sc13da306517005_02252008.htm

0000921895-08-000628.txt : 20080225 0000921895-08-000628.hdr.sgml : 20080225 20080225172359 ACCESSION NUMBER: 0000921895-08-000628 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080225 DATE AS OF CHANGE: 20080225 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: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47867 FILM NUMBER: 08640375 BUSINESS ADDRESS: STREET 1: BIESBOSCH 225 CITY: 1181 JC AMSTELVEEN STATE: P7 ZIP: 0000000000 BUSINESS PHONE: 31 20 347 1077 MAIL ADDRESS: STREET 1: BIESBOSCH 225 CITY: 1181 JC AMSTELVEEN STATE: P7 ZIP: 0000000000 FORMER COMPANY: FORMER CONFORMED NAME: ICTS HOLLAND PRODUCTION BV DATE OF NAME CHANGE: 19960306 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EVEREST SPECIAL SITUATIONS FUND LP CENTRAL INDEX KEY: 0001224607 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PLATINUM HOUSE, 21 HA'ARBA'A STREET CITY: TEL AVIV ISREAL STATE: L3 ZIP: 64739 BUSINESS PHONE: 01197236858555 MAIL ADDRESS: STREET 1: PLATINUM HOUSE, 21 HA'ARBA'A STREET CITY: TEL AVIV ISREAL STATE: L3 ZIP: 64739 SC 13D/A 1 sc13da306517005_02252008.htm sc13da306517005_02252008.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 3)1

ICTS INTERNATIONAL N.V.

(Name of Issuer)

Common Shares, par value 0.45 Euro per share

(Title of Class of Securities)

N43837108

(CUSIP Number)

STEVEN WOLOSKY, ESQ.

OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

February 25, 2008

(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 ¨.

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.

_______________

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 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).

CUSIP NO. N43837108

1	NAME OF REPORTING PERSON EVEREST SPECIAL SITUATIONS FUND L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 600,697
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 600,697
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 600,697
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.0%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. N43837108

1	NAME OF REPORTING PERSON EVEREST FUND, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 49,225
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 49,225
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 49,225
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.7%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. N43837108

1	NAME OF REPORTING PERSON MAOZ EVEREST FUND MANAGEMENT LTD.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION ISRAEL
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 649,922
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 649,922
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 649,922
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.7%
14	TYPE OF REPORTING PERSON CO

CUSIP NO. N43837108

1	NAME OF REPORTING PERSON ELCHANAN MAOZ
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION ISRAEL
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 649,922
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 649,922
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 649,922
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.7%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. N43837108

The following constitutes Amendment No. 3 (“Amendment No. 3”) to the Schedule 13D filed by the undersigned. This Amendment No. 3 amends the Schedule 13D as specifically set forth.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The aggregate purchase price, including commissions, of the 600,697 Shares purchased by ESSF is $1,044,674 (including all brokers’ commissions). The Shares owned by ESSF were purchased with its working capital.

The aggregate purchase price, including commissions, of the 49,225 Shares purchased by Everest Fund is $92,595 (including all brokers’ commissions). The Shares owned by Everest Fund were purchased with its working capital.

Item 4. Purpose of Transaction.

Item 4 is hereby amended to add the following:

On February 25, 2008 the Reporting Persons delivered a letter to the Issuer expressing their frustrations with the Issuer’s lack of communication with stockholders. The letter stated that the Reporting Persons believe the Issuer should (i) immediately make public such information presented at the annual meeting of stockholders, which took place in Amsterdam on December 19, 2007, (ii) engage in ongoing public communications with stockholders regarding the Issuer’s turnaround plans and any other plans it has for creating value for stockholders and (iii) explain its relationship with the Dutch fund that disclosed a nearly 10% ownership stake in the Issuer in December 2007. A copy of the letter is attached as exhibit 99.1 hereto and is incorporated herein by reference.

Item 5. Interest in Securities of the Issuer.

Item 5(a) is hereby amended and restated to read as follows:

(a) As of February 25, 2008, ESSF and Everest Fund owned 600,697 Shares and 49,225 Shares, respectively, which constitute approximately 9.0% and 0.7%, respectively, of the 6,672,980 outstanding Shares (based upon the number of Shares that were reported to be outstanding in the Issuer’s Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission on December 27, 2007).

MEFM, by virtue of its status as the general partner of ESSF and Everest Fund, and Mr. Maoz, by virtue of his status as a controlling stockholder of MEFM, may be deemed to beneficially own the Shares held by ESSF and Everest Fund. Consequently, each of MEFM and Mr. Maoz may be deemed to beneficially own 649,922 Shares constituting approximately 9.7% of the outstanding Shares. MEFM and Elchanan Maoz disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

CUSIP NO. N43837108

Item 5(c) is hereby amended to add the following

(c) Schedule A attached hereto sets forth the transactions in the Shares by the Reporting Persons since the filing of Amendment No. 2 to the Schedule 13D. Unless otherwise noted, all such transactions were effected in the open market.

Item 7.

Material to be Filed as Exhibits.

99.1

Letter to the Board of Directors of the Issuer dated February 25, 2008.

CUSIP NO. N43837108

SIGNATURES

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 25, 2008	EVEREST SPECIAL SITUATIONS FUND L.P.

	By:		Maoz Everest Fund Management Ltd., General Partner

	By:	/s/ Elchanan Maoz
		Elchanan Maoz, Chairman and Chief Executive Officer

EVEREST FUND, L.P.

By:		Maoz Everest Fund Management Ltd., General Partner

By:	/s/ Elchanan Maoz
	Elchanan Maoz, Chairman and Chief Executive Officer

	MAOZ EVEREST FUND MANAGEMENT LTD.

	By:	/s/ Elchanan Maoz
		Elchanan Maoz, Chairman and Chief Executive Officer

	/s/ Elchanan Maoz
	ELCHANAN MAOZ

CUSIP NO. N43837108

SCHEDULE A

Transactions in the Shares Since the Filing of Amendment No. 2 to the Schedule 13D

Shares of Common Stock

Purchased

Price Per

Share($)

Date of

Purchase

EVEREST SPECIAL SITUATIONS FUND L.P.

500	1.9000	01/22/08
500	1.8000	01/22/08
1,000	2.0000	01/25/08
1,000	2.0700	01/28/08
3,400	2.0700	01/29/08
1,000	2.2000	01/31/08
1,500	2.2000	02/07/08
500	2.2000	02/11/08
1,000	1.9500	02/19/08
1,000	1.9700	02/22/08

EVEREST FUND, L.P.

None

MAOZ EVEREST FUND MANAGEMENT LTD.

None

ELCHANAN MAOZ

None

EX-99.1 2 ex991sc13da306517005_022508.htm ex991sc13da306517005_022508.htm

Exhibit 99.1

EVEREST SPECIAL SITUATIONS FUND L.P.

Platinum House

21 Ha'arbaa Street

Tel Aviv 84739 Israel

Tel: 972-3-6858555

Fax: 972-3-6858557

February 25, 2008

Facsimile and Federal Express

ICTS International N.V.

Biesbosch 225, 1181 JC Amstelveen

The Netherlands

Attn: Board of Directors

Gentlemen:

Everest Special Situations Fund, L.P. and Everest Fund, L.P. (together referred to as “we” or “Everest”) together compose one of the largest shareholders of ICTS International N.V. (“ICTS” or the “Company”), owning over 9% of the outstanding shares. Everest made its first investment in ICTS in the first half of 2007. Since that time we have repeatedly attempted to reach out to management to gain a better understanding of the Company’s financial condition and to offer our assistance with the Company’s turnaround efforts. Just a few weeks ago, in an effort to help ICTS enhance shareholder value since the price of the Company’s Common Stock does not reflect its intrinsic value, we offered to help organize a series of meetings with investors in the capital markets in order to attract more investors and also improve the Company’s liquidity. Our offer was met with silence from management.

In fact, there seems to be a general lack of communication with and reporting to stockholders by management. We find this especially frustrating in light of the very positive trend in the turnaround process ICTS is undergoing. At the annual meeting of stockholders, which took place in Amsterdam on December 19, 2007 (the “Annual Meeting”), Menachem Atzmon, Chairman of the Company, gave a full and candid overview of the current status of the Company’s business. The results presented seemed positive enough that, we believe, full public disclosure of the Company’s position was warranted. Yet ICTS seems unwilling to publicly share such information.

Based solely on our own notes from the Annual Meeting, we believe Mr. Atzmon stated the following:

Management estimates that the European business, run under the Company’s fully owned subsidiary, I-SEC International Security B.V., will generate between $40 and $45 million in revenues during 2008. Management expects net profit from this activity to be between $3 and $4 million.

Management estimates that in 2008, for the first time, all revenues from the European operation will be recorded in the Company’s top line due to the fact that until February 2008 the Company held a major part of this business as a 50-50 partnership with ICTS Europe.

Management stated that Huntleigh USA (“Huntleigh”), the fully owned U.S subsidiary, is at a breakeven run-rate after years of losses. We note that our request to put Huntleigh up for sale did not meet resistance from management, however there is disagreement over the timing. Although two separate interested potential buyers for Huntleigh have commented to us that they felt management was not seriously considering a sale.

Management expects Huntleigh to end 2008 with approximately $50 million in revenues. Based on these estimations, we project breakeven for Huntleigh in 2008.

Management projects the Company’s revenues in 2008 to be between $90 and $95 million with possibly $3 to $4 million of profit generated from the European business alone. We believe that should Huntleigh be sold in 2008, it could help unlock even more value.

Management also discussed some remaining obstacles facing ICTS, including certain claims outstanding against the Company and its U.S. subsidiary. Management explained that although many of the claims involving ICTS or its U.S subsidiary have been settled or are close to settlement and that while ICTS believes it has good defenses against the rest of the claims against it, management believes those remaining claims require more time to reach settlement. Based on the information provided at the Annual Meeting, we believe settlement of the remaining claims could cost ICTS a few million over an extended period of time.

Unfortunately, because management has been less than forthcoming publicly regarding such information, we cannot verify the accuracy of the financial and business information that was provided to us at the Annual Meeting. Again, we are extremely frustrated by management's unwillingness to publicly share such information with all stockholders and to regularly advise stockholders of the Company’s progress. One could question whether, based on both management’s silence and the fact that ICTS and its subsidiaries are trading at a market value of $12 million, if ICTS has ulterior motives, such as plans for a management buyout or delisting. We trust, however, that the Board of Directors will act in the best interest of all stockholders.

As stockholders, we believe ICTS should immediately make public the information presented at the Annual Meeting. ICTS should also engage in ongoing public communications with stockholders regarding the Company’s turnaround plans and any other plans it has for creating value for stockholders. Furthermore, we believe ICTS should explain its relationship with the Dutch fund that disclosed a nearly 10% ownership stake in the Company in December 2007. We expect management to act quickly and purposefully in this regard and look forward to hearing your response.

Sincerely,

/s/ Elchanan (Nani) Maoz

Elchanan (Nani) Maoz