Attached files
| file | filename |
|---|---|
| EX-99.1 - TSS, Inc. | v169558_ex99-1.htm |
| EX-10.1 - TSS, Inc. | v169558_ex10-1.htm |
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
Date of
report (Date of earliest event reported): December 21, 2009
Fortress
International Group, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
|
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)
|
(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))
Item
1.01. Entry into a Material Definitive
Agreement.
The information contained in Item 2.01
of this Current Report on Form 8-K with respect to the sale of substantially all
of the assets of Rubicon contemplated by the Purchase Agreement (as such terms
are defined below) is hereby incorporated by reference.
Item 2.01 Completion of Acquisition or
Disposition of Assets.
On December 21, 2009, Fortress
International Group, Inc. (the “Company”) and its wholly-owned
subsidiary, Rubicon Integration, LLC (“Rubicon”), entered into an
Asset Purchase Agreement (the “Purchase Agreement”) with
Rubicon Acquisition Company, LLC, a Delaware limited liability (“Purchaser”).
Pursuant to the Purchase Agreement,
Rubicon agreed to sell to Purchaser substantially all of the assets of Rubicon,
including certain liabilities, for an aggregate consideration of (i) $1,000,000
in cash, subject to certain adjustment to be determined within 60 days of the
closing, (ii) $235,714.32, by means of Purchaser’s assumption of the
Company’s obligation for payment of an outstanding promissory note, dated May
22, 2009, (iii) $104,711 by means of Purchaser’s assumption of Rubicon’s
obligation for payment of certain bonus payments earned by James Embley, William
Pirrone and Eric Holzworth pursuant to their respective employment agreements,
(iv) a promissory note issued by Purchaser to Rubicon in the amount of
$534,574.69, plus 4.0% interest accruing annually, payable in equal monthly
installments over an eighteen-month period commencing on April 21, 2010, four
months after the closing of the Purchase Agreement, and guaranteed by each of
James Embley, William Pirrone and Eric Holzworth, and (v) additional earn-out
amounts, contingent upon the performance of certain projects following the
closing.
The consummation of the Purchase
Agreement is subject to certain closing conditions, including, obtaining certain
approvals and consents. There can be no assurance that the closing conditions
will be met and that the Purchase Agreement will be consummated.
Item 8.01. Other Events.
On December 22, 2009, the Company
issued a press release announcing the execution of the Purchase
Agreement, a copy of which is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Document
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10.1
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Asset
Purchase Agreement, dated as of December 21, 2009, by and among Rubicon
Integration, LLC, Fortress International Group, Inc. and Rubicon
Acquisition Company, LLC
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99.1
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Press
release, dated December 22,
2009
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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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Fortress
International Group, Inc.
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||
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Date:
December 22, 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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EXHIBIT
INDEX
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Exhibit No.
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Description
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10.1
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Asset
Purchase Agreement, dated as of December 21, 2009, by and among Rubicon
Integration, LLC, Fortress International Group, Inc. and Rubicon
Acquisition Company, LLC
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99.1
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Press
release, dated December 22, 2009
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