Fortress America/Robert Green
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act
of 1934
FORTRESS AMERICA ACQUISITION CORPORATION
(Name of Issuer)
Common Stock, par value $.0001 per share
(Title of Class of Securities)
(CUSIP Number)
Robert I. Green
150 Bears Club Drive
Jupiter, Florida
33477
(970) 920-2419
(Name, Address and Telephone Number
of Person Authorized to
Receive Notices and Communications)
Louis R. Montello. Esquire
Montello &
Associates, P.A.
777 Brickell Avenue, Suite 1070
Miami, Florida
33131
(305)373-0300
(Date of Event Which Requires Filing
of this Statement)
If the filing person has previously
filed a statement on Schedule 13G to report the acquisition that is the
subject of this Schedule 13D, and is filing this schedule because of
§§240.13d-1(e), 240.13d-1(f) or 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 §240.13d-7 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 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).
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NAMES OF REPORTING PERSONS:
Robert I. Green |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY):
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS):
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(a) o |
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(b) o |
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SEC USE ONLY: |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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WC, PF |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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United States
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7 |
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SOLE VOTING POWER: |
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| NUMBER OF |
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1,735,000 |
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| SHARES |
8 |
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SHARED VOTING POWER: |
| BENEFICIALLY |
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| OWNED BY |
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0 |
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| EACH |
9 |
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SOLE DISPOSITIVE POWER: |
| REPORTING |
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| PERSON |
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1,735,000 |
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| WITH |
10 |
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SHARED DISPOSITIVE POWER: |
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0 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON: |
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1,735,000 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11): |
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12.7% |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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IN |
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This Schedule 13D is filed on behalf of Robert I. Green (the “Reporting Person”) relating
to the common stock of Fortress America Acquisition Corporation, a Delaware corporation.
Item 1. Security and Issuer.
This Statement relates to the common stock, par value $.0001 (the “Common Stock”), of Fortress
America Acquisition Corporation, a Delaware corporation (the “Issuer”). The Issuer’s principal
executive offices are located at 4100 North Fairfax Drive, Suite 1150, Arlington, Virginia
22203-1664.
Item 2. Identity and Background.
(a) Robert I. Green.
(b) 150 Bears Club Drive, Jupiter, Florida 33477.
(c) The Reporting Person is a private investor. The Reporting Person is the general partner
of Starwood Group L.P., a New York limited partnership located at the same address as the Reporting
Person (“Starwood”).
(d) During the last 5 years, the Reporting Person has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last 5 years, the Reporting Person has not been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or state securities laws or finding any
violation with respect to such laws.
(f) United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
This Statement relates to the beneficial ownership of the Reporting Person of 1,735,000 shares
of Common Stock, which shares are issuable upon the exercise of warrants (the “Warrants”) owned by
Starwood. The aggregate purchase price of the Warrants was approximately $825,000, including
commissions. The source of funds for acquiring the Warrants was the working capital of Starwood and personal funds of the Reporting Person.
Item 4. Purpose of Transaction.
This Statement reports the beneficial ownership by the Reporting Person of over 5 percent of
the Issuer’s outstanding Common Stock. The purpose of the Reporting Person’s acquisition of the
Warrants was to acquire a significant equity interest in the Issuer as an investment. The
Reporting Person intends to review his investment in the Warrants and Common Stock on a regular
-3-
basis and, depending upon changes in his analysis of the Issuer, general economic and market
conditions, investment opportunities and other factors, including applicable legal constraints, the
Reporting Person may at any time determine to increase or decrease the amounts of his investment in
the Warrants and/or Common Stock. The Reporting Person reserves the right to acquire additional
Warrants and/or Common Stock or to dispose of some or all of the Warrants and/or Common Stock
beneficially owned by him either in the open market, in privately negotiated transactions or
otherwise, or to take such other action or actions with respect to the Warrants and/or Common Stock
as he deems advisable. The determination of the Reporting Person to seek to acquire additional
Warrants and/or shares of Common Stock will depend on various factors including, but not limited
to, the availability of additional Warrants and/or Common Stock for purchase at what he considers
to be reasonable prices, the terms and conditions available for such purchases and other investment
opportunities.
Except as described above, the Reporting Person has no plans or proposals that would result in
any actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) As of the close of business on January 24, 2007, the Reporting Person beneficially owned
an aggregate of 1,735,000 shares of Common Stock, which constituted approximately 12.7 percent of
the 11,966,213 shares of Common Stock outstanding on January 19, 2007, as indicated in the Issuer’s
press release dated January 19, 2007. The 1,735,000 shares of Common Stock beneficially owned by
the Reporting Person are issuable upon exercise of the Warrants at an exercise price of $5.00 per
share, subject to adjustment in certain circumstances. The Warrants became exercisable on January
19, 2007 and will expire on July 12, 2009 or earlier upon redemption pursuant to the terms of the
warrant agreement governing the warrants. The 1,735,000 shares of Common Stock beneficially owned
by the Reporting Person consist of 1,485,000 shares of Common Stock issuable upon the exercise of
Warrants held by Starwood and 250,000 shares of Common Stock issuable upon the exercise of Warrants
held by an individual retirement account for the benefit of the Reporting Person (the “IRA”).
(b) The Reporting Person has the sole power to vote or direct the vote, and the sole power to
dispose or to direct the disposition of, all the shares of Common Stock beneficially owned by him.
(c) The following table sets forth all transactions in Warrants effected by the Reporting
Person since November 20, 2006, all of which transactions were effected by the IRA except as
indicated below. All of such transactions were open market transactions effected through brokers.
The Reporting Person has not effected any transactions in Common Stock during the past 60 days.
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Number of |
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Number of |
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Approximate |
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Date |
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Warrants Purchased |
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Warrants Sold |
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Price Per Warrant |
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11/21/2006
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15,000 |
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$ |
0.48 |
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11/28/2006
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5,000 |
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$ |
0.49 |
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11/28/2006
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3,500 |
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$ |
0.45 |
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12/27/2006
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15,000 |
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$ |
0.46 |
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12/29/2006
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15,000 |
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$ |
0.42 |
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01/17/2007
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48,000 |
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$ |
0.70 |
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01/17/2007
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60,000 |
(1) |
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$ |
0.69 |
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(1) Sale effected by Starwood.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
None.
SIGNATURE
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.
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| January 25, 2007 |
/s/ ROBERT I. GREEN
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Robert I. Green |
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