-----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, VOJF68R62CGLmkkIgm0o+aniDqKBmZwuokb8jjGEcZ9ZQYMRM4x/zDHfVaX8kbxq dq5meVF9Tgiv4Nbc+z/ybg== /in/edgar/work/0001012118-00-000093/0001012118-00-000093.txt : 20001013 0001012118-00-000093.hdr.sgml : 20001013 ACCESSION NUMBER: 0001012118-00-000093 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000630 FILED AS OF DATE: 20001012 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ICTS INTERNATIONAL N V CENTRAL INDEX KEY: 0001010134 STANDARD INDUSTRIAL CLASSIFICATION: [7381 ] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: SEC FILE NUMBER: 000-28542 FILM NUMBER: 738783 BUSINESS ADDRESS: STREET 1: 1 ROCKEFELLER PLAZA STREET 2: SUITE 2412 CITY: NEW YORK STATE: NY ZIP: 10020 MAIL ADDRESS: STREET 1: 1 ROCKEFELLER PLAZA STREET 2: SUITE 2412 CITY: NEW YORK STATE: NY ZIP: 10020 FORMER COMPANY: FORMER CONFORMED NAME: ICTS HOLLAND PRODUCTION BV DATE OF NAME CHANGE: 19960306 6-K 1 0001.txt 6-K 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 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. 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 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 -----END PRIVACY-ENHANCED MESSAGE-----