-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S+SXLb0n5nKg7lpNRQV3kDRt2Mi3eRNEREoB1qC+FP5PxEZdxyj7cX9mo1RLTuh8 OtB0brP0NqnXzVtRJWojIQ== 0000921895-08-001947.txt : 20080701 0000921895-08-001947.hdr.sgml : 20080701 20080630200848 ACCESSION NUMBER: 0000921895-08-001947 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20080701 DATE AS OF CHANGE: 20080630 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Fortress International Group, Inc. CENTRAL INDEX KEY: 0001320760 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 202027651 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80979 FILM NUMBER: 08927368 BUSINESS ADDRESS: STREET 1: 7226 LEE DEFOREST DRIVE, STREET 2: SUITE 203 CITY: COLUMBIA STATE: MD ZIP: 21046 BUSINESS PHONE: (410) 312-9988 MAIL ADDRESS: STREET 1: 7226 LEE DEFOREST DRIVE, STREET 2: SUITE 203 CITY: COLUMBIA STATE: MD ZIP: 21046 FORMER COMPANY: FORMER CONFORMED NAME: Fortress America Acquisition CORP DATE OF NAME CHANGE: 20050315 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RAMIUS LLC CENTRAL INDEX KEY: 0001050154 IRS NUMBER: 133937658 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122014823 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: RAMIUS CAPITAL GROUP LLC DATE OF NAME CHANGE: 20010212 SC 13G 1 sc13g06297for_06122008.htm SCHEDULE 13G sc13g06297for_06122008.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No.  )1
 

Fortress International Group, Inc.
 (Name of Issuer)
 
Common Stock, par value $0.0001 per share
 (Title of Class of Securities)
 
34958D102
 (CUSIP Number)
 
June 12, 2008
 (Date of Event Which Requires Filing of this Statement)
 
 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
   o  Rule 13d-1(b)
 
   x  Rule 13d-1(c)
 
   o  Rule 13d-1(d)
 
 

_______________
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
      The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 

CUSIP NO. 34958D102
 
1
NAME OF REPORTING PERSON
 
RCG Enterprise, Ltd
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
651,226 (1)
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
651,226 (1)
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
651,226 (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.1%
12
TYPE OF REPORTING PERSON
 
CO

(1) Includes 3,600 shares of Common Stock currently issuable upon the exercise of certain units and 647,626 shares of Common Stock currently issuable upon the exercise of certain warrants, including those warrants that may be issued upon the exercise of the units.
 
2

CUSIP NO. 34958D102
 
1
NAME OF REPORTING PERSON
 
Ramius LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
651,226 (1)
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
651,226 (1)
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
651,226 (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.1%
12
TYPE OF REPORTING PERSON
 
IA, OO

(1) Includes 3,600 shares of Common Stock currently issuable upon the exercise of certain units and 647,626 shares of Common Stock currently issuable upon the exercise of certain warrants, including those warrants that may be issued upon the exercise of the units.

 
3

CUSIP NO. 34958D102
 
1
NAME OF REPORTING PERSON
 
C4S & Co., L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
651,226 (1)
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
651,226 (1)
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
651,226 (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.1%
12
TYPE OF REPORTING PERSON
 
OO

(1) Includes 3,600 shares of Common Stock currently issuable upon the exercise of certain units and 647,626 shares of Common Stock currently issuable upon the exercise of certain warrants, including those warrants that may be issued upon the exercise of the units.
 
4

CUSIP NO. 34958D102
 
1
NAME OF REPORTING PERSON
 
Peter A. Cohen
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
651,226 (1)
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
651,226 (1)
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
651,226 (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.1%
12
TYPE OF REPORTING PERSON
 
IN

(1) Includes 3,600 shares of Common Stock currently issuable upon the exercise of certain units and 647,626 shares of Common Stock currently issuable upon the exercise of certain warrants, including those warrants that may be issued upon the exercise of the units.

5

CUSIP NO. 34958D102
 
1
NAME OF REPORTING PERSON
 
Morgan B. Stark
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
651,226 (1)
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
651,226 (1)
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
651,226 (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.1%
12
TYPE OF REPORTING PERSON
 
IN

(1) Includes 3,600 shares of Common Stock currently issuable upon the exercise of certain units and 647,626 shares of Common Stock currently issuable upon the exercise of certain warrants, including those warrants that may be issued upon the exercise of the units.
 
6

CUSIP NO. 34958D102
 
1
NAME OF REPORTING PERSON
 
Thomas W. Strauss
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
651,226 (1)
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
651,226 (1)
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
651,226 (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.1%
12
TYPE OF REPORTING PERSON
 
IN

(1) Includes 3,600 shares of Common Stock currently issuable upon the exercise of certain units and 647,626 shares of Common Stock currently issuable upon the exercise of certain warrants, including those warrants that may be issued upon the exercise of the units.
 
7

CUSIP NO. 34958D102
 
1
NAME OF REPORTING PERSON
 
Jeffrey M. Solomon
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
651,226 (1)
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
651,226 (1)
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
651,226 (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.1%
12
TYPE OF REPORTING PERSON
 
IN

(1) Includes 3,600 shares of Common Stock currently issuable upon the exercise of certain units and 647,626 shares of Common Stock currently issuable upon the exercise of certain warrants, including those warrants that may be issued upon the exercise of the units.
 
8

CUSIP NO. 34958D102
 
Item 1(a).
Name of Issuer:

Fortress International Group, Inc. (the “Issuer”)

Item 1(b).
Address of Issuer's Principal Executive Offices:

9841 Broken Land Parkway
Columbia, Maryland 21046

Item 2(a).
Name of Person Filing
Item 2(b).
Address of Principal Business Office or, if None, Residence
Item 2(c).
Citizenship


RCG Enterprise, Ltd (“RCG Enterprise”)
c/o Ramius LLC
599 Lexington Avenue, 20th Floor
New York, New York 10022
Citizenship: Cayman Islands

Ramius LLC (“Ramius”)
599 Lexington Avenue, 20th Floor
New York, New York 10022
Citizenship: Delaware

C4S & Co., L.L.C. (“C4S”)
c/o Ramius LLC
599 Lexington Avenue, 20th Floor
New York, New York 10022
Citizenship: Delaware

Peter A. Cohen (“Mr. Cohen”)
c/o Ramius LLC
599 Lexington Avenue, 20th Floor
New York, New York 10022
Citizenship: United States

Morgan B. Stark (“Mr. Stark”)
c/o Ramius LLC
599 Lexington Avenue, 20th Floor
New York, New York 10022
Citizenship: United States

Thomas W. Strauss (“Mr. Strauss”)
c/o Ramius LLC
599 Lexington Avenue, 20th Floor
New York, New York 10022
Citizenship: United States
 
9

CUSIP NO. 34958D102

Jeffrey M. Solomon (“Mr. Solomon”)
c/o Ramius LLC
599 Lexington Avenue, 20th Floor
New York, New York 10022
Citizenship: United States

Item 2(d).
Title of Class of Securities:

Common Stock, par value $0.0001 per share (the “Common Stock”)

 Item 2(e).
CUSIP Number:

34958D102

Item 3.
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

/X/           Not Applicable.

 
(a)
/ /
Broker or dealer registered under Section 15 of the Exchange Act.

 
(b)
/ /
Bank as defined in Section 3(a)(6) of the Exchange Act.

 
(c)
/ /
Insurance company as defined in Section 3(a)(19) of the Exchange Act.

 
(d)
/ /
Investment company registered under Section 8 of the Investment Company Act.

 
(e)
/ /
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).

 
(f)
/ /
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).

 
(g)
/ /
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).

 
(h)
/ /
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.

 
(i)
/ /
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.

 
(j)
/ /
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4.
Ownership

 
(a)
Amount beneficially owned:

As of the date hereof, RCG Enterprise may be deemed to beneficially own 651,226 shares of Common Stock, consisting of 3,600 shares of Common Stock currently issuable upon the exercise of certain units and 647,626 shares of Common Stock currently issuable upon the exercise of certain warrants, including those warrants that may be issued upon the exercise of the units.

10

CUSIP NO. 34958D102
 
Ramius, as the investment manager of RCG Enterprise, may be deemed to beneficially own the 651,226 shares of Common Stock beneficially owned by RCG Enterprise.

C4S, as the managing member of Ramius, may be deemed to beneficially own the 651,226 shares of Common Stock beneficially owned by Ramius.

Messrs. Cohen, Stark, Strauss and Solomon, as the sole managing members of C4S, may be deemed to beneficially own the 651,226 shares of Common Stock beneficially owned by C4S.

The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another Reporting Person.  Each of Ramius, C4S, Messrs. Cohen, Stark, Strauss and Solomon disclaims beneficial ownership of the Common Stock beneficially owned by RCG Enterprise and the filing of this statement shall not be construed as an admission that any such person is the beneficial owner of any such securities.

 
(b)
Percent of class:

5.1%

Based on 12,740,447 shares outstanding, which consists of 12,089,221 shares outstanding as of April 30, 2008, as reported in the Issuer’s Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on May 14, 2008, plus an aggregate 651,226 shares of Common Stock issuable upon the exercise of certain units and warrants beneficially owned by the Reporting Persons.  As of the date hereof, (i) RCG Enterprise may be deemed to beneficially own 5.1% of the outstanding shares of Common Stock, and (ii) each of Ramius, C4S, and Messrs. Cohen, Stark, Strauss and Solomon may be deemed to beneficially own 5.1% of the outstanding shares of Common Stock.

 
(c)
Number of shares as to which such person has:

 
(i)
Sole power to vote or to direct the vote

See Cover Pages Items 5-9.

 
(ii)
Shared power to vote or to direct the vote

See Cover Pages Items 5-9.

 
(iii)
Sole power to dispose or to direct the disposition of

See Cover Pages Items 5-9.

 
(iv)
Shared power to dispose or to direct the disposition of

See Cover Pages Items 5-9.

Item 5.
Ownership of Five Percent or Less of a Class.

Not applicable.
 
11

CUSIP NO. 34958D102

Item 6.
Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.
Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable.

Item 8.
Identification and Classification of Members of the Group.

See Exhibit 99.1

Item 9.
Notice of Dissolution of Group.

Not Applicable.

Item 10.
Certifications.

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
12

CUSIP NO. 34958D102
 
SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: June 30, 2008
 

RCG ENTERPRISE, LTD
By: Ramius LLC,
       its investment manager
 
 
 
RAMIUS LLC
By: C4S & Co., L.L.C.,
       as managing member
 
C4S & CO., L.L.C.
 

By:
/s/ Jeffrey M. Solomon
 
Name:  Jeffrey M. Solomon
 
Title:  Authorized Signatory



/s/ Jeffrey M. Solomon
   
JEFFREY M. SOLOMON
   
Individually and as attorney-in-fact for Peter A. Cohen, Morgan B. Stark and Thomas W. Strauss
   
     


13
EX-99.1 2 ex991sc13g06297for_06122008.htm JOINT FILING AGREEMENT ex991sc13g06297for_06122008.htm
Exhibit 99.1
 
JOINT FILING AGREEMENT
 
 The undersigned hereby agree that the Statement on Schedule 13G dated June 30, 2008 with respect to the shares of Common Stock, par value $0.0001 per share, of Fortress International Group, Inc. and any further amendments thereto executed by each and any of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
 

Dated: June 30, 2008
 

RCG ENTERPRISE, LTD
By: Ramius LLC,
       its investment manager
 
 
 
RAMIUS LLC
By: C4S & Co., L.L.C.,
       as managing member
 
C4S & CO., L.L.C.
 

By:
/s/ Jeffrey M. Solomon
 
Name:  Jeffrey M. Solomon
 
Title:  Authorized Signatory



/s/ Jeffrey M. Solomon
   
JEFFREY M. SOLOMON
   
Individually and as attorney-in-fact for Peter A. Cohen, Morgan B. Stark and Thomas W. Strauss
   
     

EX-99.2 3 ex992sc13g06297for_06122008.htm POWERS OF ATTORNEY ex992sc13g06297for_06122008.htm
Exhibit 99.2
 
POWER OF ATTORNEY
 
The undersigned hereby appoints Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss and Jeffrey M. Solomon, or any of them, his true and lawful attorney-in fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13D, Schedule 13G, any settlement agreement, any amendments to any of the foregoing and any related documentation which may be required to be filed in his individual capacity as a result of the undersigned’s beneficial ownership of, or participation in a group with respect to, securities directly or indirectly beneficially owned by Ramius Capital Group, LLC or any of its affiliates, and granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing which he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. The authority of Peter A, Cohen, Morgan B. Stark, Thomas W. Strauss and Jeffrey M. Solomon, or any of them, under this Power of Attorney shall continue with respect to the undersigned until the undersigned is no longer required to file Schedule 13Ds or Schedule 13Gs unless revoked earlier in writing.
 
Date: August 16, 2007
 
 
 
/s/ Peter A. Cohen
 
 
Peter A. Cohen
 
 
 
 
/s/ Morgan B. Stark
 
 
Morgan B. Stark
 
 
 
 
/s/ Jeffrey M. Solomon
 
 
Jeffrey M. Solomon
 
 
 
 
/s/ Thomas W. Strauss
 
 
Thomas W. Strauss
 
 
 
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