-----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, ElZ9sRyfiV0Jy/BTTSmNG4uYgsms58Ix4T//oqk0T6AbJIhADWuJWEnG0oDUBBAK cW33Fn7RiDJX5AEne31KJg== 0001178913-08-001522.txt : 20080618 0001178913-08-001522.hdr.sgml : 20080618 20080618154519 ACCESSION NUMBER: 0001178913-08-001522 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080618 DATE AS OF CHANGE: 20080618 GROUP MEMBERS: ELCHANAN MAOZ GROUP MEMBERS: EVEREST FUND, L.P. GROUP MEMBERS: MAOZ EVEREST FUND MANAGEMENT LTD. 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: 08905701 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 zk85418.htm SC 13D/A

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 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)

June 16, 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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

        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 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).

(Page 1 of 8 Pages)

CUSIP No. N43837108 13D Page 2 of 8 Pages

1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

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)

o
6 CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE
NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH 		7 SOLE VOTING POWER

612,547
8 SHARED VOTING POWER

- - 0 -
9 SOLE DISPOSITIVE POWER

612,547
10 SHARED DISPOSITIVE POWER

- - 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

612,547
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

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

9.2%
14 TYPE OF REPORTING PERSON*

PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. N43837108 13D Page 3 of 8 Pages

1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

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)

o
6 CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE
NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH 		7 SOLE VOTING POWER

93,725
8 SHARED VOTING POWER

- - 0 -
9 SOLE DISPOSITIVE POWER

93,725
10 SHARED DISPOSITIVE POWER

- - 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

93,725
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

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

1.4%
14 TYPE OF REPORTING PERSON*

PN

CUSIP No. N43837108 13D Page 4 of 8 Pages

1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

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)

o
6 CITIZENSHIP OR PLACE OF ORGANIZATION

ISRAEL
NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH 		7 SOLE VOTING POWER

706,272
8 SHARED VOTING POWER

- - 0 -
9 SOLE DISPOSITIVE POWER

706,272
10 SHARED DISPOSITIVE POWER

- - 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

706,272
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

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

10.6%
14 TYPE OF REPORTING PERSON*

CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. N43837108 13D Page 5 of 8 Pages

1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

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)

o
6 CITIZENSHIP OR PLACE OF ORGANIZATION

ISRAEL
NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH 		7 SOLE VOTING POWER

706,272
8 SHARED VOTING POWER

- - 0 -
9 SOLE DISPOSITIVE POWER

706,272
10 SHARED DISPOSITIVE POWER

- - 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

706,272
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

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

10.6%
14 TYPE OF REPORTING PERSON*

IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. N43837108 13D Page 6 of 8 Pages

        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 is hereby amended and restated to read as follows:

        The aggregate purchase price, including commissions, of the 612,547 Shares purchased by ESSF is $1,069,608 (including all brokers’ commissions). The Shares owned by ESSF were purchased with its working capital.

        The aggregate purchase price, including commissions, of the 93,725 Shares purchased by Everest Fund is $189,515 (including all brokers’ commissions). The Shares owned by Everest Fund were purchased with its working capital.

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

    (a)        As of June 16, 2008, ESSF and Everest Fund owned 612,547 Shares and 93,725 Shares, respectively, which constitute approximately 9.2% and 1.4%, respectively, of the 6,672,980 outstanding Shares (based upon the number of Shares that were reported to be outstanding in the Issuer’s Proxy Statement on Schedule 14A filed with Securities and Exchange Commission on November 16, 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 706,272 Shares constituting approximately 10.6% of the outstanding Shares. MEFM and Elchanan Maoz disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

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 during the past 60 days. Unless otherwise noted, all such transactions were effected in the open market.

CUSIP No. N43837108 13D Page 7 of 8 Pages

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: June 18, 2008 EVEREST SPECIAL SITUATIONS FUND L.P.


By: Maoz Everest Fund Management Ltd.,
its General Partner

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

EVEREST FUND, L.P.


By: Maoz Everest Fund Management Ltd.,
its 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

——————————————
ELCHANAN MAOZ

CUSIP No. N43837108 13D Page 8 of 8 Pages

SCHEDULE A

Transactions in the Shares During the Past 60 Days

Shares of Common Stock
Purchased
 Price Per
Share($)
 Date of
Purchase

EVEREST SPECIAL SITUATIONS FUND L.P.
None

EVEREST FUND, L.P.

 
 8,000    2.1900    04/24/08  
 
 10,000    2.2000    05/14/08  
 
 5,000    2.1000    05/20/08  
 
 5,000    2.2000    05/29/08  
 
 7,500    2.2000    05/30/08  
 
 2,500    2.2000    06/16/08  

MAOZ EVEREST FUND MANAGEMENT LTD.
None

ELCHANAN MAOZ
None

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