SMLB
provides professional construction management services for mission-critical
facilities.
Pursuant
to the Purchase Agreement, the Company acquired 100% of the issued and
outstanding capital stock of SMLB
for an
aggregate consideration consisting of (i) $2,000,000 in cash, subject to certain
adjustment to be determined within 60 days of the closing of the acquisition,
as
provided in the Purchase Agreement, (ii) an unsecured promissory note (the
“Note”) for an aggregate amount of $500,000 payable to Sellers, plus interest
accruing at 6% annually from the date of the issuance of the Note, (iii) an
aggregate of 96,896 shares of common stock, par value $0.0001 per share, of
the
Company, to be held in escrow pursuant to a certain indemnity escrow agreement,
and (iv) additional earn-out amounts, contingent upon the achievement of certain
operational and financial targets by SMLB for each of the calendar years 2008
and 2009 and subject to satisfaction of any outstanding indemnification
obligations by the Sellers, as further described in the Purchase Agreement.
The
Note referred to above is payable in three years, based on a five-year
amortization schedule, with $100,000 plus accrued interest payable on each
of
January 2, 2009 and January 2, 2010 and the balance of $300,000 plus accrued
interest payable on January 2, 2011.
The
issuance of the shares of common stock was exempt from registration pursuant
to
Section 4(2) of the Securities Act of 1933, as amended.
In
connection with the Purchase Agreement and effective on the closing,
SMLB
entered
into employment agreements with Larry Bergfalk and Erick Detloff, each of whom
was an employee of SMLB prior to the acquisition, to serve as Vice President
and
Assistant Vice President of SMLB, respectively.
The
foregoing description of the transactions does not purport to be a complete
statement of the parties’ rights and obligations under the relevant agreements
and is qualified in its entirety by reference to the full text of the Purchase
Agreement, copy of which is attached hereto as Exhibit 10.1 and incorporated
herein by reference.
Item
3.02. Unregistered
Sales of Equity Securities.
The
information contained in Item 1.01 of this Current Report on Form 8-K with
respect to the securities issued in the acquisition is hereby incorporated
by
reference.
Item
8.01. Other
Events.
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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Stock
Purchase Agreement by and among SMLB Ltd., the Stockholders of SMLB
Ltd.,
and the Company dated January
2, 2008.
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99.1
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Press
Release of the Company dated January
3, 2008.
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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:
January 4, 2008
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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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