-----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, UTLEkyL3tRwKXiPt2WNiCvagh6hLOtIO/4epOR8myFAvCfnnYMyq9JORZVVWSFcT I48yDReK8RvdY7EeF/1GoQ== 0000921895-10-000050.txt : 20100115 0000921895-10-000050.hdr.sgml : 20100115 20100115163609 ACCESSION NUMBER: 0000921895-10-000050 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100115 DATE AS OF CHANGE: 20100115 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: 10530788 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 sc13da706517005_01152010.htm sc13da706517005_01152010.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. 7)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)

January 15, 2010
(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
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
PN

2
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
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
PN

3
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
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
CO

4
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
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
IN

5
CUSIP NO. N43837108
 
The following constitutes Amendment No. 7 (“Amendment No. 7”) to the Schedule 13D filed by the undersigned.  This Amendment No. 7 amends the Schedule 13D as specifically set forth.

Item 5.
Interest in Securities of the Issuer.

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

(a)           In accordance with the terms of the Agreement, on January 15, 2010, ESSF and Everest Fund completed the previously disclosed sale of all 906,644 Shares owned by them.  As such, as of the close of business on January 15, 2010, none of the Reporting Persons beneficially owned any Shares.

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

(c)           Schedule A attached hereto sets forth the transactions in the Shares by the Reporting Persons since the filing of Amendment No. 6 to the Schedule 13D.

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

(e)           As of January 15, 2010, the Reporting Persons ceased to be beneficial owners of more than 5% of the securities of the Issuer.
 
6
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:           January 15, 2010
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

7
CUSIP NO. N43837108
 
SCHEDULE A

Transactions in the Shares Since the Filing of Amendment No. 6 to the Schedule 13D

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

EVEREST SPECIAL SITUATIONS FUND L.P.

(762,884)*
  
$3.55
01/15/10

EVEREST FUND, L.P.

(143,760)*
  
$3.55
01/15/10

MAOZ EVEREST FUND MANAGEMENT LTD.
None
 
ELCHANAN MAOZ
None


 
 
 
* Represents Shares sold in a private sale pursuant to the terms of the Agreement.
 
8
 
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