-----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, MFs9gt11/awCUI4zwyC51wtcGZDj1yJEMZVxxyxbZ6gfJc4eg/OlDNf1KbexzIUZ ibroSLTXfULkXQ9LsfTU+Q== 0000891092-06-003466.txt : 20061109 0000891092-06-003466.hdr.sgml : 20061109 20061109104035 ACCESSION NUMBER: 0000891092-06-003466 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061109 DATE AS OF CHANGE: 20061109 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ICTS INTERNATIONAL N V CENTRAL INDEX KEY: 0001010134 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 043212044 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47867 FILM NUMBER: 061199988 BUSINESS ADDRESS: STREET 1: 1 ROCKEFELLER PLAZA STREET 2: SUITE 2412 CITY: NEW YORK STATE: NY ZIP: 10020 MAIL ADDRESS: STREET 1: 1 ROCKEFELLER PLAZA STREET 2: SUITE 2412 CITY: NEW YORK STATE: NY ZIP: 10020 FORMER COMPANY: FORMER CONFORMED NAME: ICTS HOLLAND PRODUCTION BV DATE OF NAME CHANGE: 19960306 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Harmony Ventures, B.V. CENTRAL INDEX KEY: 0001380577 IRS NUMBER: 000000000 STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: KERKEBOSLAAN 1 CITY: 2243 CM WASSENAAR STATE: P7 ZIP: 00000 BUSINESS PHONE: 31 70 5140267 MAIL ADDRESS: STREET 1: KERKEBOSLAAN 1 CITY: 2243 CM WASSENAAR STATE: P7 ZIP: 00000 SC 13D/A 1 e25518sc_13da.txt AMENDMENT #1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Amendment #1 Under the Securities Exchange Act of 1934 ICTS International N.V. (Name of Issuer) COMMON STOCK, par value 1.0 Dutch guilder per share (Title of Class of Securities) N43837108 (CUSIP Number) Avraham Dan ICTS International N.V. Biesboch 225, 1181 JC Amstelveen, The Netherlands 011-31-20-347 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 9, 2004 (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 ss.ss.ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Harmony Ventures B.V. ("Harmony") 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) _____________ (b) _____________ 3. SEC Use Only _________________ 4. Source of Funds (See Instructions) WC 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ___________________ 6. Citizenship or Place of Organization The Netherlands 7. Number of Shares Beneficially Owned by Each Reporting Person With: (a) Sole Voting Power 3,458,443 (b) Shared Voting Power -0- (c) Sole Dispositive Power 3,458,443 (d) Shared Dispositive Power -0- (e) Aggregate Amount Beneficially Owned by Each Reporting Person 3,458,443 (f) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) (g) Percent of Class Represented by Amount in Row (11) 52.97% (h) Type of Reporting Person (See Instructions) CO Item 1. Security and Issuer This statement of Beneficial Ownership on Schedule 13-D/A relates to shares of Common Stock, par value 1.0 Dutch guilder per share (the "Common Stock")of ICTS International N.V., a corporation organized under the laws of the Netherlands (the "Issuer"), which has its principal executive offices located at Biesboch 225, 1181 JC Amstelveen, The Netherlands. Item 2. Identity and Background (a) Name of Corporation: Harmony Ventures B.V. (b) Place of organization: The Netherlands (c) Principal Business: Investments (d) Not applicable (e) Not applicable Item 3. Source and Amount of Funds or Other Consideration - Working Capital Item 4. Purpose of Transaction Harmony owns the Common Stock for the purpose of consolidating ownership in one entity. Item 5. Interest in Securities of the Issuer a) Harmony beneficially owns 3,498,443 (shares of Common Stock, which constitutes 52.97% of the issued and outstanding shares of the Issuer. Harmony owns directly and indirectly approximately 52.97% of the issued and outstanding Common Shares. A family trust for the benefit of the family of Mr. Menachem J. Atzmon, the Company's Chairman of the Supervisory Board and controlling stockholder (the Atzmon Family Trusts) owns, through a wholly owned subsidiary, 90% of Harmony and the Estate of Ezra Harel, the Company's former Chairman of the Supervisory Board, owns 10% of the outstanding shares of Harmony and both may be deemed to control Harmony. Mr. Atzmon disclaims any beneficial interest in the Atzmon Family Trusts. Harmony Ventures BV and the Atzmon Family Trust may be able to appoint all the directors of the Issuer and control the affairs of the Issuer. Mr. Atzmon, by reason of his position as a Managing Director of the wholly owned subsidiary owned by the Atzmon Family Trust may be deemed to be a controlling party of Harmony Ventures and therefore ICTS International, N.V. b) Harmony possesses sole power to vote and to dispose or (direct the disposition of 3,458,443 shares of Common Stock. c) On December 17, 2002, pursuant to a Stock Purchase Agreement, Harmony Ventures B.V. purchased 2,255,000 shares of Common Stock at a price of $6.00 per share, or an aggregate amount of $13,530,000. Harmony purchased 524,000 shares in August, 2002 utilizing its own funds and 679,443 in December 2002 with borrowed funds for a total of 1,203,443 additional shares of Common Stock in private transactions with borrowed funds. d) Not applicable. e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Not applicable. Item 7. Material to Be Filed as Exhibits 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. Date: November ___, 2006 /s/ ______________________ Title: Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) -----END PRIVACY-ENHANCED MESSAGE-----