UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 event reported): ~~August~~September 161, 2010

ICX TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Commission file number: 001-33793

DELAWARE

#77-0619113

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

2100 Crystal Drive, Suite 650, Arlington, VA 22202

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (703) 678-2111

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2 5.02. ~~RESULTS~~DEPARTURE OF ~~OPERATIONS~~DIRECTORS ~~AND~~OR ~~FINANCIAL~~CERTAIN ~~CONDITION~~OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

~~On August 16, 2010,~~ ICx Technologies, Inc. (“ICx” or the “Company”) ~~issued~~typically agrants ~~press~~stock ~~release~~options ~~announcing~~(the “Equity Compensation”) to the nonemployee members of its ~~financial~~Board ~~results~~of ~~for~~Directors (the ~~six~~“Nonemployee Directors”) annually for services rendered. These grants are typically made in ~~months~~addition ~~and~~to ~~quarter~~the ~~ended~~regular ~~June 30~~cash compensation (the “Cash Compensation”) paid to the Nonemployee Directors, ~~2010~~which amounts are paid in equal increments throughout the year on a quarterly basis at the beginning of each quarter. ~~The~~For ~~press~~2010, ~~release~~the Nonemployee ~~contains~~Directors ~~forward-looking~~will ~~statements~~receive ~~regarding~~the ~~ICx~~following aggregate Cash Compensation: E. Spencer Abraham: $75,000; ~~and~~Robert ~~includes~~A. ~~cautionary~~Maginn, ~~statements~~Jr.: ~~identifying~~$35,000; ~~important~~Mark ~~factors~~L. ~~that~~Plaumann: ~~could~~$50,000; ~~cause~~Rodney ~~actual~~E. ~~results~~Slater: to$40,000; ~~differ~~Joseph ~~materially~~M. ~~from~~Jacobs: ~~those anticipated~~$0.

The ~~press~~Equity ~~release~~Compensation ~~issued~~has ~~August 16,~~historically ~~2010,~~been isawarded ~~furnished~~in ~~herewith~~late asFebruary ~~Exhibit~~or ~~99.1~~early toMarch ~~this~~of ~~Report,~~the ~~and~~year ~~shall not be deemed~~ to bewhich ~~filed for purposes of Section 18 of~~ the ~~Exchange~~compensation ~~Act~~relates. However, ~~As noted in~~ the ~~press~~Company ~~release,~~did ~~ICx~~not ~~announced~~timely byaward ~~separate~~the ~~press~~Equity ~~release~~Compensation onin ~~August 16,~~ 2010, aand ~~definitive~~has ~~merger~~determined ~~agreement~~to ~~providing~~grant ~~for~~additional ancash ~~acquisition~~awards ofto ~~ICx on~~ the ~~terms and~~Nonemployee ~~conditions~~Directors ~~provided~~in ~~for~~lieu inof the ~~merger~~Equity ~~agreement.~~Compensation ~~ICx~~for ~~also~~services ~~cancelled~~rendered ~~its~~in ~~earnings~~2010 ~~call that had been scheduled for~~ (the ~~afternoon~~“Additional ~~of August 16, 2010~~Cash Compensation”).

~~Item~~The ~~9.01.~~Company ~~FINANCIAL~~made ~~STATEMENTS~~the ~~AND~~following ~~EXHIBITS~~payments of the Additional Cash Compensation on September 1, 2010:

(d) Exhibits


DIRECTOR	HISTORICAL EQUITY COMPENSATION	ADDITIONAL CASH COMPENSATION
Joseph M. Jacobs	1,500	$	1,560
Mark L. Plaumann	4,500	$	4,680
Robert A. Maginn, Jr.	3,000	$	3,120
E. Spencer Abraham	9,000	$	9,360
Rodney E. Slater	6,000	$	6,240

99The Additional Cash Compensation shown above was calculated by subtracting the closing market price of a share of the Company’s common stock, par value $0.001 (“Common Stock”) on March 1, ~~Press~~2010 ~~release~~(the ~~issued~~assumed grant date based on the Company’s historical practices ) from the Offer Price (as defined in the Agreement and Plan of Merger entered into by ~~ICx~~and ~~Technologies~~among the Company, FLIR Systems, Inc. ~~dated~~and ~~August~~Indicator Merger Sub, Inc., as described in the Company’s Form 8-K filed on August 16, 2010) of $7.55 per share of Common Stock and multiplying by the number of shares of Common Stock that would have been subject to options granted if the Equity Compensation had been awarded consistent with the Company’s historical practices.

SIGNATURE

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.

ICX TECHNOLOGIES, INC.
ICX TECHNOLOGIES, INC. (Registrant)
(Registrant)
By		/s/ Colin J. Cumming
		Colin J. Cumming
		Chief Executive Officer
Date: August 16, 2010
Date: September 3, 2010

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