sc13dza

0000950153-08-000348.txt : 20080220 0000950153-08-000348.hdr.sgml : 20080220 20080220173058 ACCESSION NUMBER: 0000950153-08-000348 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080220 DATE AS OF CHANGE: 20080220 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: 08630701 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: MONTEBAN NICHOLAS P CENTRAL INDEX KEY: 0001138309 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 001703065612 MAIL ADDRESS: STREET 1: WAGENAARWEG 2597 STREET 2: THE HAGUE CITY: THE NETHERLANDS SC 13D/A 1 p75011sc13dza.htm SC 13D/A sc13dza

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 1)

ICTS INTERNATIONAL N.V. (ICTS)

(Name of Issuer)

Common Stock

(Title of Class of Securities)

N4387108

(CUSIP Number)

ERNST WILLEM VAN DER LEE, GALLADIO CAPITAL MANAGEMENT B.V. AND
XALLADIO HOLDING 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)

December 21, 2007

(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).

SCHEDULE 13D/A

NAMES OF REPORTING PERSON:

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

(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

230,000

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

688,000

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

230,000

WITH

SHARED DISPOSITIVE POWER

688,000

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

230,000

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.44% of Common Stock

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


CUSIP No.		755747102

SCHEDULE 13D/A

NAMES OF REPORTING PERSON:

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

(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

170,000

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

170,000

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

170,000

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.55% of Common Stock

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

SCHEDULE 13D/A

NAMES OF REPORTING PERSON:

Ernst Matthijs Hendrik van der Lee c/o Ernst Willem van der Lee
I.R.S. Identification Nos. of above persons (entities only): None

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(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

192,000

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

192,000

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

192,000

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.88% of Common Stock

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

SCHEDULE 13D/A

NAMES OF REPORTING PERSON:

Nicolaas Pieter Monteban¹
I.R.S. Identification Nos. of above persons (entities only): None

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(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

66,000

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

66,000

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

66,000

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.99% of Common Stock

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

¹ Nicolas Pieter Monteban is an individual.

SCHEDULE 13D/A

NAMES OF REPORTING PERSON:

Mark Joost Rosman
I.R.S. Identification Nos. of above persons (entities only): None

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(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

30,000

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

30,000

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

30,000

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.45% of Common Stock

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

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
SIGNATURES
EX-1


CUSIP No.		N 43837108

ITEM 1. Security and Issuer

The class of equity securities to which this statement on this amendment to Schedule 13D/A 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 Galladio Capital Management B.V., Xalladio Holding 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 Galladio Capital Management B.V., Xalladio Holding 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.		Galladio Capital Management B.V. is a managing investment company.

		Xalladio Holding 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. and CEO of Xalladio Holding B.V.

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

		Nicolaas P. Monteban is an individual.

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.

Galladio Capital Management B.V., Xalladio Holding 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.

Pursuant to Rule 13d-2 promulgated under the Act, this Schedule 13D/A (this “Amendment No. 1”) amends the Schedule 13D filed on December 24, 2007 (the “Original Schedule 13D” and, together with this Amendment No. 1, are collectively referred to herein as the “Schedule 13D”). This Amendment No.1 relates to 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 3. Source and amount of Funds or Other Consideration

Item 3 of Schedule 13D is hereby amended and restated in its entirety as follows:

The aggregate amount of funds required by:

Galladio Capital Management B.V. – to purchase the 230,000 shares of stock owned by the company was $525,919.

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

Xalladio Holding B.V. – to purchase the 170,000 shares of stock owned by the company was $396,919.

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

Ernst Matthijs Hendrik van der Lee c/o Ernst Willem van der Lee – to purchase the 192,000 shares of stock owned by them was $385,920.

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 66,000 shares of stock owned by him was $124,711.

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

Mark J. Rosman – to purchase the 30,000 shares of stock owned by him was $55,680.

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

The beneficial ownership percentages in this report are based on a total of 6,672,980 shares outstanding as of November 16, 2007 (as reported by the Company in the Proxy).

The Reporting Person, as members of a Group, beneficially own 688,000 shares or 10.31% of the Issuer’s stock.

b.		Galladio Capital Management B.V. has the sole power to vote and dispose of 230,000 shares of the Issuer’s stock and shares voting and dispositive power over 688,000 shares of Issuer’s Stock.

		Xalladio Holding B.V. has the sole power to vote and dispose of 170,000 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 192,000 shares of the Issuer’s stock.

		Nicolaas P. Monteban has the sole voting and dispositive power over 66,000 shares of the Issuer’s stock.

		Mark J. Rosman has the sole voting and dispositive power over of 30,000 shares of the Issuer’s stock and shares voting and dispositive powers over 30,000 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 688,000 shares ICTS International N.V. or 10.31% of the Issuer’s stock. Ernst Matthijs Hendrik van der Lee, Ernst Willem van der Lee, Nicolaas P. Monteban and Mark J. Rosman disclaim beneficial ownership in each others’ shares of Issuer’s stock.


Galladio Capital Management B.V.		230,000 shares
Xalladio Holding B.V.		170,000 shares
Ernst Matthijs Hendrik van der Lee and Ernst-Willem van der Lee		192,000 shares
Nicolaas P. Monteban		66,000 shares
Mark J. Rosman		30,000 shares

REPORTING PERSONS/ENTITIES:

Purchases after filing February 13, 2007

REPORTINGPERSONS/ENTITIES:


Trade Date	Quantity		Price per share
Xalladio Holding B.V.
02.15.2007		13,000	$	2.46
02.15.2007		4,600	$	2.60
02.27.2007		7,900	$	2.70
02.28.2007		2,500	$	2.70
03.05.2007		500	$	2.70
03.14.2007		-/- 20.500	$	2.59	²
03.27.2007		2,000	$	2.15
04.05.2007		2,000	$	2.20


²		Transferred and delivered to several accounts in the Group.

REPORTING PERSONS/ENTITIES:


Trade Date	Quantity		Price per share
05.04.2007		250	$	1.90
05.08.2007		1,000	$	1.90
05.09.2007		1,750	$	1.90
06.12.2007		4,000	$	1.65
06.13.2007		1,000	$	1.65
07.19.2007		276	$	1.90
08.06.2007		900	$	1.90
08.17.2007		400	$	1.90
08.21.2007		3,424	$	1.90
08.31.2007		300	$	1.85
09.10.2007		1,200	$	1.85
09.11.2007		350	$	1.85
09.12.2007		300	$	1.85
09.13.2007		2,850	$	1.85
10.05.2007		3,000	$	1.50
10.08.2007		2,000	$	1.50
12.11.2007		10,000	$	1.89
Galladio Capital Management B.V.
03.14.2007		5,000	$	2.59	³
05.24.2007		1,500	$	1.70
05.25.2007		500	$	1.70
05.29.2007		2,000	$	1.70
06.04.2007		500	$	1.70
06.06.2007		300	$	1.70
06.08.2007		200	$	1.70
08.31.2007		5,000	$	1.90
09.28.2007		10,000	$	1.55
11.01.2007		10,000	$	1.58
11.21.2007		2,000	$	1.735


³		Delivered from Xalladio Holding account.

REPORTING PERSONS/ENTITIES:


Trade Date	Quantity		Price per share
12.11.2007		8,000	$	1.90
EMH van der Lee & EW van der Lee
03.14.2007		7,000	$	2.59
04.05.2007		2,000	$	2.18
05.09.2007		3,000	$	1.85
06.25.2007		1,000	$	1.60
07.17.2007		500	$	1.90
07.18.2007		1,000	$	1.90
07.19.2007		2,500	$	1.90
08.31.2007		5,000	$	1.91
09.26.2007		26,200	$	1.48
09.27.2007		1,800	$	1.60
11.01.2007		500	$	1.60
11.08.2007		1,366	$	1.60
11.12.2007		5,000	$	1.60
11.13.2007		600	$	1.60
11.15.2007		2,900	$	1.60
11.21.2007		3.634	$	1.80
NP Monteban
03.14.2007		6,000	$	2.59
09.20.2007		5,000	$	1.80
10.10.2007		1,500	$	1.45
10.11.2007		1,000	$	1.45
10.16.2007		500	$	1.45
10.25.2007		2,000	$	1.45
11.01.2007		5,500	$	1.50
12.07.2007		100	$	1.80
12.10.2007		400	$	1.80
MJ Rosman
02.14.2007		1,500	$	2.40
03.14.2007		2,500	$	2.59
04.05.2007		1,000	$	2.15

REPORTING PERSONS/ENTITIES:


Trade Date	Quantity		Price per share
09.20.2007		2,000	$	1.75
09.21.2007		5,000	$	1.75
10.26.2007		400	$	1.40
10.31.2007		2,600	$	1.40

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

The Reporting Person has 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

SIGNATURES

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.

Dated: February 18th, 2008


		Galladio Capital Management B.V.
		/s/Ernst-Willem vander Lee

		By: Ernst-Willem vander Lee

		Xalladio Holding B.V. /s/Ernst-Willem vander Lee

		By: Ernst-Willem vander Lee

		/s/ Ernst Matthijs Hendrik van der Lee

		By: Ernst Matthijs Hendrik van der Lee

		/s/ Nicolaas P. Monteban

		By: Nicolaas P. Monteban

		/s/ Mark J. Rosman

		By: Mark J. Rosman

EX-1 2 p75011exv1.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 18th day of February 2008.



Xalladio Holding B.V.

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




Galladio Capital Management B.V.

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




Ernst 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

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