Fortress International Group, Inc. (Form: 8-K, Received: 06/08/2012 16:06:18)

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

June 6, 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	(Commission File Number)	(I.R.S. Employer
incorporation)		Identification No.)

7226 Lee DeForest Drive, Suite 104
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.

Item 5.07.

Submission of Matters to a Vote of Security Holders

On June 6, 2012, Fortress International Group, Inc. (the “Company”) held the annual meeting of its stockholders. Three proposals were submitted to the stockholders of the Company for their approval, which proposals are described in detail the Company’s proxy statement for the 2012 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 30, 2012. The final results of voting for each matter submitted to a vote of the stockholders at the meeting were as follows:

1. The stockholders of the Company elected one Class I director to serve a three-year term expiring in 2015. The final results of voting regarding this proposal were as follows:

Name

For

Withheld

Broker
Non-Votes

Gerald J. Gallagher

7,203,990

89,381

5,395,175

2. The stockholders of the Company voted to approve an amendment to the Company’s 2006 Omnibus Incentive Compensation Plan (the “Plan”) to increase the maximum total number of shares of common stock that may be issued under the Plan by 2,000,000 shares from 3,050,000 shares to 5,050,000 shares. The final results of voting regarding this proposal were as follows:

For				Against				Abstain				Broker Non-Votes
	7,014,728				275,933				2,710				5,395,175

On April 30, 2012, options to purchase 750,000 shares of the Company’s common stock were granted to Anthony Angelini, the Company’s Chief Executive Officer and a director, and options to purchase 150,000 shares of the Company’s common stock were granted to Timothy C. Dec, the Company’s Chief Financial Officer. These awards were subject to stockholder approval of the proposed amendment to the Plan.

The exercise price per share for these stock options is equal to the average of the high and low bid prices for the Company’s common stock reported daily on the OTCQB Marketplace during the 20 trading days following April 30, 2012, which was $0.44. The options granted to Mr. Dec become exercisable when the fair market value of the Company’s common stock is at least $3.00 for 20 consecutive business days. The options granted to Mr. Angelini become exercisable in installments when the fair market value of the Company’s common stock is at least a specified amount for 20 consecutive business days as described below:

Amount		Fair Market Value
	125,000	$	1.50
	125,000	$	2.00
	125,000	$	2.50
	125,000	$	3.00
	125,000	$	3.50
	125,000	$	4.00

Other than options to purchase 250,000 shares of the Company’s common stock that became exercisable when the fair market value of the Company’s common stock is $3.50 and $4.00 per share for 20 consecutive trading days, the options granted to Mr. Angelini become immediately exercisable upon the termination of Mr. Angelini’s employment by the Company other than for Cause (as defined in his employment agreement), by Mr. Angelini for a good reason (as defined in his employment agreement), or upon his death or disability, provided that the fair market value of the Company’s common stock is at least $1.00 for five trading days between the grant date and the date Mr. Angelini’s employment is terminated.

3. The stockholders of the Company voted to ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012. The final results of voting regarding this proposal were as follows:

For				Against				Abstain
	12,655,266				24,999				8,281

Item 9.01.

Financial Statements and Exhibits.

99.1

Fortress International Group, Inc. 2006 Omnibus Incentive Compensation Plan, as amended (previously filed with the Commission as Annex A to the Company’s Definitive Proxy Statement on Schedule 14A filed on April 30, 2012, and incorporated herein by reference).

99.2

Stock Option Agreement, dated as of April 30, 2012, between the Company and Anthony Angelini with respect to options to purchase 250,000 shares of the Company’s common stock.

99.3

Stock Option Agreement, dated as of April 30, 2012, between the Company and Timothy C. Dec.

99.4

Stock Option Agreement, dated as of April 30, 2012, between the Company and Anthony Angelini. with respect to options to purchase 500,000 shares of the Company’s common stock.

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: June 8, 2012

STOCK OPTION AGREEMENT

This Stock Option Agreement (this “Agreement”) is made as of April 30, 2012 (“Grant Date”), between Fortress International Group, Inc. (the “Company”) and Anthony Angelini (the “Option Holder”). The Board of Directors of the Company has authorized the grant of an Option to the Option Holder under the Company’s 2006 Omnibus Incentive Compensation Plan (the “Plan”), subject to the terms and provisions of the Plan and the additional conditions set forth below. Capitalized terms used but not defined in this Agreement have the meanings given to them in the Plan.

The Company and the Option Holder agree as follows:

The Option Holder accepts all provisions of the Plan, a copy of which has been delivered to the Option Holder.

The Option is intended to qualify as an Incentive Stock Option to the fullest extent permitted by Code Section 422, and this Agreement shall be so construed.

The Company grants to the Option Holder, subject to the conditions of the Plan, an Option to purchase 250,000 shares of Common Stock (“Option Shares”) in installments as set forth in paragraph 4 of this Agreement at an exercise per share equal to the average of the high and low bid prices for the Common Stock reported daily on the OTCQB marketplace during the 20 trading days following the Grant Date (the “Exercise Price”). The Option is expressly conditioned upon the approval by the Company’s stockholders of an amendment to the Plan increasing the number of shares of Common Stock reserved for issuance under the Plan. The Option shall be cancelled and become null and void if the Company’s stockholders do not approve such an amendment at the 2012 Annual Meeting of Stockholders of the Company.

The Option shall become exercisable and may be exercised in installments in accordance with the following schedule:

(a)

with respect to 125,000 Option Shares, when the Fair Market Value is $3.50 for 20 consecutive Business Days; and

(b)

with respect to 125,000 Option Shares, when the Fair Market Value is $4.00 for 20 consecutive Business Days.

For purposes of this Agreement, “Business Day” means any day other than Saturday, Sunday, or a day on which commercial banks are authorized or required by law to close.

Notwithstanding paragraph 4 of this Agreement, the Option may not be exercised after April 30, 2022.

The Option is nontransferable otherwise than by will or the laws of descent and distribution, and, during the lifetime of the Option Holder, the Option may be exercised only by the Option Holder or, during the period the Option Holder is under a legal disability, by the Option Holder’s guardian or legal representative. Except as provided above, the Option may not be assigned, transferred, pledged, hypothecated or disposed of in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process.

If the Option Holder dies without the Option covered by this Agreement having been exercised in full, the executor or administrator of the Option Holder’s estate or the person who inherits the right to exercise the Option by bequest or inheritance shall have the right within three years of the Option Holder’s death to purchase the number of Option Shares the Option Holder was entitled to purchase at the date of death, after which such Option will lapse, provided that in no event may such Option be exercised after April 30, 2022.

Pursuant to Code Section 422(d) the aggregate fair market value (determined as of the Grant Date) of shares of Common Stock with respect to which all Incentive Stock Options first become exercisable by the Option Holder in any calendar year under the Plan or any other plan of the Company (and its parent and subsidiary corporations, within the meaning of Code section 424(e) and (f), as may exist from time to time) may not exceed $100,000 or such other amount as may be permitted from time to time under Code section 422. To the extent that such aggregate fair market value exceeds $100,000 or other applicable amount in any calendar year, such stock options will be treated as Nonqualified Stock Options with respect to the amount of aggregate fair market value thereof that exceeds the Code Section 422(d) limit. For this purpose, the Incentive Stock Options will be taken into account in the order in which they were granted. In such case, the Committee or the Board may designate the shares of Common Stock that are to be treated as stock acquired pursuant to the exercise of Incentive Stock Options and the shares of Common Stock that are to be treated as stock acquired pursuant to Nonqualified Stock Options by issuing separate certificates for such shares and identifying the certificates as such in the stock transfer records of the Company.

Notwithstanding anything herein to the contrary, if the Option Holder owns, directly or indirectly through attribution, stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or of any of its subsidiaries (within the meaning of Code section 424(f)) on the Grant Date, then the Exercise Price is the greater of (a) the Exercise Price or (b) 110% of the Fair Market Value on the Grant Date, and the Option may not be exercised after last business day prior to the fifth anniversary of the Grant Date.

Code Section 422 provides additional limitations respecting the treatment of the Option as Incentive Stock Options

10.

The Option may be exercised non-sequentially in respect of any other Option granted under the Plan or other stock option plan of the Company, whether now in the Option Holder’s possession or hereafter acquired.

11.

If the Option Holder makes a disposition (as that term is defined in Code Section 424(c)) of any Option Shares acquired pursuant to this Option within two years of the Grant Date or within one year after the Option Shares are transferred to the Option Holder, the Option Holder agrees to notify the Committee of such disposition in writing within 30 days of the disposition.

12.

At the time the Option is exercised, in whole or in part, or at any time thereafter as requested by the Company, the Option Holder hereby authorizes withholding from payroll or any other payment of any kind due the Option Holder and otherwise agrees to make adequate provision for foreign, federal, state and local taxes required by law to be withheld, if any, which arise in connection with the Option (including upon a disqualifying disposition within the meaning of Code section 421(b)). The Company may require the Option Holder to make a cash payment to cover any withholding tax obligation as a condition of exercise of the Option or issuance of share certificates representing Option Shares.

The Committee may, in its sole discretion, permit the Option Holder to satisfy, in whole or in part, any withholding tax obligation that may arise in connection with the Option either by electing to have the Company withhold from the shares to be issued upon exercise that number of shares, or by electing to deliver to the Company already-owned shares, in either case having a Fair Market Value equal to the amount necessary to satisfy the statutory minimum withholding amount due. If the Option Holder elects to satisfy the tax withholding obligation by having the Company withhold shares of Common Stock upon the exercise of the Option, the number of shares of Common Stock to be withheld shall be based on the minimum estimated federal, state and local taxes payable by the Option Holder as a result of the exercise of the options.

13.

This Agreement is intended to conform in all respects with, and is subject to all applicable provisions of, the Plan. Inconsistencies between this Agreement and the Plan shall be resolved in accordance with the terms of the Plan. In the event of any ambiguity in this Agreement or any matters as to which this Agreement is silent, the Plan shall govern.

The undersigned parties have executed this Agreement as of the day and year first above written.

FORTRESS INTERNATIONAL GROUP, INC.

By:	/s/ Peter Woodward
	Peter Woodward
	Chairman of the Compensation Committee

OPTION HOLDER

/s/ Anthony Angelini
Anthony Angelini

STOCK OPTION AGREEMENT

This Stock Option Agreement (this “Agreement”) is made as of April 30, 2012 (“Grant Date”), between Fortress International Group, Inc. (the “Company”) and Timothy C. Dec (the “Option Holder”). The Board of Directors of the Company has authorized the grant of an Option to the Option Holder under the Company’s 2006 Omnibus Incentive Compensation Plan (the “Plan”), subject to the terms and provisions of the Plan and the additional conditions set forth below. Capitalized terms used but not defined in this Agreement have the meanings given to them in the Plan.

The Company and the Option Holder agree as follows:

The Option Holder accepts all provisions of the Plan, a copy of which has been delivered to the Option Holder.

The Option is intended to qualify as an Incentive Stock Option to the fullest extent permitted by Code Section 422, and this Agreement shall be so construed.

The Company grants to the Option Holder, subject to the conditions of the Plan, an Option to purchase 150,000 shares of Common Stock (“Option Shares”) in installments as set forth in paragraph 4 of this Agreement at an exercise per share equal to the average of the high and low bid prices for the Common Stock reported daily on the OTCQB marketplace during the 20 trading days following the Grant Date (the “Exercise Price”). The Option is expressly conditioned upon the approval by the Company’s stockholders of an amendment to the Plan increasing the number of shares of Common Stock reserved for issuance under the Plan. The Option shall be cancelled and become null and void if the Company’s stockholders do not approve such an amendment at the 2012 Annual Meeting of Stockholders of the Company.

The Option shall become exercisable and may be exercised in installments when the Fair Market Value is $3.00 for 20 consecutive Business Days. For purposes of this Agreement, “Business Day” means any day other than Saturday, Sunday, or a day on which commercial banks are authorized or required by law to close.

Notwithstanding paragraph 4 of this Agreement, the Option may not be exercised after April 30, 2022.

10.

11.

12.

13.

The undersigned parties have executed this Agreement as of the day and year first above written.

FORTRESS INTERNATIONAL GROUP, INC.

By:	/s/ Peter Woodward
	Peter Woodward
	Chairman of the Compensation Committee

OPTION HOLDER

/s/ Timothy C. Dec
Timothy C. Dec

STOCK OPTION AGREEMENT

The Company and the Option Holder agree as follows:

The Option Holder accepts all provisions of the Plan, a copy of which has been delivered to the Option Holder.

The Option is intended to qualify as an Incentive Stock Option to the fullest extent permitted by Code Section 422, and this Agreement shall be so construed.

The Company grants to the Option Holder, subject to the conditions of the Plan, an Option to purchase 500,000 shares of Common Stock (“Option Shares”) in installments as set forth in paragraph 4 of this Agreement at an exercise per share equal to the average of the high and low bid prices for the Common Stock reported daily on the OTCQB marketplace during the 20 trading days following the Grant Date (the “Exercise Price”). The Option is expressly conditioned upon the approval by the Company’s stockholders of an amendment to the Plan increasing the number of shares of Common Stock reserved for issuance under the Plan. The Option shall be cancelled and become null and void if the Company’s stockholders do not approve such an amendment at the 2012 Annual Meeting of Stockholders of the Company.

The Option shall become exercisable and may be exercised in installments in accordance with the following schedule:

(a)

with respect to 125,000 Option Shares, when the Fair Market Value is $1.50 for 20 consecutive Business Days;

(b)

with respect to 125,000 Option Shares, when the Fair Market Value is $2.00 for 20 consecutive Business Days;

(c)

with respect to 125,000 Option Shares, when the Fair Market Value is $2.50 for 20 consecutive Business Days; and

(d)

with respect to 125,000 Option Shares, when the Fair Market Value is $3.00 for 20 consecutive Business Days.

For purposes of this Agreement, “Business Day” means any day other than Saturday, Sunday, or a day on which commercial banks are authorized or required by law to close.

Notwithstanding paragraph 4 of this Agreement, the Option may not be exercised after April 30, 2022.

Except as otherwise set forth in this Agreement or the Plan, if the Option Holder ceases to be actively employed for any reason by the Company or a Subsidiary, the Option shall terminate effective the close of business on the date the Option Holder ceases to be a regular, full-time employee of the Company or a Subsidiary, except (a) to the extent previously exercised, (b) as provided in paragraph 8 of this Agreement, and (c) in the case of involuntary termination of employment, for a period of 60 days thereafter the Option Holder shall be entitled to exercise that portion of the Option that was exercisable at the close of business on the date the Option Holder ceased to be a regular, full-time employee of the Company or a Subsidiary, provided that in no event may any Option be exercised after April 30, 2022. Notwithstanding the foregoing, the Option shall become immediately exercisable upon the termination of the Option Holder’s employment with the Company or a Subsidiary (x) by the Company other than for “Cause” (as defined in that certain Employment Agreement, dated January 3, 2012 (the “Employment Agreement”), between the Option Holder and the Company), (y) by the Option Holder for a “Good Reason” (as defined in the Employment Agreement), or (z) due to the Option Holder’s death or “Disability” (as defined in the Employment Agreement), provided that the Fair Market Value is at least $1.00 for five trading days between the Grant Date and the date of the Option Holder’s termination of employment with the Company or a Subsidiary.

Code Section 422 provides additional limitations respecting the treatment of the Option as Incentive Stock Options

10.

11.

12.

13.

The undersigned parties have executed this Agreement as of the day and year first above written.

FORTRESS INTERNATIONAL GROUP, INC.

By:	/s/ Peter Woodward
	Peter Woodward
	Chairman of the Compensation Committee

OPTION HOLDER

/s/ Anthony Angelini
Anthony Angelini