8-K 1 f8k-sept04.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest reported) September 7, 2004 ICTS INTERNATIONAL N.V. (Exact name of registrant as specified in its chapter) The Netherlands (State or other jurisdiction of incorporation) 0-28542 (Commission File Number) 00-0000000 (IRS Employer Identification No.) Biesbosch 225, 1181 JC Amstelveen, The Netherlands (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 011-31-20-347-1077 Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard: Transfer of Listing The Registrant has received a letter from NASDAQ indicting that for the last 30 consecutive trading days, The Company's common shares has not maintained a minimum market value of publicly held shares ("MVPHS") of $5,000,000 as required for continued inclusion under Marketplace Rule 4450(a)(2) (the "Rule"). In accordance with Marketplace Rule 33450(e)(1), the Company will be provided 90 calendar days, or until November 24, 2004 to regain compliance. If, at anytime before November 24, 2004, the MVPHS is $5,000,000 or more for a minimum of 10 consecutive trading days, the Staff will provide written notification that the Company complies with the Rule. If compliance with this Rule cannot be demonstrated by November 24, 2004, the Staff will provide written notification that the Company's securities will be delisted. Item 5.02 Departure of Directors or Principal Officers, Election of Directors; Appointment of Principal Officers In accordance with the laws of The Netherlands, at the Annual Shareholders Meeting held on August 31, 2004 the shareholders elected Ran Langer and Avraham Dan as managing directors of the Management Board which is the Operating Board of the Company. Mr.Ran Langer Mr.Ran Langer (59), from 1979 through 1986 Mr. Langer had various duties with El Al Israel Ainlines in their security department in its European operations in German and England. From 1986 to 1988 he was in priate business. From 1988-1998 he was general manager of the German Subsidiaries for ICTS and from 1998 to the present he is the joint general manager of Seehafen Rostock urnschlagsgesellschaft mbH, a company which is owned by the principal shareholder of ICTS. Avraham Dan (59) was Chief Executive Officer and Director of Pazchem Limited, a chemical Company for the period 1995-2001. From 2001, 2004 he was an independent consultant. He Joined ICTS in June 2004 as the Chief Financial Officer and became a managing director in August 2004. Mr. Barnea has stepped down as Managing Director and CEO of ICTS. 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 hereunto duly authorized. ICTS INTERNATIONAL N.V. (Registrant) Date September 9, 2004 By: /s/ Avraham Dan -------------------------- Avraham Dan, Managing Director