TSS, Inc. — Major Shareholding Notification 2009

Feb 14, 2009

SC 13G/A 1 sc13ga106297for_12312008.htm AMENDMENT NO. 1 TO THE SCHEDULE 13G sc13ga106297for_12312008.htm Licensed to: Olshan Document Created using EDGARizer 4.0.7.0 Copyright 1995 - 2008 EDGARfilings, Ltd., an IEC company. All rights reserved

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) 1

| Fortress

International Group, Inc.
(Name
of Issuer)

| Common

Stock, par value $0.0001 per share
(Title
of Class of Securities)

34958D102
(CUSIP
Number)

| December

31, 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)

---

1 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 Ramius Enterprise Master Fund 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 0 shares | | | 6 | SHARED VOTING POWER 0 shares | | | 7 | SOLE DISPOSITIVE POWER 0 shares | | | 8 | SHARED DISPOSITIVE POWER 0 shares | | 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares | | | 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | | 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% | | | 12 | TYPE OF REPORTING PERSON CO | |

2

CUSIP NO. 34958D102

| 1 | NAME OF REPORTING PERSON Ramius Advisors, 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 0 shares | | | 6 | SHARED VOTING POWER 0 shares | | | 7 | SOLE DISPOSITIVE POWER 0 shares | | | 8 | SHARED DISPOSITIVE POWER 0 shares | | 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares | | | 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | | 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% | | | 12 | TYPE OF REPORTING PERSON IA | |

3

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 0 shares | | | 6 | SHARED VOTING POWER 0 shares | | | 7 | SOLE DISPOSITIVE POWER 0 shares | | | 8 | SHARED DISPOSITIVE POWER 0 shares | | 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares | | | 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | | 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% | | | 12 | TYPE OF REPORTING PERSON OO | |

4

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 0 shares | | | 6 | SHARED VOTING POWER 0 shares | | | 7 | SOLE DISPOSITIVE POWER 0 shares | | | 8 | SHARED DISPOSITIVE POWER 0 shares | | 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares | | | 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | | 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% | | | 12 | TYPE OF REPORTING PERSON OO | |

5

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 0 shares | | | 6 | SHARED VOTING POWER 0 shares | | | 7 | SOLE DISPOSITIVE POWER 0 shares | | | 8 | SHARED DISPOSITIVE POWER 0 shares | | 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares | | | 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | | 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% | | | 12 | TYPE OF REPORTING PERSON IN | |

6

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 0 shares | | | 6 | SHARED VOTING POWER 0 shares | | | 7 | SOLE DISPOSITIVE POWER 0 shares | | | 8 | SHARED DISPOSITIVE POWER 0 shares | | 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares | | | 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | | 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% | | | 12 | TYPE OF REPORTING PERSON IN | |

7

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 0 shares | | | 6 | SHARED VOTING POWER 0 shares | | | 7 | SOLE DISPOSITIVE POWER 0 shares | | | 8 | SHARED DISPOSITIVE POWER 0 shares | | 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares | | | 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | | 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% | | | 12 | TYPE OF REPORTING PERSON IN | |

8

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 0 shares | | | 6 | SHARED VOTING POWER 0 shares | | | 7 | SOLE DISPOSITIVE POWER 0 shares | | | 8 | SHARED DISPOSITIVE POWER 0 shares | | 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares | | | 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | | 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% | | | 12 | TYPE OF REPORTING PERSON IN | |

9

CUSIP NO. 34958D102

Item 1(a). Name of Issuer:

Fortress International Group, Inc., a Delaware corporation.

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

7226 Lee DeForest Drive, Suite 203

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

Ramius Enterprise Master Fund Ltd (f/k/a RCG Enterprise, Ltd) (“Enterprise Master Fund”)

c/o Ramius LLC

599 Lexington Avenue, 20th Floor

New York, New York 10022

Citizenship: Cayman Islands

Ramius Advisors, LLC (“Ramius Advisors”)

c/o Ramius LLC

599 Lexington Avenue, 20th Floor

New York, New York 10022

Citizenship: Delaware

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

10

CUSIP NO. 34958D102

Thomas W. Strauss (“Mr. Strauss”)

c/o Ramius LLC

599 Lexington Avenue, 20th Floor

New York, New York 10022

Citizenship: United States

Jeffrey M. Solomon (“Mr. Solomon”)

c/o Ramius LLC

599 Lexington Avenue, 20th Floor

New York, New York 10022

Citizenship: United States

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

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).

11

CUSIP NO. 34958D102

ITEM 4. Ownership

(a) Amount beneficially owned:

As of the date hereof, none of the Reporting Persons beneficially owns any shares of Common Stock.

(b) Percent of class:

0%

(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.

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

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].

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 to the Schedule 13G dated June 30, 2008.

12

CUSIP NO. 34958D102

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.

13

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: February 13, 2009

RAMIUS ENTERPRISE MASTER FUND LTD By: Ramius Advisors, LLC, its investment manager RAMIUS ADVISORS, LLC By: Ramius LLC, its sole member RAMIUS LLC By: C4S & Co., L.L.C., as managing member C4S & CO., L.L.C.

By:
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

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