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Filed
by the Registrant
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Filed
by a Party other than the registrant
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o
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Check
the appropriate box:
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Preliminary
Proxy Statement
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Confidential,
For Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Pursuant to § 240.14a-12
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No
fee required.
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title
of each class of securities to which transaction applies:
N/A
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(2)
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Aggregate
number of securities to which transaction applies: N/A
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(3)
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Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined): N/A
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(4)
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Proposed
maximum aggregate value of transaction: N/A
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(5)
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Total
fee paid: N/A
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Fee
paid previously with preliminary materials.
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Check
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its
filing.
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(1)
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Amount
previously paid: N/A
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(2)
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Form,
Schedule or Registration Statement No.: N/A
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(3)
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Filing
Party: N/A
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(4)
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Date
Filed: N/A
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Solicitor:
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Have
you had a chance to review your Proxy Statement?
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Shareholder:
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No.
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Solicitor:
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Please
let me take a moment to explain the reasons behind the acquisition
and
answer any questions you may have.
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Fortress
America Acquisition Corporation was organized to effect a business
combination with an operating business in the homeland security
industry.
In July 2005 the company raised $43.3 million in its IPO, after
fees and
expenses. Under the terms of the company’s Amended and Restated
Certificate of Incorporation, prior to completing a business combination,
the company must submit the transaction to its stockholders for
approval.
Having negotiated the terms of a business combination with TSS/Vortech,
the company is now submitting the transaction to stockholders for
their
approval.
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TSS
and Vortech are privately held companies that together provide
a single
source solution for highly technical mission-critical facilities
such as
data centers, operation centers, network facilities, server rooms,
security operations centers, communications facilities and the
infrastructure systems that are critical to their function. The
companies’
services include technology consulting, engineering and design
management,
construction management, system installations, operations management,
and
facilities management and maintenance.
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Shareholder:
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Why
is Fortress America proposing to acquire TSS/Vortech?
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Solicitor:
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The
board of directors believes that TSS/Vortech is an attractive target
for
Fortress America because it fits in with the following strategic
objectives:
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TSS/Vortech
provides a strong homeland security platform from which the company
can
expand, organically and through future acquisitions, in the large
and
growing homeland security market.
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TSS/Vortech
has strong core competencies and service offerings that the company
can
build upon.
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TSS/Vortech’s
management has substantial experience and is willing to remain with
the
company post-acquisition and accept a significant portion of the
purchase
consideration in shares of Fortress America common
stock.
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TSS/Vortech’s
business is currently profitable.
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The
purchase price for TSS/Vortech is
reasonable.
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Shareholder:
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What
is the company’s strategy going forward after the
acquisition?
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The
company plans to pursue a strategy for growth that includes both
organic
growth and acquisitions. FAAC expects to achieve organic growth
by
increasing business development and sales activities utilizing
TSS/Vortech’s Solutions Path, a process for program roll-outs that aligns
projects requirements with TSS/Vortech’s capabilities. When involved in
the initial planning stages of a facilities integration project,
TSS/Vortech develops a comprehensive project Solutions Path that
meets
rigorous design and scheduling requirements for the timely delivery
of
high technology facilities that are critical to the customer’s continuous
operations. The traditional TSS/Vortech approach to the market
begins with
the sale of consulting and planning services at the beginning of
a project
cycle, which allows TSS/Vortech to establish key customer relationships
early on. TSS/Vortech seeks to use these consulting engagements
at the
early stages of a project to offer its follow on engineering and
design,
construction management, installation management and, upon the
completion
of a mission
critical project, its facilities maintenance and services offerings.
TSS/Vortech often finds that its on-site presence results in additional
contracts for adds-moves-changes, or AMCs. FAAC believes that increasing
the number of TSS/Vortech’s sales and marketing persons will significantly
improve its opportunities for each of its traditional services
and result
in organic growth.
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The
company also plans to focus the acquisition portion of our growth
strategy
on the acquisition of specialty engineering and information
technology/networking consulting and system integration companies
that
focus on mission-critical facilities. There are many independent,
unaffiliated boutique engineering firms that specialize in the
planning
and design of mission-critical facilities. These firms, which often
have
customers among the largest and most prestigious financial services
firms,
universities and health care institutions, e-commerce Internet
companies,
Internet service providers, manufacturers and other companies considered
part of the country’s critical infrastructure, generally prepare designs
but do not provide the engineering services and drawings needed
to
implement those designs. The company plans to identify and acquire
specialty engineering firms in up to ten high-potential geographic
markets. With the comprehensive set of services available from
TSS/Vortech, the company expects that the acquisition of these
engineering
firms will significantly improve sales because TSS/Vortech would
be a
natural follow-on service provider for much of the initial engineering
work provided by these businesses. The company further expects
this
acquisition strategy to give the company a national foot print
and
increase the revenue and profit per employee. Another aspect of
the
company’s acquisition strategy is to find and acquire businesses with
Network Operation Center (NOC) capability, situational awareness,
and
command and control capability. The company believes that these
capabilities and services will enhance the ability of TSS/Vortech
to sell
and deliver facilities management services and will also increase
capabilities for facility maintenance and growth services. Finally,
the
company intends to expand its international business in Europe,
Asia and
the Middle East through joint ventures and the acquisition of
companies.
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The
company believes these strategies will improve revenue growth and
allow it
to achieve economies of scale that will enhance its
profitability.
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Shareholder:
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Will
FAAC shares continue to trade?
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Solicitor:
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The
company’s intends to apply to have its common stock approved for listing
on the NASDAQ Capital Market. If the listing on NASDAQ is not approved,
the company expects that its common stock will continue to be quoted
on
the OTCBB.
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Shareholder:
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What
will Fortress America shareholders receive in the acquisition?
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Solicitor:
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If
the acquisition is completed and you vote your shares for the acquisition,
you will continue to hold the FAAC securities that you currently
own.
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If
the acquisition is completed but you have voted your shares against
the
acquisition and have elected to exercise your conversion rights,
your FAAC
shares will be cancelled and you will be entitled to receive your
pro rata
portion of the proceeds of our initial public offering that were
placed
into our trust account, including a pro rata portion of any interest
earned on such funds through the date that is two business days
prior to
the closing of the acquisition.
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Shareholder:
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How
much cash does Fortress America hold in escrow?
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Solicitor:
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As
of November 30, 2006, approximately $44,470,148 million was held
in
deposit in the trust account.
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Shareholder:
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What
happens to the funds deposited in the trust account after consummation
of
the merger?
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Solicitor:
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Upon
consummation of the acquisition, any funds remaining in the trust
account
after payment of amounts, if any, to public stockholders exercising
their
conversion rights, will no longer be subject to the trust account
and will
be used to fund the acquisition, provide working capital, and fund
future
acquisitions, if any.
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Shareholder:
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What
happens if the merger is not consummated?
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Solicitor:
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The
trust account in which a substantial portion of the net proceeds
of our
initial public offering are held will be liquidated if we do not
consummate a business combination by January 20, 2007. In any liquidation,
the net proceeds of our initial public offering held in the trust
account,
plus any interest earned thereon, will be distributed pro rata
to our
public stockholders.
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Shareholder:
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When
do you expect the merger to be completed?
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Solicitor:
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It
is currently anticipated that the acquisition will be completed,
or
closed, promptly following the special meeting on January 17,
2007.
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Shareholder:
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Do
I have conversion rights and how do I exercise them?
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Solicitor:
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As
provided in the company’s Amended and Restated Certificate of
Incorporation, a public stockholder who votes against the acquisition
may
demand that we convert their shares into cash. To make this demand
and
perfect your conversion rights, you must complete the voter instruction
card or form of proxy, vote against the acquisition proposal, check
the
box for conversion on the form of proxy or follow the instructions
on the
voter instruction card, and submit the voter instruction card or
form of
proxy before the date of the meeting.
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In
addition, by 5:00 p.m., New York City time, on January 16, 2007,
you
must provide to the company's stock transfer agent the physical
stock certificate, necessary stock powers, written instructions
that you
want to convert your shares into a pro rata share of the trust
account and
a written certificate addressed to the
company.
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The
written certificate should state that you were the holder of record
as of
the record date, you have held the shares since the record date
and you
will continue to hold the shares through the closing of the acquisition.
If you do not provide each of these documents to Continental Stock
Transfer & Trust Company, 17 Battery Place, New York, NY 10004, Attn:
Mark Zimkind, tel. (212) 845-3287, fax (212) 616-7616 by 5:00 p.m.,
New
York City time, on January 16, 2007, your shares will not be converted
into cash.
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If
your shares are held in “street name,” you will need to instruct the
account executive at your bank or broker to withdraw the shares
from your
account and issue a physical stock certificate in your name. (Please
see
Page 35 of the Proxy Statement).
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Shareholder:
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Do
I have any appraisal or dissenters rights?
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Solicitor:
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No
appraisal or dissenters rights are available under the Delaware
General
Corporation Law in connection with the acquisition.
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Shareholder:
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What
are the proposals being voted on?
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Solicitor:
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There
are four proposals that you are being asked to vote on. The first
proposal
is to approve the acquisition of TSS/Vortech and the transactions
contemplated by the purchase agreement. We refer to this proposal
as the
acquisition proposal. (See Page 38 of the Proxy Statement for a
General Description of the Acquisition).
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The
second proposal is to amend and restate the company’s Amended and Restated
Certificate of Incorporation to change its name from “Fortress America
Acquisition Corporation” to “Fortress International Group, Inc.” and to
remove certain provisions only applicable to the company prior
to our
completion of a business. We refer to this proposal as the amendment
proposal. (See Page 71 of the Proxy Statement).
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The
third proposal is to approve the 2006 Omnibus Incentive Compensation
Plan.
We refer to this proposal as the stock incentive compensation plan
proposal. (See Page 72 of the Proxy Statement).
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The
fourth proposal is to elect one director, for a three-year term
expiring
in 2009. We refer to this proposal as the nomination proposal.
(See Page
75 of the Proxy Statement).
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The
fifth proposal is to approve any adjournments or postponements
of the
special meeting for the purpose of soliciting additional proxies.
We refer
to this proposal as the adjournment proposal. (See Page 76 of the
Proxy
Statement).
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Shareholder:
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What
vote is required to adopt the Acquisition Proposal?
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Solicitor:
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The
acquisition must be approved by a majority of the votes cast at
the
special meeting, in person or by proxy, in respect of shares of
the
company’s common stock issued in the initial public offering or purchased
in the aftermarket. Votes from shares issued other than in the
public
offering will not be counted for the purpose of determining if
the
acquisition has been approved in accordance with the company’s Amended and
Restated Certificate of Incorporation
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However,
the company will not be able to complete the merger if the holders
of 20%
or more of the shares of common stock issued in the initial public
offering vote against the merger and demand that the company convert
their
shares into a pro rata portion of the trust account in which a
substantial
portion of the net proceeds of the initial public offering are
held. (See
Page 34 of the Proxy Statement).
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Shareholder:
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What
vote is required to adopt the Amendment Proposal?
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Solicitor:
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The
amendment must be approved by the affirmative vote of a majority
of the
shares of FAAC common stock outstanding on the record date. The
officers
and directors of FAAC intend to vote all of their shares of common
stock
in favor of this proposal. If the acquisition is not approved,
then the
amendment will not be presented for approval. (See Page 36 of the
Proxy
Statement).
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Shareholder:
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What
vote is required to adopt the Stock Incentive Plan Proposal and
the
Adjournment Proposal?
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Solicitor:
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The
incentive compensation plan proposal and the adjournment proposal
must be
approved by the affirmative vote of the majority of the shares
of FAAC
common stock present in person or represented by proxy at the special
meeting and entitled to vote on such matters. The officers and
directors
of FAAC intend to vote all their shares of common stock in favor
of these
proposals. If the acquisition is not approved, then the incentive
compensation plan proposal will not be presented for approval.
(See Page
36 of the Proxy Statement).
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Shareholder:
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Why
is FAAC proposing the incentive compensation plan?
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Solicitor:
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The
company is proposing the incentive compensation plan
to:
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| · |
create
incentives designed to motivate FAAC employees and employees of FAAC
subsidiaries to significantly contribute toward growth and
profitability;
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| · |
provide
FAAC executives, directors and other employees and persons who, by
their
position, ability and diligence are able to make important contributions
to growth and profitability, with an incentive to assist us in achieving
our long-term corporate objectives;
and
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| · |
attract
and retain qualified executives and other employees, and to provide
such
persons with an opportunity to acquire an equity interest in
FAAC.
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Shareholder:
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What
vote is required to approve the election of David
Mitchell?
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Solicitor:
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To
be elected, a nominee must receive the affirmative vote of a plurality
of
the shares of FAAC common stock present or represented by proxy
at the
special meeting and entitled to vote on the election of directors.
The
officers
and directors of FAAC intend to vote all of their shares of common
stock
in favor of the election of David J. Mitchell to FAAC’s board of
directors. (See Page 36 of the Proxy Statement).
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Shareholder:
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Why
is FAAC proposing the adjournment proposal?
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Solicitor:
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If,
prior to the special meeting, FAAC does not receive sufficient
votes to
approve the acquisition, the amendment, the incentive compensation
plan
and/or the nomination, approval of the adjournment proposed will
permit
the company to adjourn the special meeting to solicit additional
proxies.
(See Page 7 of the Proxy
Statement).
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Shareholder:
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Does
the FAAC board of directors recommend voting in favor of the merger
proposal, the amendment proposal, the stock incentive plan proposal
and
the adjournment proposal?
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Solicitor:
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Yes.
After careful consideration, our board of directors unanimously
approved
the acquisition, the purchase agreement and the other transactions
contemplated by the purchase agreement, and determined that the
acquisition is in
the company’s best interest and in the best interest of our stockholders.
Our board of directors also unanimously approved the amendment,
the
incentive compensation plan, the nomination of David J. Mitchell
as a
member of our board of directors and the adjournment
proposal.
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Shareholder:
|
What
will happen if I don’t vote?
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Solicitor:
|
Approval
of the acquisition requires a majority of the votes actually cast
by the
holders of shares of FAAC common stock issued in the initial public
offering or purchased in the aftermarket. Therefore, if you do
not appear
at the special meeting in person or by proxy, or if you abstain
by
appearing in person and not voting or by returning a proxy and
not
instructing how your shares should be voted by proxy on the acquisition,
or if your shares are held in street name and you do not instruct
your
broker or bank how to vote, your shares will not be counted as
being voted
either “for” or “against” approval of the acquisition, and you will not
have the right to convert your shares into a pro rata portion of
the trust
account.
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Shareholder:
|
What
do I do if I want to change my vote prior to the special meeting?
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Solicitor:
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Send
a later-dated, signed proxy card to our Secretary prior to the
date of the
special meeting or attend the special meeting in person, revoke
your proxy
and vote.
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Shareholder:
|
If
my shares are held in “street name” will my broker vote my shares for me?
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Solicitor:
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No.
Your broker can vote your shares only if you provide instructions
on how
to vote. You should instruct your broker to vote your shares, following
the directions provided by your broker.
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Solicitor:
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Do
you have any additional questions?
|
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Time
is of the essence. Please vote in favor of all the proposals today.
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Solicitor:
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Have
you had a chance to review your Proxy Statement?
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Shareholder:
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Yes.
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Solicitor:
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Do
you have any questions regarding these proposals?
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Shareholder:
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No.
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Solicitor:
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Have
you voted your proxy?
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If
the answer is yes, they’ve already voted -
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May
I ask how you voted? (Mark down their vote on the contact sheet.
If they
don’t want to disclose their vote, they don’t have to. Don’t push - Be
Polite!)
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If
the answer is no, they haven’t voted yet -
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Please
remember the meeting is on January 17. Time is of the essence.
Please vote
in favor of all proposals
today.
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