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
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Date
of report (Date of earliest event reported):
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August 11, 2009
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Fortress
International Group, Inc.
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(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
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(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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(410) 423-7438
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(Registrant’s
Telephone Number, Including Area
Code)
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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))
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Item
3.01
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Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer or Listing.
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As previously disclosed, on July 22,
2009, Fortress International Group, Inc. (the “Company”) received a deficiency
letter from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Board of
Directors of the Company no longer complied with Nasdaq’s majority of
independent directors requirement for continued listing on Nasdaq under Listing
Rule 5605(b)(1) (the “Rule”).
As previously disclosed, on August 6,
2009, Mr. C. Thomas McMillen, a non-independent member of the Board of
Directors, resigned from his position as Vice-Chairman and as a member of the
Board of Directors. Following his resignation, the Company has three
independent members and three non-independent members on its Board of
Directors.
The Company submitted to Nasdaq on
August 6, 2009 a specific plan and timetable to achieve compliance with the Rule
in connection with the Staff’s review of Fortress’s eligibility for continued
listing on Nasdaq. On August 11, 2009, the Company received a letter
from Nasdaq notifying the Company that the Staff has determined to grant the
Company an extension to regain compliance with the Rule, as follows: (i) until
the earlier of the Company’s next annual stockholders’ meeting or June 30, 2010;
or (ii) if the next annual stockholders’ meeting is held before December 28,
2009, then the Company must evidence compliance no later than December 28,
2009. The Company is required to submit to Nasdaq documentation,
including biographies of any new directors, evidencing compliance no later than
the dates stated above. In the event the Company does not regain
compliance during this cure period, Nasdaq rules require the Staff to provide
written notification to the Company that its securities will be
delisted.
On August 12, 2009, the Company issued
a press release announcing its receipt of Nasdaq’s letter granting the Company a
cure period in order to regain compliance with the Rule. A copy of the
press release is being furnished as Exhibit 99.1 to this report and is
incorporated herein by reference.
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Item 9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits:
The
following exhibit is furnished herewith:
99.1 Press
release, dated August 12, 2009
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:
August 12, 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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\