0001140361-11-036736.txt : 20110714 0001140361-11-036736.hdr.sgml : 20110714 20110714100311 ACCESSION NUMBER: 0001140361-11-036736 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110714 DATE AS OF CHANGE: 20110714 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PESSIN NORMAN H CENTRAL INDEX KEY: 0000923666 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: C/O LEVY, HARKINS & CO., INC. STREET 2: 366 MADISON AVENUE, 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80979 FILM NUMBER: 11967076 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 SC 13D/A 1 formsc13da.htm SEP IRA FBO NORMAN H. PESSIN SC 13D A #1 7-12-2011 (FORTRESS INTERNATIONAL GROUP) formsc13da.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Fortress International Group, Inc.
(Name of Issuer)
 
Common Stock, $0.001 par value
(Title of Class of Securities)
 
34958D102
Cusip Number

Norman H. Pessin
366 Madison Avenue, 14th Floor
New York, NY  10017
212-661-2670

Steven Wolosky, Esq.
Olshan, Grundman, Frome, Rosenzweig, & Wolosky, LLP
Park Avenue Tower
65 East 55th Street
New York, NY  10022
212-451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
July 12, 2011
(Date of Event which Requires Filing
of this Statement)

If the filing person has previously filed a statement of Schedule 13G to report the acquisition which is the subject of the Schedule 13D, and is filing this schedule because of ss. 240.13d-1(e), ss. 240.13d-1(f) or ss. 240.13d-1(g), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7(b) for other parties to whom copies are to be sent.

*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 on 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).
 
 
 
 

PAGE 2
CUSIP No. 34958D102
Schedule 13D
1
NAME OF REPORTING PERSON
  
 
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
  
     
 
SEP IRA FBO Norman H. Pessin  XXX-XX-XXXX
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
  
   
(a)  þ
   
(b)  o
3
SEC USE ONLY
  
     
4
SOURCE OF FUNDS
  
  PF  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
  
   
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
  
 
United States
  
 
7
SOLE VOTING POWER
     
NUMBER OF SHARES  
1,029,784
BENEFICALLY
    
OWNED BY EACH
8
SHARED VOTING POWER
REPORTING    
PERSON WITH
    
 
9
SOLE DISPOSITIVE POWER
     
   
1,029,784
     
   10
SHARED DISPOSITIVE POWER
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
     
 
1,029,784
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
  
   
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
 
7.6%
  
14
TYPE OF REPORTING PERSON*
  
 
IN
  

 
 
 
 
Page 3
CUSIP No. 34958D102
Schedule 13D

Item 1.  Security and Issuer

This Schedule 13D relates to the common stock, $0.001 par value (the "Common Stock"), of Fortress International Group, Inc. (the "Issuer"),whose principal executive offices are located at 7226 Lee DeForest Drive, Suite 203, Columbia, MD  21046.

Item 2.  Identity and Background

This Schedule 13D is being filed by SEP F/B/O Norman H. Pessin.  Certain information with respect to each Reporting Person is set forth below:


 
Name and Address:
1)
Norman H. Pessin
     
366 Madison Avenue, 14th Floor
     
New York, NY  10017
       
 
Principal Occupation:
1)
Retired
       
 
Criminal convictions:
1)
None
       
 
Civil proceedings:
1)
None
       
 
Citizenship:
1)
United States

Item 3.

The aggregate purchase price of the 1,029,784 shares of common stock owned by SEP IRA F/B/O Norman H. Pessin is approximately $838,135 including brokerage commissions.  The shares of common stock owned by SEP IRA F/B/O Norman H. Pessin were acquired with personal funds.
 
 
 
 

PAGE 4
CUSIP No. 34958D102

Item 4.  Purposes of the Transactions

The Reporting Person originally purchased the Shares based on the belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity.  Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

The Reporting Person intends to review their investment in the Issuer on a continuing basis.  Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Person may in the future take such actions with respect to its investment in the Issuer as they deem appropriate including, without limitation, communications with management and the Board of Directors of the Issuer, engaging in discussions with third parties about the Issuer, making proposals to the Issuer concerning changes to the capitalization or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.

Item 5.  Interest in Securities of the Issuer

SEP IRA F/B/O Norman H. Pessin owns 1,029,784 shares of common stock of the issuer, constituting 7.6% of the outstanding shares thereof.

 
 
 

PAGE 5 
CUSIP No. 34958D102

Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer

None.

Item 7.  Material to Be Filed as Exhibits

None.

Signatures

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


 
SEP IRA F/B/O Norman H.Pessin
  
       
       
 
By:
 /s/ Norman H. Pessin  
   
Norman H. Pessin
  

July 12, 2011