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

 

March 14, 2012

Date of Report (Date of earliest event reported)

 

FORTRESS INTERNATIONAL GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Delaware 000-51426 20-2027651

(State or other jurisdiction of

incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

 

7226 Lee DeForest Drive, Suite 209    
Columbia, Maryland   21046
(Address of principal executive offices)   (Zip Code)

 

(410) 423-7438
(Registrant’s telephone number, including area code)

 

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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

(17 CFR 240.14d-2(b))

¨ 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 of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On March 14, 2012, Fortress International Group, Inc. (the “Company”) entered into an Amendment No. 1 to Executive Employment Agreement (“Amendment No. 1”) with Anthony Angelini, Chief Executive Officer of the Company. The amendment increases Mr. Angelini’s annual base salary by $100,000 to $350,000, effective March 19, 2012.  A copy of Amendment No. 1 is filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

 

On March 14, 2012, the Company entered into an Amendment to Executive Employment Agreement (the “Amendment”) with Gerard J. Gallagher, the President and Chief Operating Officer of the Company. The amendment decreases Mr. Gallagher’s annual base salary to $75,000, effective April 1, 2012 through December 31, 2012, and automatically increases Mr. Gallagher’s annual base salary to $175,000, effective January 1, 2013 through December 31, 2013. A copy of the Amendment is filed as Exhibit 99.2 to this Form 8-K and is incorporated herein by reference.

 

Item 9.01.              Financial Statements and Exhibits.

 

99.1 Amendment No. 1 to Executive Employment Agreement, effective as of March 14, 2012, between the Company and Anthony Angelini.
99.2 Amendment to Executive Employment Agreement, effective as of March 14, 2012, between the Company and Gerald J. Gallagher.

 

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.

 

  FORTRESS INTERNATIONAL GROUP, INC.
     
  By: /s/ Timothy C. Dec
    Timothy C. Dec
    Chief Financial Officer

 

Date: March 19, 2012

 

 

 

AMENDMENT NO. 1

TO

EXECUTIVE EMPLOYMENT AGREEMENT

 

This AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENT (this “ Amendment ”), is effective as of the 14th day of March 2012, by and between FORTRESS INTERNATIONAL GROUP, INC., a Delaware corporation (the “ Company ”), and Anthony Angelini (the “ Executive ”). Each of the Company and Executive are hereinafter individually referred to as a “ Party ,” and collectively as the “ Parties ”.

 

EXPLANATORY STATEMENT

 

The Parties are all of the parties to that certain Executive Employment Agreement effective as of January 3, 2012 (the “ Employment Agreement ”). The Parties desire to amend certain terms and conditions set forth in the Employment Agreement, all as further described and set forth in this Amendment.

 

AGREEMENT

 

NOW, THEREFORE , in consideration of the foregoing and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

 

1.           Amendments to Employment Agreement .

 

(a)           Section 3.1 . Section 3.1 is hereby deleted in its entirety and the following is substituted in lieu thereof:

 

3.1.          Base Salary. Effective March 19, the Company shall pay the Executive an annual base salary of Three Hundred Fifty Thousand Dollars ($350,000) paid in approximately equal installments bi-weekly during the Employment Period. At least annually, the Board will review the Executive’s Base Salary in order to determine, in the sole discretion of the Board or the Compensation Committee of the Board, whether the Base Salary should be increased. In no event shall the Executive’s Base Salary be reduced below the amount paid in the preceding year without the prior written consent of the Executive. Such base salary, as from time to time increased, is referred to in this Agreement as the “ Base Salary .”

 

(b)          Section 7.4 . Section 7.4 is hereby deleted in its entirety and the following is substituted in lieu thereof:

 

7.4           No Disparagement. The Executive shall not make any public statement, or engage in any conduct, that is disparaging to the Company, or any of its employees, officers, directors or stockholders, including, but not limited to, any statement that disparages the products, services, finances, financial condition, capabilities or other aspects of the business of the Company. The Company shall not make any public statement, or engage in any conduct, that is disparaging to the Executive. Notwithstanding any term to the contrary herein, neither party shall be in breach of this Section 7.4 for the making of any truthful statements required by law under oath.

 
 

 

 

2.           Effect of Amendment . Except as otherwise expressly provided herein, all provisions of the Employment Agreement shall remain in full force and effect. This Amendment and the Employment Agreement contain the entire understanding of the Parties with respect to the subject matter hereof and thereof, and supersede all prior oral or written communications, agreements and understandings between the Parties with respect to the subject matter hereof and thereof. This Amendment is intended to modify the provisions of the Employment Agreement . If there is a conflict between the terms of this Amendment and the Employment Agreement , the Parties intend that the provisions of this Amendment should govern their respective rights and obligations.

 

3.           Miscellaneous . The Explanatory Statement forms a material basis for this Amendment and is expressly incorporated herein and made a part hereof. All capitalized terms not otherwise defined in this Amendment shall have the meanings assigned to them in the Employment Agreement. All questions concerning the construction, validity, and interpretation of this Amendment and the performance of the obligations imposed by this Amendment will be governed by the laws of the State governing the Employment Agreement , without reference to any conflict of laws rules that would apply the laws of another jurisdiction. This Amendment may be executed simultaneously in multiple counterparts, each of which will be deemed to be an original copy of this Amendment and all of which together will be deemed to constitute one and the same agreement. The exchange of copies of this Amendment and of signature pages by facsimile transmission or e-mail delivery of a .pdf format data file shall constitute effective execution and delivery of this Amendment as to the Parties and may be used in lieu of the original Amendment and signature pages thereof for all purposes.

 

IN WITNESS WHEREOF , the Parties have executed this Amendment as of the day and year first written above.

 

COMPANY :   EXECUTIVE :
     
FORTRESS INTERNATIONAL GROUP, INC.    

 

By: /s/ Peter H. Woodward   /s/ Anthony Angelini
Name: Peter H. Woodward   Anthony Angelini
Title: Chairman, Compensation Committee    

 

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AMENDMENT

TO

EXECUTIVE EMPLOYMENT AGREEMENT

 

This AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “ Amendment ”), is effective as of the 14th day of March 2012, by and between FORTRESS INTERNATIONAL GROUP, INC., a Delaware corporation (f/k/a Fortress America Acquisition Corporation) (the “ Company ”), and Gerard J. Gallagher (the “ Executive ”). Each of the Company and Executive are hereinafter individually referred to as a “ Party ,” and collectively as the “ Parties ”.

 

EXPLANATORY STATEMENTS

 

The Parties are all of the parties to that certain Executive Employment Agreement effective as of January 19, 2007, as amended by Amendment No. 1, dated August 26, 2008, further amended by the Amendment to Executive Employment Agreement effective as of February 28, 2010, and further amended by the Amendment to Executive Employment Agreement effective as of January 3, 2012 (collectively, the “ Employment Agreement ”). The Parties desire to amend certain terms and conditions set forth in the Employment Agreement, all as further described and set forth in this Amendment.

 

AGREEMENT

 

NOW, THEREFORE , in consideration of the foregoing and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

 

1.           Amendments to Employment Agreement .

 

(a)           Section 3.1 . Section 3.1 is hereby deleted in its entirety and the following is substituted in lieu thereof:

 

3.1. Base Salary. Effective April 1, 2012 through December 31, 2012, the Executive’s annual base salary is Seventy-Five Thousand Dollars ($75,000) (“ Base Salary ”), paid in approximately equal installments bi-weekly. Effective January 1, 2013, the Base Salary shall be automatically increased to One Hundred Seventy-Five Thousand Dollars ($175,000) through December 31, 2013. At least annually during the Employment Period thereafter, the Company will review the Base Salary in order to determine, in the sole discretion of the Board or the Compensation Committee of the Board, whether any adjustments to the Base Salary need to be made based on factors approved by the Board, which may include the Executive’s individual performance, the financial results and condition of the Company as of and for the recent fiscal year, and the Company’s projected financial performance and profitability. In no event shall the Base Salary be reduced without the prior written consent of the Executive.

 

(b)           Section 3.2 . Section 3.2 is hereby deleted in its entirety and the following is substituted in lieu thereof:

 

 
 

3.2. Annual Bonus. For each calendar year that begins during the Employment Period (each such calendar year, a “ Bonus Year ”), the Executive shall be eligible to receive a bonus in an amount and on such terms as are established by the Board in its sole discretion. Any bonus for an applicable calendar year, or portion thereof, shall be paid to the Executive no later than March 15 of the calendar year following the Bonus Year.

 

2.           Effect of Amendment . Except as otherwise expressly provided herein, all provisions of the Employment Agreement shall remain in full force and effect. This Amendment and the Employment Agreement contain the entire understanding of the Parties with respect to the subject matter hereof and thereof, and supersede all prior oral or written communications, agreements and understandings between the Parties with respect to the subject matter hereof and thereof. This Amendment is intended to modify the provisions of the Employment Agreement; in the event that there is a conflict between the terms of this Amendment and the Employment Agreement, the Parties intend that the provisions of this Amendment should govern their respective rights and obligations.

 

3.           Miscellaneous . The Explanatory Statements form a material basis for this Amendment and are expressly incorporated herein and made a part hereof. All capitalized terms not otherwise defined in this Amendment shall have the meanings assigned to them in the Employment Agreement. All questions concerning the construction, validity, and interpretation of this Amendment and the performance of the obligations imposed by this Amendment will be governed by the laws of the State governing the Employment Agreement, without reference to any conflict of laws rules that would apply the laws of another jurisdiction. This Amendment may be executed simultaneously in multiple counterparts, each of which will be deemed to be an original copy of this Amendment and all of which together will be deemed to constitute one and the same agreement. The exchange of copies of this Amendment and of signature pages by facsimile transmission or e-mail delivery of a .pdf format data file shall constitute effective execution and delivery of this Amendment as to the Parties and may be used in lieu of the original Amendment and signature pages thereof for all purposes.

 

IN WITNESS WHEREOF , the Parties have executed this Amendment as of the day and year first written above.

 

COMPANY :   EXECUTIVE :
     
FORTRESS INTERNATIONAL GROUP, INC.    

 

By: /s/ Anthony Angelini   /s/ Gerard J. Gallagher
Name: Anthony Angelini   Gerard J. Gallagher
Title: Chief Executive Officer    

 

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