Icts International NV – ‘6-K’ for 6/30/00

On:  Thursday, 10/12/00, at 9:24am ET   ·   For:  6/30/00   ·   Accession #:  1012118-0-93   ·   File #:  0-28542

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Report of a Foreign Private Issuer   —   Form 6-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 6-K         Report of a Foreign Private Issuer                     4     17K 

6-K
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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN ISSUER

Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934        

For the month of October, 2000                                                  

ICTS International N.V. 
  (Transition of registrant's name into English)

              Biesbosch  225,  1181  JC  1185  ZH  Amstelveen,  The  Netherlands
(Address of principal executive offices)      

Indicate by check mark whether the registrant  files or will file annual reports
under cover Form 20-F or Form 40-F.                                             

Form 20-F   x               Form 40-F                             

         Indicate  by check  mark  whether  the  registrant  by  furnishing  the
information contained in this Form is also thereby furnishing the information to
the Commission  pursuant to rule 12g3-2(b) under the Securities  Exchange Act of
1934.                                                                           

Yes x     No                                                                    

    [If  "Yes" is  marked,  indicate  below  the  file  number  assigned  to the
registrant in connection with Rule 12g3- 2(b): 0-28542                          

6-K
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                                                       ICTS INTERNATIONAL N.V.

Immediate Release                                                               

ICTS  signs  agreement  on  European  operations  for  a  net  capital  gain  of
approximately US$ 75 Million                                                    

Amstelveen, The Netherlands,  October 5, 2000 - ICTS International N.V. (NASDAQ:
ICTS), a leading provider of advanced aviation services,  today reported that On
October  5,  2000 it ("the  Company")  signed an  agreement  with  Civas,  Civil
Aviation  Security Services GmbH ("Civas"),  whereby Civas will acquire,  in two
stages, 100% of the shares the Company holds in ICTS Europe Holdings B.V. ("ICTS
Europe"),  for a purchase price of US$ 100 million (subject to certain upward or
downward adjustments as described below), in cash.                              

Assuming the transaction is completed for an aggregate  consideration of US$ 100
million,  the Company expects to record a net capital gain, after accounting for
equity (including goodwill)  transferred,  estimated transaction costs and other
expenses  (including  bonuses payable to management and employees in relation to
this  transaction),  of  approximately  US$ 75 million (subject to the upward or
downward  adjustments  described  below).  The Company  does not expect to incur
capital  gains tax on this gain.  As the  transaction  shall be  effected in two
stages as  described  below,  a part of this gain shall be recorded in year 2001
and another part shall be recorded in year 2003.                                

Shareholders'  equity of the Company as at June 30, 2000, was  approximately US$
29.5  million (or US$ 4.1 equity per share on a fully  diluted  basis).  Had the
sale of all the shares of ICTS Europe occurred on June 30, 2000 for an aggregate
consideration of US$ 100 million,  the shareholders  equity of the Company would
have been  approximately  US$ 105 million at June 30, 2000 (or US$ 15 equity per
share on a fully diluted basis)  (subject to the upward or downward  adjustments
described below).                                                               

ICTS Europe is a private Dutch company  wholly owned by the Company,  which owns
all the subsidiaries of the Company that principally  provide aviation  security
services in Europe,  other than the  Company's  shares in European subsidiaries 
providing  aviation  security  services  in the  Netherlands  and in former  CIS
countries.                                                                      

Civas is a subsidiary of Flughafen Frankfurt/Main AG, which manages and operates
the International airport of Frankfurt in Germany.                              

The sale shall be effected in two stages as follows:                            

As a first  stage Civas shall  acquire  from the Company 45% of the  outstanding
shares in ICTS Europe for a payment of US$ 45 million in cash. Completion of the
first stage is anticipated to occur on January 3, 2001.  Completion of the first
stage is subject to certain  conditions  precedent,  relating to the  regulatory
approval  of the  transaction  by  anti-trust  authorities  in certain  European
jurisdictions,  and the absence of certain  material  adverse  changes  prior to
completion.                                                                     

As a second  stage,  anticipated  to occur on  December  31,  2003,  Civas shall
acquire  all of the  remaining  55% shares of the  Company in ICTS  Europe.  The
consideration for the purchase of those shares is US$ 55 million, to be adjusted
in accordance  with an agreed formula based on the results of operations of ICTS
Europe  during the period  January 1, 2001 -  December  31,  2003 (the "Interim 
Period").  The  adjustment may not reduce the amount payable for those shares to
less than US$ 44 million or increase it to more than US$ 66 million.            

Completion  of the sale of the  shares at  second  stage is not  subject  to any
conditions precedent, other than completion of the first stage.                 

Accordingly upon completion of both stages, the Company will receive for 100% of
the shares of ICTS Europe, in aggregate,  a minimum amount of US$ 89 million and
a maximum amount of US$ 111 million, in cash.                                   

6-K
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All net income  accrued by ICTS Europe in the period  ending  December 31, 2000,
shall be distributable to the Company,  subject to certain  shareholder's equity
and  liabilities  thresholds  with  respect  to ICTS  Europe,  which  have  been
warranted by the Company.                                                       

All net income  accrued by ICTS Europe during the Interim  Period,  shall be for
the account of the Company (55%) and of Civas (45%).                            

Following  completion of the first stage,  the Company will continue to hold the
following  main  assets  and  activities  (other  than 55% of the shares in ICTS
Europe):                                                                        

1. Cash and cash  equivalents  which, had completion of the first stage occurred
on June 30, 2000,  would have been on a consolidated  basis  (excluding cash and
cash equivalents of ICTS Europe) approximately US$ 40 million.                  

2. Shares (80%) of Huntleigh Corporation,  Inc., a USA subsidiary which provides
aviation  services  in the USA.  The  revenues  of  Huntleigh  during the period
January - June 2000 were US$ 31.3 million.                                      

3. Shares (65%) in Procheck  International  B.V that provides  aviation security
services at Schiphol Airport in the Netherlands.  Procheck also holds 2/3 of the
shares in APS Data Screening  Systems B.V., which owns the APS software,  on the
basis of which the Company provides technology-based aviation services.  Another
subsidiary of the Company holds the remaining 1/3 shares in APS.                

4. Shares (100%) in subsidiaries  providing  aviation  security  services in the
former CIS countries.                                                           

5. Investments in various  technology  ventures,  including a joint venture with
Gilat  Communications  Ltd. for the provision of interactive  distance  learning
services  to the  aviation  industry,  and  including  traded  shares  in  Gilat
Communications Ltd. (NASDAQ: GICOF).                                            

ICTS'  President and CEO Lior Zouker said the following  about the  transaction:
"This transaction is the most significant  single event of the Company since its
first public offering of shares in July 1996. This important  development is the
result of  management's  successful  efforts in  sustaining a consistent  growth
since 1993.  The Company  intends to continue to focus efforts on ICTS Europe in
order to maximize its earn-out  potential during the three-year  Interim Period,
as well as increase its effort to develop its USA operations and its involvement
in technology ventures mainly in the aviation industry."                        

For further information, please contact:                                        

Michael Barnea                                                                  
Director                                                                        
ICTS International N.V.                                                         
Tel: (+972-54)-223402                                                           

Conrad F. Mir                                                                   
Senior Vice President                                                           
The Anne McBride Company                                                        
Tel: (+1-212)-983-1702 x209                                                     
E-mail: conrad.mir@annemcbride.com                                              

6-K
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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
undersigning, thereunto duly authorized.                                        

               ICTS INTERNATIONAL N.V.

Date :  October 12,  2000          By : /s/  Lior Zouker                        
           Name :    Lior Zouker
         Title:    President

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘6-K’ Filing		Date		First		Last			Other Filings
		12/31/03		2					20-F,  20-F/A,  NT 20-F
		1/3/01		2
		1/1/01		2
		12/31/00		3					20-F
Filed on:		10/12/00		4
		10/5/00		2
For Period End:		6/30/00		2		3			6-K
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