sc13d

0000950153-06-002979.txt : 20061212 0000950153-06-002979.hdr.sgml : 20061212 20061212123347 ACCESSION NUMBER: 0000950153-06-002979 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20061212 DATE AS OF CHANGE: 20061212 GROUP MEMBERS: ERNST MATTHIJS HENDRIK VAN DER LEE GROUP MEMBERS: GALLADIO CAPITAL MANAGEMENT B.V. GROUP MEMBERS: MARK JOOST ROSMAN GROUP MEMBERS: XALLADIO HOLDING B.V. 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-47867 FILM NUMBER: 061270811 BUSINESS ADDRESS: STREET 1: BEISBOSCH 225 CITY: 1181 JC AMSTELVEEN STATE: P7 ZIP: 00000 BUSINESS PHONE: 31 20 347 1077 MAIL ADDRESS: STREET 1: BEISBOSCH 225 CITY: 1181 JC AMSTELVEEN STATE: P7 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: ICTS HOLLAND PRODUCTION BV DATE OF NAME CHANGE: 19960306 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MONTEBAN NICHOLAS P CENTRAL INDEX KEY: 0001138309 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 001703065612 MAIL ADDRESS: STREET 1: WAGENAARWEG 2597 STREET 2: THE HAGUE CITY: THE NETHERLANDS SC 13D 1 p73227sc13d.htm SC 13D sc13d


	OMB APPROVAL
	OMB Number: 3235-0145
	Expires: February 28, 2009
	Estimated average burden hours per response 14.5

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. ______ )*

ICTS INTERNATIONAL N.V. (ICTS)

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

N4387108

(CUSIP Number)

NICOLAAS P. MONTEBAN, XALLADIO HOLDING B.V. AND GALLADIO CAPITAL MANAGEMENT B.V.
WAGENAARWEG 7, 2597 LL, THE HAGUE, THE NETHERLANDS
011-31-70-306-5612

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

OCTOBER, 2006

(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).


CUSIP No.		N43837108

NAMES OF REPORTING PERSONS:

Xalladio Holding B.V.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

none

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) þ

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

The Netherlands

SOLE VOTING POWER:

NUMBER OF

89,750

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

89,750

WITH

SHARED DISPOSITIVE POWER:

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

89,750

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

1.35%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):


CUSIP No.		N43837108

NAMES OF REPORTING PERSONS:

Galladio Capital Management B.V.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

none

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) þ

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

The Netherlands

SOLE VOTING POWER:

NUMBER OF

139,750

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

139,750

WITH

SHARED DISPOSITIVE POWER:

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

139,750

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

2.09%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):


CUSIP No.		N43837108

NAMES OF REPORTING PERSONS:

ERNST MATTHIJS HENDRIK van der LEE

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

c/o ERNST-WILLEM van der LEE

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) þ

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

The Netherlands

SOLE VOTING POWER:

NUMBER OF

100,500

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

330,000

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

100,500

WITH

SHARED DISPOSITIVE POWER:

330,000

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

100,500

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

1.51%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):


CUSIP No.		N43837108


1	NAMES OF REPORTING PERSONS: NICOLAAS PIETER MONTEBAN

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) þ
	(b) o

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	PF

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	The Netherlands

		7	SOLE VOTING POWER:

NUMBER OF			38,000

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			383,000

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			38,000

WITH		10	SHARED DISPOSITIVE POWER:

			383,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	38,000

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	0.57%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN


CUSIP No.		N43837108


1	NAMES OF REPORTING PERSONS: MARK JOOST ROSMAN

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) þ
	(b) o

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	PF

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	The Netherlands

		7	SOLE VOTING POWER:

NUMBER OF			15,000

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			15,000

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			15,000

WITH		10	SHARED DISPOSITIVE POWER:

			15,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	15,000

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	0.22%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN

TABLE OF CONTENTS


	ITEM 1. Security and Issuer
	ITEM 2. Identity and Background
	ITEM 3. Source and amount of Funds or Other Consideration
	ITEM 4. Purpose of Transaction
	ITEM 5. Interest in Securities of the Issuer
	ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
	ITEM 7. Material to be filed as Exhibits
EX-1


CUSIP No.		N43837108

ITEM 1. Security and Issuer

The class of equity securities to which this statement on Schedule 13D relates is the Common stock, par value € 0,45.per share of ICTS International N.V. a Dutch corporation, with principal executive office located at Biesbosch 225, 1181JC Amstelveen, The Netherlands.

ITEM 2. Identity and Background

a.		This statement is being filed together by Xalladio Holding B.V., Galladio Capital Management B.V., Ernst Matthijs Hendrik van der Lee c/o Ernst-Willem van der Lee, Nicolaas P. Monteban and Mark J. Rosman are sometimes collectively referred to herein as the Reporting Person.

b.		The business address of Xalladio Holding B.V., Galladio Capital Management B.V., Ernst Matthijs Hendrik van der Lee c/o Ernst-Willem van der Lee, Nicolaas P. Monteban and Mark J. Rosman is Wagenaarweg 7. 2597 LL The Hague, The Netherlands.

c.		Xalladio Holding B.V. is a managing investment company.

		Galladio Capital Management B.V. is a managing investment company.

		Ernst Matthijs Hendrik van der Lee is 100% shareholder of Xalladio Holding B.V.

		Ernst-Willem van der Lee is President and CEO and 100% shareholder of Galladio Capital Management B.V.

		Nicolaas P. Monteban is CEO of Xalladio Holding B.V.

		Mark J. Rosman is COO of Galladio Capital Management B.V.

d./e.		None of the Reporting Person during the last five years has been convicted in a criminal proceeding, or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgement, decree or final order enjoying future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

f.		Xalladio Holding B.V., Galladio Capital Management B.V., Ernst Matthijs Hendrik van der Lee c/o Ernst-Willem van der Lee, Nicolaas P. Monteban and Mark J. Rosman are citizen or place of organization of The Netherlands.

ITEM 3. Source and amount of Funds or Other Consideration

The aggregate amount of funds required by:

Xalladio Holding B.V. — to purchase the 89,750 shares of stock owned by the company was $ 224,375.

All funds used to purchase this stock were obtained from the company Xalladio Holding B.V.

Galladio Capital Management B.V. — to purchase the 139,750 shares of stock owned by the company was $ 345,183.

All funds used to purchase this stock were obtained from the company Galladio Capital Management B.V.

Ernst Matthijs Hendrik van der Lee c/o Ernst-Willem van der Lee — to purchase the 100,500 shares of stock owned by them was $ 208,035.

All funds used to purchase this stock were obtained from the personal account by Ernst Matthijs Hendrik van der Lee c/o Ernst-Willem van der Lee.

Nicolaas P. Monteban — to purchase the 38,000 shares of stock owned by him was $ 72,200.

All funds used to purchase this stock were obtained from the personal account by Nicolaas P. Monteban.

Mark J. Rosman — to purchase the 15,000 shares of stock owned by him was $ 26,850.

All funds used to purchase this stock were obtained from the personal account by Mark J. Rosman.

ITEM 4. Purpose of Transaction

Each of the Reporting Person independently purchased shares of the Issuer stock because they had individually determined that the stock may present significant opportunities for realization of increased shareholder value.

ITEM 5. Interest in Securities of the Issuer

Based on the information by the Issuer for the Form ended December 31, 2005 there were 6,672.980 shares of stock outstanding as of November 6, 2006.

a.		The Reporting Person, as members of a Group, beneficially own 383,000 shares or 5.74% of the Issuer’s stock.

b.		Xalladio Holding B.V. has the sole power to vote and dispose of 89,750 shares of the Issuer’s Stock.

		Galladio Capital Management B.V. has the sole power to vote and dispose of 139,750 shares of the Issuer’s stock.

		Ernst Matthijs Hendrik van der Lee c/o Ernst-Willem van der Lee has the sole voting and dispositive power over 100,500 shares of the Issuer’s stock and shares voting and dispositive power over 330,000 shares of Issuer’s stock.

		Nicolaas P. Monteban has the sole voting and dispositive power over of 38,000 shares of the Issuer’s stock and shares voting and dispositive power over 383,000 shares of Issuer’s stock.

		Mark J. Rosman has the sole voting and dispositive power over of 15,000 shares of the Issuer’s stock and shares voting and dispositive powers over 15,000 shares of Issuer’s stock.

c.		The following transactions in the Issuer’s stock were effected by the Reporting Person during the 60 days preceding the date of this report. All of such transactions were open market transactions.

Reporting Person, as members of a Group, beneficially own 383,000 shares ICTS International N.V. or 5.74% of the Issuer’s stock. Nicolaas P. Monteban has shared voting power in respect to 15,000 shares beneficially owned by Mark Rosman. Ernst Matthijs Hendrik Vander Lee, Ernst-Willen Van der Lee, Nicolaas P. Monteban and Mark J. Rosman disclaim beneficial ownership in each others shares of Issuer’ stock.


Xalladio Holding B.V.		89,750 shares

Galladio Capital Management B.V.		139,750 shares

Ernst Matthihs Hendrik Van der Lee and Ernst-Willem Van der Lee		100,500 shares

Nicolaas P. Monteban		38,000 shares

Mark J. Rosman		15,000 shares


Reporting Person/Entities	Trade Date		Quantity		Price per share
Xalladio Holding B.V.
		01.05.2006		2,500	$	2,08
		02.13.2006		2,080	$	2,25
		02.21.2006		4,000	$	2,25
		02.22.2006		500	$	2,25
		02.23.2006		420	$	2,25
		07.14.2006		3,000	$	1,72
		08.22.2006		500	$	1,28
		08.30.2006		4,100	$	1,28
		08.31.2006		2,000	$	1,28
		09.01.2006		3,000	$	1,28
		09.05.2006		400	$	1,25

Galladio Capital Management B.V.
		01.05.2006		2,000	$	2,08


Reporting Person/Entities	Trade Date		Quantity		Price per share
		02.24.2006		500	$	2,20
		02.28.2006		5,845	$	2,20
		03.13.2006		604	$	2,20
		03.14.2006		324	$	2,20
		03.15.2006		727	$	2,20

Ernst Matthijs Hendrik Van der Lee and Ernst-Willem Van der Lee
		01.05.2006		2,500	$	2,08
		03.31.2006		5,000	$	2,15
		07.21.2006		5,000	$	1,70
		09.05.2006		150	$	1,25
		09.07.2006		1,400	$	1,25
		09.08.2006		1,042	$	1,25
		09.12.2006		975	$	1,25
		09.15.2006		565	$	1,25
		09.18.2006		838	$	1,25

Nicolaas P. Monteban
		01.05.2006		2,000	$	2,08
		03.15.2006		1,272	$	2,18
		03.20.2006		1,000	$	2,18
		03.27.2006		130	$	2,18
		03.28.2006		10	$	2,18
		03.31.2006		588	$	2,18
		10.02.2006		200	$	1,20
		10.04.2006		135	$	1,20
		10.05.2006		2,410	$	1,20
		10.09.2006		1,755	$	1,20
		10.09.2006		500	$	1,19
		10.09.2006		2,255	$	1,20
		10.10.2006		2,745	$	1,20
		11.22.2006		8,000	$	1,00

Mark J. Rosman
		01.05.2006		1,000	$	2,08
		03.31.2006		1,100	$	2,15
		04.03.2006		900	$	2,15
		07.21.2006		2,000	$	1,65
		11.21.2006		2,000	$	1,00
		11.22.2006		3,000	$	1,00

d.		n/a

e.		n/a


ITEM 6.		Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The Reporting Person have agreed orally to act in concert for the purpose of influencing the business and affairs of the Issuer in the manner described above in item 4. However the Reporting Person presently disclaim any oral or written agreement with respect to the acquisition, disposition or voting of the Issuer’s stock or any it’s other securities.

ITEM 7. Material to be filed as Exhibits

Exhibit 1 Joint Filing Agreement

After reasonable inquiry and to the best of the undersigneds’ knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: December 5, 2006


		Xalladio Holding B. V.

		/s/ Nicolaas P. Monteban
		Nicolaas P. Monteban, Chief Executive Officer

		Galladio Capital Management B. V.

		/s/ Ernst-Willem van der Lee
		Ernst-Willem van der Lee, President

		/s/ Ernst Matthijs Hendrick van der Lee
		Ernst Matthijs Hendrick van der Lee

		/s/ Nicolaas P. Monteban
		Nicolaas P. Monteban

		/s/ Mark J. Rosman
		Mark J. Rosman

EX-1 2 p73227exv1.htm EX-1 exv1

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned, for good and valuable consideration consisting of their mutual commitments stated herein, hereby agree to joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D, including amendments thereto, with respect to the common stock € 0,45 par value per share of ICTS International N.V. and that this Agreement be included as an Exhibit to such joint filing. This agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 16th day of November 2006.


Xalladio Holding B.V.

N.P. Monteban		/s/ N.P. Monteban


Galladio Capital Management B.V.

Ernst-Willem van der Lee		/s/ Ernst-Willem van der Lee


Earnst Matthijs Hendrik van der Lee e/o

Ernst-Willem van der Lee

Ernst-Matthijs Hendrik van der Lee		/s/ Ernst-Matthijs Hendrik van der Lee


Ernst-Willem van der Lee		/s/ Ernst-Willem van der Lee


Nicolaas P. Monteban

Nicolaas P. Monteban		/s/ Nicolaas P. Monteban


Mark J. Rosman

Mark J. Rosman		/s/ Mark J. Rosman

6 -----END PRIVACY-ENHANCED MESSAGE-----

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents