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
Date of
report (Date of earliest event reported): December 31,
2008
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, 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
(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
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment ofCertain Officers; Compensatory Arrangements of Certain
Officers.
(e) On
December 31, 2008, the Board of Directors (the “Board”) of Fortress
International Group, Inc. (the “Company”) issued equity grants of an aggregate
of 200,000 restricted stock awards and 100,000 restricted stock unit awards to
its non-executive employees and awards of 25,000 shares of restricted stock and
15,000 restricted stock units to Timothy C. Dec, the Chief Financial
Officer.
The equity grants described above were
made pursuant and subject to the Company’s 2006 Omnibus Incentive Compensation
Plan and are further subject to the terms and conditions of an appropriate award
agreement. The shares of restricted stock issued to Mr. Dec will vest thirty-six
months following the date of grant and will be fully vested upon the occurrence
of change-in-control of the Company. The restricted stock units issued to Mr.
Dec will vest upon attainment of a $3.00 per share closing price of the
Company’s common stock, par value $0.0001 per share, for twenty consecutive
trading days, provided that Mr. Dec remains employed by the Company through such
vesting date. If the vesting condition is not met on or before December 31,
2010, the second anniversary of the date of grant, no units shall vest and the
restricted stock unit awards shall terminate. In addition, the restricted stock
units will be fully vested upon the occurrence of change-in-control of the
Company prior to December 31, 2010.
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 7, 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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