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 5, 2013
Date of Report (Date of earliest event reported)
TSS, INC.
(Exact name of registrant as specified in
its charter)
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Delaware
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000-51426
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20-2027651
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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7226 Lee DeForest Drive, Suite 104
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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
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(Registrant’s telephone number, including area code)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
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As described below under Item 5.07, at the
annual meeting of stockholders of TSS, Inc. (then known as Fortress International Group, Inc.) (the “Company”) held
on June 5, 2013 (the “2013 Annual Meeting”), the Company’s stockholders approved an amendment to the Company’s
Second Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”), which changed its corporate
name from “Fortress International Group, Inc.” to “TSS, Inc.”. The Certificate of Amendment was filed with
the Delaware Secretary of State on June 5, 2013, with an effective date of June 6, 2013. A copy of the Certificate of Amendment
is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
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Item 5.07.
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Submission of Matters to a Vote of Security Holders
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Six proposals were submitted to the stockholders
of the Company for their approval at the 2013 Annual Meeting held on June 5, 2013, which proposals are described in detail in the
Company’s proxy statement for the 2013 Annual Meeting filed with the Securities and Exchange Commission on April 26, 2013.
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 II director to serve a three-year term expiring in 2016. The final results of voting regarding this proposal were as
follows:
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Name
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For
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Withheld
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Broker Non-Votes
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Anthony Angelini
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7,894,656
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191,129
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4,758,683
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2. The stockholders of the Company voted to approve an
amendment to the Company’s Certificate of Incorporation to change the Company’s corporate name. The final results regarding
this proposal were as follows:
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For
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Against
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Abstain
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12,670,791
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52,546
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121,131
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3. Holders of 66 2/3% of the Company’s
common stock did not vote in favor of an amendment to the Company’s Certificate of Incorporation to declassify the Board
of Directors of the Company by eliminating its three classes and to provide for an annual election of directors. The final results
regarding this proposal were as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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7,997,306
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40,998
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47,481
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4,758,683
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4. The stockholders of the Company voted
to approve, on an advisory basis, the compensation of the Company’s named executive officers. The final results regarding
this proposal were as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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7,625,442
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460,323
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20
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4,758,683
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5. The stockholders of the Company voted
to recommend, on an advisory basis, that the Company should conduct future advisory votes on the compensation of the Company’s
named executive officers every three years. The final results regarding this proposal were as follows:
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Every Year
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Every Two Years
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Every Three Years
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Broker Non-Votes
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3,085,560
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128,052
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4,867,653
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4,763,203
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6. 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, 2013. The final results of voting regarding this proposal were as follows:
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For
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Against
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Abstain
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11,398,649
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1,396,773
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49,046
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Item 7.01
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Regulation FD Disclosure
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The Company submitted documentation to the
Financial Industry Regulatory Authority to announce the corporate name change and request a trading symbol change. Effective at
the open of business on June 10, 2013, the new trading symbol for the Company will be “TSSI”. The new CUSIP number
is 87288V101.
On June 7, 2013, the Company issued a press
release announcing the new corporate name, the new trading symbol and certain grants of stock options. A copy of the press release
is being furnished herewith as Exhibit 99.1 to this Form 8-K. Exhibit 99.1 shall not be deemed filed for purposes of Section 18
of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act
of 1933, except as shall be expressly set forth by specific reference in a filing.
Statements contained in this report contain
“forward-looking statements,” within the meaning of the Private Securities Litigation Reform Act of 1995.
In
this context, forward-looking statements may address matters such as our expected future business and financial performance, and
often contain words such as “guidance,” “prospects,” “expects,” “anticipates,”
“intends,” “plans,” “believes,” “seeks,” “should,” or “will.”
Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Particular uncertainties
that could adversely or positively affect the Company's future results include: the Company's reliance on a significant portion
of its revenues from a limited number of customers; risks relating to operating in a highly competitive industry; actual or potential
conflicts of interest between the Company and members of the Company’s senior management; risk relating to rapid technological,
structural, and competitive changes affecting the industries the Company serves; the uncertainty as to whether the Company can
replace its backlog; risks involved in properly managing complex projects; risks relating to the possible cancellation of customer
contracts on short notice; risks relating to our ability to continue to implement our strategy, including having sufficient financial
resources to carry out that strategy; risks relating to our ability to meet all of the terms and conditions of our debt obligations;
uncertainty related to current economic conditions and the related impact on demand for our services; and other risks and uncertainties
disclosed in the Company's filings with the Securities and Exchange Commission, including the Annual Report on Form 10-K for the
fiscal year ended December 31, 2012. These uncertainties may cause the Company's actual future results to be materially different
than those expressed in the Company’s forward-looking statements. The Company does not undertake to update its forward-looking
statements
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Item 9.01.
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Financial Statements and Exhibits.
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3.1
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Certificate of Amendment of Second Amended and Restated Certificate of Incorporation, dated effective June 6, 2013.
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99.1
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Press Release, dated June 7, 2013.
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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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TSS, INC.
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By:
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/s/ Maura McNerney
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Maura McNerney
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Chief Financial Officer
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Date: June 7, 2013
CERTIFICATE OF AMENDMENT
OF
SECOND AMENDED AND RESTATED CERTIFICATE
OF INCORPORATION
OF
FORTRESS INTERNATIONAL GROUP, INC.
Fortress International
Group, Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”),
does hereby certify that:
FIRST
: The Second
Amended and Restated Certificate of Incorporation of the Corporation, as heretofore amended (the “Certificate of Incorporation”),
is hereby further amended by deleting Article FIRST thereof in its entirety and the following is substituted in lieu thereof:
“FIRST:
Name
.
The name of this corporation is TSS, Inc. (the “Corporation”).”
SECOND
: The
foregoing amendment to the Certificate of Incorporation herein certified has been duly approved and adopted in accordance with
the provisions of Section 228 and Section 242 of the General Corporation Law of the State of Delaware.
THIRD
: That this Certificate of Amendment
of the Certificate of Incorporation shall be effective on June 6, 2013.
IN WITNESS WHEREOF,
the Corporation has caused this Certificate of Amendment to be executed by its duly authorized officer on this 5th day of June,
2013.
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FORTRESS INTERNATIONAL GROUP, INC.
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By:
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/s/ Maura McNerney
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Maura McNerney
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Chief Financial Officer
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Company Contact:
TSS, Inc.
Toi Barnhardt, Marketing
Phone: (410) 423-7300
FORTRESS INTERNATIONAL GROUP, INC. BECOMES
TSS, INC.
COLUMBIA, MD – June 7, 2013 –
Fortress International Group, Inc. (Other OTC: FIGI)
,
a provider of consulting and engineering, construction
management, system integration and site services for mission-critical facilities, today announced that its stockholders have approved
changing its corporate name to TSS, Inc. Total Site Solutions, or more commonly TSS, is the company’s primary operating unit,
and the company anticipates strengthening its brand recognition by making TSS, Inc. the name of the parent public company.
The company will trade as “
TSSI
”
on the OTCQB marketplace when trading commences on Monday, June 10
th
, 2013.
Anthony Angelini, Chief Executive Officer
for TSS, Inc., states, “We are excited that our stockholders have approved the name change and look forward to the new market
opportunities that continue to develop for TSS. The consolidation and new presentation of the TSS brand will accurately reflect
our commitment to provide our clients with integrated, end-to-end solutions.”
The company also announced grants of inducement
stock options to purchase an aggregate of 604,000 shares of the company’s common stock to eleven employees who were hired
by the company in connection with the acquisition of the data center integration services business announced on May 21, 2013. All
of the company’s independent directors approved these grants, which were not made under any compensation plan approved by
the company’s stockholders. 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
the grant date. These stock options become exercisable in equal annual installments on the first, second, and third anniversaries
of the grant date.
About TSS, Inc.
TSS is leading mission-critical facilities
into a new era of maximum uptime and efficiency. TSS provides consulting and engineering, construction management, system integration
and 24/7/365 site services for the world's most technology dependent organizations. Serving as a trusted advisor, TSS delivers
the strategic guidance and pre-planning that makes every stage of the critical facility lifecycle more efficient. TSS services
include facility and energy assessments of existing traditional data centers, design, engineering and construction management for
new and expansion projects, deployment and post deployment services for modular data center projects, systems integration and 24/7/365
operations and maintenance of client facilities that optimize performance and reduce cost.
TSS is headquartered in Maryland, with
offices throughout the U.S. For more information, visit: www.totalsitesolutions.com or call 888-321-4877.
Forward Looking Statements
This press release may contain "forward-looking
statements" -- that is, statements related to future -- not past -- events, plans, and prospects. In this context, forward-looking
statements may address matters such as our expected future business and financial performance, and often contain words such as
"guidance," "expects," "anticipates," "intends," "plans," "believes,"
"seeks," "should," or "will." Forward-looking statements by their nature address matters that are,
to different degrees, uncertain. Particular uncertainties that could adversely or positively affect the Company's future results
include: the Company's reliance on a significant portion of its revenues from a limited number of customers; risks relating to
operating in a highly competitive industry; actual or potential conflicts of interest between the Company and members of the Company’s
senior management; risks relating to rapid technological, structural, and competitive changes affecting the industries the Company
serves; the uncertainty as to whether the Company can replace its backlog; risks involved in properly managing complex projects;
risks relating the possible cancellation of customer contracts on short notice; risks relating our ability to continue to implement
our strategy, including having sufficient financial resources to carry out that strategy; risks relating to our ability to meet
all of the terms and conditions of our debt obligations; uncertainty related to current economic conditions and the related impact
on demand for our services; and other risks and uncertainties disclosed in the Company's filings with the Securities and Exchange
Commission, including the Annual Report on Form 10-K for the fiscal year ended December 31, 2012. These uncertainties may cause
the Company's actual future results to be materially different than those expressed in the Company's forward-looking statements.
The Company does not undertake to update its forward-looking statements.