FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report Of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 under
the Securities Exchange Act of 1934
For the period March 3, 2009
Commission File Number: 0-28542
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.
Form 20-F X Form 40-F ___
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____ Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):______ ____ Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ___ No X
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change of Fiscal Year
At the annual meeting the shareholders held on December 17, 2008, the shareholders approved an amendment to the Articles of Association of the Company by striking out, in its entirety, Article 13, Section 5 relating to the retirement age of 72 of officers and directors. Under Dutch law, this maximum age ceased to apply in April, 2003. The amendment became effective when filed March 3, 2009 under the Dutch law.
ITEM 9.01 Financial Statement and Exhibits
Exhibit (d)-1
Copy of Amendment to the Article of Association of the Company.
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/ Avraham Dan
---------------
Avraham Dan, Managing Director
Dated: April 22, 2009
|
Exhibit (d)-1
VAN DOORNE N.V.
The undersigned:
Daan ter Braak civil-law notary at Amsterdam:
declares:
that the attached document is a fair but an unofficial English translation of the Deed of Amendment of ICTS International N.Y., executed before me, civil-law notary, on 3 March 2009, in which an attempt has been made to be as literal as possible without jeopardizing the overall continuity.
Inevitably, differences may occur in translation, and if so, the Dutch text will by law govern.
Signed in Amsterdam on 4 March 2009.
/s/ Daan ter Braak |
Van Doorne[LOGO]
Advocaten o Natarissen Fiscalisten
TB/RR/RW/60007429
VAN D00RNE N.V.
In this translation an attempt has been made to be as literal as possible without jeopardizing the overall continuity. Inevitably, differences may occur in translation, and if so, the Dutch text will by law govern.
AMENDMENT OF THE ARTICLES OF ASSOCIATION OF ICTS INTERNATIONAL N.Y.
On the third day of March two thousand and nine there appeared before me, Daan ter Braak civil-law notary practicing in the city of Amsterdam: Eke Maria Christina Broekhof, born in Geldrop on the seventh day of August nineteen hundred and eighty-three, with office address at Jachthavenweg 121, 1081 KM Amsterdam.
The appearer has declared that
- the general meeting of shareholders of: ICTS International N.V., a public limited company, incorporated under the laws of the Netherlands, registered with the Trade Register of the Chamber of Commerce under number: 33279300, having its registered office in Amstelveen (the Netherlands) and its business office at Biesbosch 225, 1181 JC Amstelveen (the Netherlands), hereinafter referred to as: the "Company", has resolved on the seventeenth thy of December two thousand and eight to amend the articles of association of the Company as stated hereinafter of which resolution appear from a copy of the minutes of subject meeting which shall be attached to this deed, as well as to authorize the appearer to execute this deed of amendment of the articles of association as appears from a power of attorney which shall be attached to this deed;
- the articles of association of the Company were amended lastly by deed executed by B.Th. Derogee, civil-law notary practicing in the city of Rotterdam, on the third thy of November nineteen hundred ninety-eight; the ministerial statement of no objections with respect to that amendment was granted on the twenty-third day of October nineteen hundred ninety-eight, under number N.V. 440.855.
Van Doorne[LOGO]
Advocaten o Natarissen Fiscalisten
In other to execute said resolution to amend the articles of association, the appearer has declared to amend the articles of association as follows:
Article 13 paragraph 5 shall be deleted and subsequently the other paragraphs shall be renumbered.
The appearer is known to me, civil-law notary.
THIS DEED
drawn up to be kept in the civil-law notary's custody was executed in Amsterdam on the date first above written.
The contents of this instrument were given and explained to the appearer.
He then declared that he had timely noted and approved the contents and did not want a full reading thereof. Thereupon, after limited reading, this instrument was signed by the appearer and by me, civil-law notary.