0001178913-18-003145.txt : 20181218 0001178913-18-003145.hdr.sgml : 20181218 20181218152428 ACCESSION NUMBER: 0001178913-18-003145 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181218 FILED AS OF DATE: 20181218 DATE AS OF CHANGE: 20181218 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ICTS INTERNATIONAL N V CENTRAL INDEX KEY: 0001010134 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28542 FILM NUMBER: 181240327 BUSINESS ADDRESS: STREET 1: WALAARDT SACRESTRAAT 425-4 CITY: SCHIPHOL-OOST STATE: P7 ZIP: 1117 BM BUSINESS PHONE: 31207163420 MAIL ADDRESS: STREET 1: WALAARDT SACRESTRAAT 425-4 CITY: SCHIPHOL-OOST STATE: P7 ZIP: 1117 BM FORMER COMPANY: FORMER CONFORMED NAME: ICTS HOLLAND PRODUCTION BV DATE OF NAME CHANGE: 19960306 6-K 1 zk1822378.htm 6-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 6-K
 
☐
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
 
OR
 
☒
Termination of Material Definitive Agreement  December  , 2018
 
OR
 
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
OR
 
☐
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
Date of event requiring this shell company report . . . . . . .
 
For the transition period from _________________ to _________________
 
COMMISSION FILE NUMBER 0-28542
 
ICTS INTERNATIONAL, N.V.
(Exact Name of Registrant as specified in its charter)
 
Not Applicable
(Translation of Registrant's name into English)
 
The Netherlands
(Jurisdiction of incorporation or organization)
 
Walaardt Sacréstraat, 425-5, 1117 BM Schiphol Oost, The  Netherlands
(Address of principal executive offices)
 
Alon Raich, Tel: +31-20-3471077,
Email: alon@ictsinternational.com, Address: Same as above
(Name, Telephone, E-mail and/or Facsimile number
and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each Class: None
Name of each exchange on which registered: None

Securities registered or to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value 0.45 Euro per share
(Title of Class)
Securities for which there is a reporting obligation pursuant to
Section 15(d) of the Act:
 
None
(Title of Class)
 
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report: 24,350,000.
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
 
YES ☐          NO ☒
 
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
 
YES ☐          NO ☒
 
Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those sections.
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 
YES ☒          NO ☐
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
 
YES ☒          NO ☐
 
Indicate by check mark whether the registrant is a large accelerated filer, am accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer ☐
Accelerated filer ☐
Non-accelerated filer ☒
 
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
 
U.S. GAAP ☒
International Financial Reporting Standards as issued
Other ☐
 
by the International Accounting Standards Board ☐
  
 
If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
 
Item 17 ☐          Item 18 ☐
 
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
YES ☐          NO ☐
 
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ITEM 1.02 Termination of a Material Definitive Agreement

Procheck International B.V. (“PI”), a wholly owned subsidiary of the ICTS International N.V. group, was advised that its contract with Schiphol Nederland B.V. (“Schiphol”) will not be renewed and will end on December 31, 2018. PI’s revenue for the full year 2017 was 16.4 million Euro ($18.5 million as of December 17, 2018) and the estimated revenue for the year 2018 is 19.6 million Euro ($22.1 million as of December 17, 2018). The Company was advised that PI services are not required following a change in the governmental security concept in the Netherlands. Upon expiration of the agreement PI will be closed and the employment of its 170 employees will be terminated. The closing costs are estimated to be 8.0 million Euro ($9.0 million as of December 17, 2018). Management is seeking to provide alternative services to Schiphol and other airlines to replace the PI business. So far, the Company, through one of its subsidiaries is negotiating two contracts with Schiphol and an American carrier. No assurance can be given that Management will be successful in replacing the PI business.
 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
ICTS INTERNATIONAL N.V. 
  
       
 
By:
/s/ Ran Langer
  
   
Ran Langer, Managing Director
  

Dated December 18, 2018
 
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