20-F/A 1 e53565-20fa.htm FORM 20-F/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 20-F/A

 

[_] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

 

OR

 

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2012

 

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.

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(Exact Name of Registrant as specified in its charter)

 

Not Applicable

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(Translation of Registrant's name into English)

 

The Netherlands

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(Jurisdiction of incorporation or organization)

 

Biesbosch 225, 1181 JC Amstelveen, The Netherlands

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(Address of principal executive offices)

 

Alon Raich, Tel: +31-20-3471077,

Email: alon@ictsinternational.com, Address: Same as above

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(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

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(Title of Class)

 

Securities for which there is a reporting obligation pursuant to

Section 15(d) of the Act:

 

None

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(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: 8,036,698.

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

YES [_] NO [X]

 

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 [X]

 

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 [X] 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 [X] 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 [X]

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

U.S. GAAP [X] 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 [X]

 

 
 

Table of Contents

 

  Page
EXPLANATORY NOTE  2
SIGNATURES  3
INDEX OF EXHIBITS  4
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EXPLANATORY NOTE

 

We are filing this Amendment No.1 to our annual report on Form 20-F for the fiscal year ended December 31, 2012, which was originally filed with the Securities and Exchange Commission on May 13, 2013, for the sole purpose of furnishing the Interactive Data File as Exhibit 101.

 

No other changes have been made to the annual report. This amendment does not reflect events that have occurred after the May 13, 2013 filing date of the annual report on Form 20-F, or modify or update the disclosures presented therein, except to reflect the amendment described above.

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SIGNATURES

 

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

 

  ICTS INTERNATIONAL, N.V. AND SUBSIDIARIES
     
  By: /s/ Raanan Nir
     
  -----------------------------
  Name: Raanan Nir
  Title: Managing Director
     
     
Date: May 30, 2013

 

 

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INDEX OF EXHIBITS

 

 

Exhibit   Description
     
101.INS XBRL Instance Document
     
101.SCH XBRL Taxonomy Extension Schema Document
     
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
     
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
4