- Amended Statement of Beneficial Ownership (SC 13D/A)
19 8월 2010 - 6:25AM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D A/1
Under the
Securities Exchange Act of 1934
(Amendment
No. 1)*
ICX
TECHNOLOGIES, INC.
(Name of
Issuer)
Shares
of Common Stock, par value $0.001 per share
(Title of
Class of Securities)
44934T105
(CUSIP
Number)
Arthur
H. Amron, Esq.
Wexford
Capital LP
411
West Putnam Avenue
Greenwich,
CT 06830
(203)
862-7012
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
August
16, 2010
(Date of
Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box.
¨
Note:
Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See section 240.13d-7 for other parties to whom copies
are to be sent.
* The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or other subject to the liabilities of that section of Act but shall be
subject to all other provisions of the Act (however, see the
Notes).
CUSIP
No. 44934T105
|
1
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above Persons (entities only)
|
DP
1 LLC
|
2
|
Check
the Appropriate Box if a Member of a Group
(See
Instructions)
(a)
x
(b)
o
|
3
|
SEC
Use Only
|
4
|
Source
of Funds (See Instructions)
|
OO
|
5
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e
|
o
|
6
|
Citizenship
or Place of Organization
|
Delaware
|
Number
of Shares Beneficially Owned by Each Reporting Person With
|
7
|
Sole
Voting Power
|
0
|
8
|
Shared
Voting Power (see Item 5 below)
|
16,876,166
|
9
|
Sole
Dispositive Power
|
0
|
10
|
Shared
Dispositive Power (see Item 5 below)
|
16,876,166
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
16,876,166
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
|
13
|
Percent
of Class Represented by Amount in Row (11)
|
48.31%
|
14
|
Type
of Reporting Person (See Instructions)
|
CO
|
CUSIP
No. 44934T105
|
1
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above Persons (entities only)
|
Valentis
SB, L.P.
|
2
|
Check
the Appropriate Box if a Member of a Group
(See
Instructions)
(a)
x
(b)
o
|
3
|
SEC
Use Only
|
4
|
Source
of Funds (See Instructions)
|
PN
|
5
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e
|
o
|
6
|
Citizenship
or Place of Organization
|
Delaware
|
Number
of Shares Beneficially Owned by Each Reporting Person With
|
7
|
Sole
Voting Power
|
0
|
8
|
Shared
Voting Power (see Item 5 below)
|
2,804,306
|
9
|
Sole
Dispositive Power
|
0
|
10
|
Shared
Dispositive Power (see Item 5 below)
|
2,804,306
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
*Includes
127,250 currently exercisable warrants to acquire 127,250 shares of Common
Stock.
|
2,804,306*
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
|
13
|
Percent
of Class Represented by Amount in Row (11)
|
8.00%
|
14
|
Type
of Reporting Person (See Instructions)
|
OO
|
CUSIP
No. 44934T105
|
1
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above Persons (entities only)
|
Wexford
Spectrum Investors LLC
|
2
|
Check
the Appropriate Box if a Member of a Group
(See
Instructions)
(a)
x
(b)
o
|
3
|
SEC
Use Only
|
4
|
Source
of Funds (See Instructions)
|
OO
|
5
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e
|
o
|
6
|
Citizenship
or Place of Organization
|
Delaware
|
Number
of Shares Beneficially Owned by Each Reporting Person With
|
7
|
Sole
Voting Power
|
0
|
8
|
Shared
Voting Power (see Item 5 below)
|
1,000,000
|
9
|
Sole
Dispositive Power
|
0
|
10
|
Shared
Dispositive Power (see Item 5 below)
|
1,000,000
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
1,000,000
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
|
13
|
Percent
of Class Represented by Amount in Row (11)
|
2.86%
|
14
|
Type
of Reporting Person (See Instructions)
|
CO
|
CUSIP
No. 44934T105
|
1
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above Persons (entities only)
|
Wexford
Catalyst Investors LLC
|
2
|
Check
the Appropriate Box if a Member of a Group
(See
Instructions)
(a)
x
(b)
o
|
3
|
SEC
Use Only
|
4
|
Source
of Funds (See Instructions)
|
OO
|
5
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e
|
o
|
6
|
Citizenship
or Place of Organization
|
Delaware
|
Number
of Shares Beneficially Owned by Each Reporting Person With
|
7
|
Sole
Voting Power
|
0
|
8
|
Shared
Voting Power (see Item 5 below)
|
670,000
|
9
|
Sole
Dispositive Power
|
0
|
10
|
Shared
Dispositive Power (see Item 5 below)
|
670,000
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
670,000
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
|
13
|
Percent
of Class Represented by Amount in Row (11)
|
1.92%
|
14
|
Type
of Reporting Person (See Instructions)
|
CO
|
CUSIP
No. 44934T105
|
1
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above Persons (entities only)
|
Debello
Investors LLC
|
2
|
Check
the Appropriate Box if a Member of a Group
(See
Instructions)
(a)
x
(b)
o
|
3
|
SEC
Use Only
|
4
|
Source
of Funds (See Instructions)
|
OO
|
5
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e
|
o
|
6
|
Citizenship
or Place of Organization
|
Delaware
|
Number
of Shares Beneficially Owned by Each Reporting Person With
|
7
|
Sole
Voting Power
|
0
|
8
|
Shared
Voting Power (see Item 5 below)
|
260,000
|
9
|
Sole
Dispositive Power
|
0
|
10
|
Shared
Dispositive Power (see Item 5 below)
|
260,000
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
260,000
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
|
13
|
Percent
of Class Represented by Amount in Row (11)
|
0.74%
|
14
|
Type
of Reporting Person (See Instructions)
|
CO
|
CUSIP
No. 44934T105
|
1
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above Persons (entities only)
|
Wexford
Capital LP
|
2
|
Check
the Appropriate Box if a Member of a Group
(See
Instructions)
(a)
x
(b)
o
|
3
|
SEC
Use Only
|
4
|
Source
of Funds (See Instructions)
|
PN
|
5
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e
|
o
|
6
|
Citizenship
or Place of Organization
|
Delaware
|
Number
of Shares Beneficially Owned by Each Reporting Person With
|
7
|
Sole
Voting Power
|
0
|
8
|
Shared
Voting Power (see Item 5 below)
|
21,613,338
|
9
|
Sole
Dispositive Power
|
0
|
10
|
Shared
Dispositive Power (see Item 5 below)
|
21,613,338
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
*Includes
127,250 currently exercisable warrants to acquire 127,250 shares of Common
Stock and options to purchase 2,866 shares of Common
Stock.
|
21,613,338*
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
|
13
|
Percent
of Class Represented by Amount in Row (11)
|
61.64%
|
14
|
Type
of Reporting Person (See Instructions)
|
OO
|
CUSIP
No. 44934T105
|
1
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above Persons (entities only)
|
Wexford
GP LLC
|
2
|
Check
the Appropriate Box if a Member of a Group
(See
Instructions)
(a)
x
(b)
o
|
3
|
SEC
Use Only
|
4
|
Source
of Funds (See Instructions)
|
OO
|
5
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e
|
o
|
6
|
Citizenship
or Place of Organization
|
Delaware
|
Number
of Shares Beneficially Owned by Each Reporting Person With
|
7
|
Sole
Voting Power
|
0
|
8
|
Shared
Voting Power (see Item 5 below)
|
21,613,338
|
9
|
Sole
Dispositive Power
|
0
|
10
|
Shared
Dispositive Power (see Item 5 below)
|
21,613,338
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
*Includes
127,250 currently exercisable warrants to acquire 127,250 shares of Common
Stock and options to purchase 2,866 shares of Common
Stock.
|
21,613,338*
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
|
13
|
Percent
of Class Represented by Amount in Row (11)
|
61.64%
|
14
|
Type
of Reporting Person (See Instructions)
|
OO
|
CUSIP
No. 44934T105
|
1
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above Persons (entities only)
|
Charles
E. Davidson
|
2
|
Check
the Appropriate Box if a Member of a Group
(See
Instructions)
(a)
x
(b)
o
|
3
|
SEC
Use Only
|
4
|
Source
of Funds (See Instructions)
|
OO
|
5
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e
|
o
|
6
|
Citizenship
or Place of Organization
|
United
States
|
Number
of Shares Beneficially Owned by Each Reporting Person With
|
7
|
Sole
Voting Power
|
0
|
8
|
Shared
Voting Power (see Item 5 below)
|
21,613,338
|
9
|
Sole
Dispositive Power
|
0
|
10
|
Shared
Dispositive Power (see Item 5 below)
|
21,613,338
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
*Includes
127,250 currently exercisable warrants to acquire 127,250 shares of Common
Stock and options to purchase 2,866 shares of Common
Stock.
|
21,613,338*
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
|
13
|
Percent
of Class Represented by Amount in Row (11)
|
61.64%
|
14
|
Type
of Reporting Person (See Instructions)
|
IN
|
CUSIP
No. 44934T105
|
1
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above Persons (entities only)
|
Joseph
M. Jacobs
|
2
|
Check
the Appropriate Box if a Member of a Group
(See
Instructions)
(a)
x
(b)
o
|
3
|
SEC
Use Only
|
4
|
Source
of Funds (See Instructions)
|
OO
|
5
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e
|
o
|
6
|
Citizenship
or Place of Organization
|
United
States
|
Number
of Shares Beneficially Owned by Each Reporting Person With
|
7
|
Sole
Voting Power
|
0
|
8
|
Shared
Voting Power (see Item 5 below)
|
21,613,338
|
9
|
Sole
Dispositive Power
|
0
|
10
|
Shared
Dispositive Power (see Item 5 below)
|
21,613,338
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
*Includes
127,250 currently exercisable warrants to acquire 127,250 shares of Common
Stock and options to purchase 2,866 shares of Common
Stock.
|
21,613,338*
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
|
13
|
Percent
of Class Represented by Amount in Row (11)
|
61.64%
|
14
|
Type
of Reporting Person (See Instructions)
|
IN
|
SCHEDULE
13D
This
Amendment No. 1 modifies and supplements the 13D initially filed on September
10, 2009 (the “
Statement
”), with respect to
the common stock, $0.001 par value per share (the “
Common Stock
”), of ICx
Technologies, Inc., a Delaware corporation (the “
Company
”). Except to the
extent supplemented by the information contained in this Amendment No. 1, the
Statement, as amended as provided herein, remains in full force and effect.
Capitalized terms used herein without definition have the respective meanings
ascribed to them in the Statement.
Item
3.
|
Source
and Amount of Funds or Other
Consideration.
|
Since the
date of the Statement, Joseph Jacobs, as a director received and assigned to
Wexford Capital LP, an additional option for 1,500 shares which vested as of end
of month February 2010.
Item
4.
|
Purpose
of Transaction.
|
On August
16, 2010, the Company, FLIR Systems, Inc, an Oregon corporation (“FLIR”) and
Indicator Merger Sub, Inc., a Delaware corporation (“Merger Sub”) entered into
an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which the
Merger Sub has commenced a tender offer (the “Offer”) for all of the Company’s
outstanding shares of Common Stock at a purchase price of $7.55 per share net to
the seller in cash, without interest (less any applicable withholding taxes).
Upon successful completion of the Offer, and subject to the terms and conditions
of the Merger Agreement, Merger Sub will be merged with and into the Company,
with the Company surviving as a wholly owned subsidiary of FLIR (the
“Merger”).
Concurrently
with the execution of the Merger Agreement, (a) the Purchasing Entities entered
into a Tender and Support Agreement with FLIR and Merger Sub (the “Tender
Agreement”), (b) the Company and Wexford Capital LP entered into a Termination
of Administrative Services Agreement (the "Services Termination Agreement"); and
(c) the Company and Valentis SB, L.P. entered into a Warrant Cancellation
Agreement (the "Warrant Cancellation Agreement"). Copies of the Tender
Agreement, Services Termination Agreement and the Warrant Cancellation Agreement
are attached as Exhibits 9.1, 10.1 and 3.1, respectively, to this report and are
incorporated in this report by reference.
Item
5.
|
Interest
in Securities of the Issuer
|
The
aggregate number and percentage of securities beneficially owned by the
Reporting Persons (on the basis of 34,931,678 shares of Common Stock issued and
outstanding as reported in the Company’s Form 10-Q filed with the Commission on
July 31, 2010) are as follows:
DP1
LLC
|
(a) Amount
beneficially owned:
|
16,876,166
|
Percent
of class:
|
48.31%
|
(b) Number
of shares as to which the person has:
|
|
(i) Sole
power to vote or to direct the vote:
|
0
|
(ii) Shared
power to vote or to direct the vote:
|
16,876,166
|
(iii)
Sole power to dispose or to direct the disposition of:
|
0
|
(iv) Shared
power to dispose or to direct the disposition of:
|
16,876,166
|
Valentis
SB, L.P.
|
(a) Amount
beneficially owned:
|
2,804,306
|
Percent
of class:
|
8.00%
|
(b) Number
of shares as to which the person has:
|
|
(i) Sole
power to vote or to direct the vote:
|
0
|
(ii) Shared
power to vote or to direct the vote:
|
2,804,306
|
(iii)
Sole power to dispose or to direct the disposition of:
|
0
|
(iv) Shared
power to dispose or to direct the disposition of:
|
2,804,306
|
Wexford
Spectrum Investors LLC
|
(a) Amount
beneficially owned:
|
1,000,000
|
Percent
of class:
|
2.86%
|
(b) Number
of shares as to which the person has:
|
|
(i) Sole
power to vote or to direct the vote:
|
0
|
(ii) Shared
power to vote or to direct the vote:
|
1,000,000
|
(iii)
Sole power to dispose or to direct the disposition of:
|
0
|
(iv) Shared
power to dispose or to direct the disposition of:
|
1,000,000
|
Wexford
Catalyst Investors LLC
|
(a) Amount
beneficially owned:
|
670,000
|
Percent
of class:
|
1.92%
|
(b) Number
of shares as to which the person has:
|
|
(i) Sole
power to vote or to direct the vote:
|
0
|
(ii) Shared
power to vote or to direct the vote:
|
670,000
|
(iii)
Sole power to dispose or to direct the disposition of:
|
0
|
(iv) Shared
power to dispose or to direct the disposition of:
|
670,000
|
Debello
Investors LLC
|
(a) Amount
beneficially owned:
|
260,000
|
Percent
of class:
|
0.74%
|
(b) Number
of shares as to which the person has:
|
|
(i) Sole
power to vote or to direct the vote:
|
0
|
(ii) Shared
power to vote or to direct the vote:
|
270,000
|
(iii)
Sole power to dispose or to direct the disposition of:
|
0
|
(iv) Shared
power to dispose or to direct the disposition of:
|
270,000
|
Wexford
Capital LP
|
(a) Amount
beneficially owned:
|
21,613,338
|
Percent
of class:
|
61.64%
|
(b) Number
of shares as to which the person has:
|
|
(i) Sole
power to vote or to direct the vote:
|
0
|
(ii) Shared
power to vote or to direct the vote:
|
21,613,338
|
(iii)
Sole power to dispose or to direct the disposition of:
|
0
|
(iv) Shared
power to dispose or to direct the disposition of:
|
21,613,338
|
Wexford
GP LLC
|
(a) Amount
beneficially owned:
|
21,613,338
|
Percent
of class:
|
61.64%
|
(b) Number
of shares as to which the person has:
|
|
(i) Sole
power to vote or to direct the vote:
|
0
|
(ii) Shared
power to vote or to direct the vote:
|
21,613,338
|
(iii)
Sole power to dispose or to direct the disposition of:
|
0
|
(iv) Shared
power to dispose or to direct the disposition of:
|
21,613,338
|
Charles
E. Davidson
|
(a) Amount
beneficially owned:
|
21,613,338
|
Percent
of class:
|
61.64%
|
(b) Number
of shares as to which the person has:
|
|
(i) Sole
power to vote or to direct the vote:
|
0
|
(ii) Shared
power to vote or to direct the vote:
|
21,613,338
|
(iii)
Sole power to dispose or to direct the disposition of:
|
0
|
(iv) Shared
power to dispose or to direct the disposition of:
|
21,613,338
|
Joseph
M. Jacobs
|
(a) Amount
beneficially owned:
|
21,613,338
|
Percent
of class:
|
61.64%
|
(b) Number
of shares as to which the person has:
|
|
(i) Sole
power to vote or to direct the vote:
|
0
|
(ii) Shared
power to vote or to direct the vote:
|
21,613,338
|
(iii)
Sole power to dispose or to direct the disposition of:
|
0
|
(iv) Shared
power to dispose or to direct the disposition of:
|
21,613,338
|
Wexford
Capital may, by reason of its status as managing member or investment advisor of
the Purchasing Entities, be deemed to own beneficially the shares of Common
Stock of which the Purchasing Entities possess beneficial ownership. Wexford GP
may, as the General Partner of Wexford Capital, be deemed to own beneficially
the shares of Common Stock of which the Purchasing Entities possess beneficial
ownership. Each of Messrs. Davidson and Jacobs may, by reason of his status as a
controlling person of Wexford GP, be deemed to own beneficially the shares of
Common Stock of which the Purchasing Entities possess beneficial ownership. Each
of Messrs. Davidson and Jacobs, Wexford GP and Wexford Capital shares the power
to vote and to dispose of the shares of Common Stock beneficially owned by the
Purchasing Entities. Each of Wexford Capital, Wexford GP and Messrs.
Davidson and Jacobs disclaims beneficial ownership of the shares of Common Stock
owned by the Purchasing Entities and this report shall not be deemed as an
admission that they are the beneficial owner of such securities except, in the
case of Messrs. Davidson and Jacobs, to the extent of their respective personal
ownership interests in any of the Purchasing Entities.
Except as
set forth in Item 3 above, the Reporting Persons have not effected any
transactions in the Common Stock during the 60 days preceding the date of this
Schedule 13D.
Item
7.
|
Material
to be Filed as Exhibits
|
|
3.1 Warrant
Cancellation Agreement, dated as of August 16, 2010, by and between ICx
Technologies, Inc. and Valentis SB
L.P.
|
|
9.1 Tender
and Support Agreement, dated as of August 16, 2010, by and among FLIR
Systems, Inc., Indicator Merger Sub, Inc. DP1 LLC, Valentis SB, L.P.,
Wexford Spectrum Investors LLC, Wexford Catalyst Investors and
Debello Investors LLC.
|
|
10.1 Termination
of Administrative Services Agreement, dated as of August 16, 2010, by and
between ICx Technologies, Inc. and Wexford Capital
LP.
|
*
* * * *
SIGNATURE
After
reasonable inquiry and to the best of each of the undersigned’s knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated:
August 18, 2010
|
DP1
LLC
|
|
|
|
|
By:
|
/s/
Arthur Amron
|
|
Name:
|
Arthur
Amron
|
|
Title:
|
Vice
President
|
|
|
|
|
VALENTIS
SB, L.P.
|
|
By:
Valentis SB GP LLC, its general partner
|
|
|
|
By:
|
/s/
Arthur Amron
|
|
Name:
|
Arthur
Amron
|
|
Title:
|
Vice
President
|
|
|
|
|
WEXFORD
SPECTRUM INVESTORS LLC
|
|
|
|
|
By:
|
/s/
Arthur Amron
|
|
Name:
|
Arthur
Amron
|
|
Title:
|
Vice
President
|
|
|
|
|
WEXFORD
CATALYST INVESTORS LLC
|
|
|
|
|
By:
|
/s/
Arthur Amron
|
|
Name:
|
Arthur
Amron
|
|
Title:
|
Vice
President
|
|
|
|
|
DEBELLO
INVESTORS LLC
|
|
|
|
|
By:
|
/s/
Arthur Amron
|
|
Name:
|
Arthur
Amron
|
|
Title:
|
Vice
President
|
|
|
|
|
WEXFORD
CAPITAL LP
|
|
|
|
|
By:
|
/s/
Arthur Amron
|
|
Name:
|
Arthur
Amron
|
|
Title:
|
Partner
and Secretary
|
|
|
|
|
WEXFORD
GP LLC
|
|
|
|
|
By:
|
/s/
Arthur Amron
|
|
Name:
|
Arthur
Amron
|
|
Title:
|
Vice
President
|
|
|
|
|
/s/
Charles E. Davidson
|
|
Charles
E. Davidson
|
|
|
|
/s/
Joseph M. Jacobs
|
|
Joseph
M. Jacobs
|
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