-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ElSnBj0rNeA6A54/0oDNarjc/3mOtWShyXYV+4TktKaTTSGqwodqNZ6EyKi/bdr4 SOItH+5E0XyfsLZZVrvyRQ== 0001144204-03-000838.txt : 20030303 0001144204-03-000838.hdr.sgml : 20030303 20030303153430 ACCESSION NUMBER: 0001144204-03-000838 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030227 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030303 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DATA SYSTEMS & SOFTWARE INC CENTRAL INDEX KEY: 0000880984 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 222786081 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19771 FILM NUMBER: 03589321 BUSINESS ADDRESS: STREET 1: 200 RTE 17 CITY: MAHWAH STATE: NJ ZIP: 07430 BUSINESS PHONE: 2015292026 MAIL ADDRESS: STREET 1: 200 ROUTE 17 CITY: MAHWAH STATE: NJ ZIP: 07430 FORMER COMPANY: FORMER CONFORMED NAME: DEFENSE SOFTWARE & SYSTEMS INC DATE OF NAME CHANGE: 19930328 8-K 1 doc1.txt =============================================================================== 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) FEBRUARY 27, 2003 DATA SYSTEMS & SOFTWARE INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) ----------------------------------------------- Delaware 0-19771 22-2786081 - ----------------------------- ------------------------- -------------------- (State or Other Jurisdiction (Commission file Number) (IRS Employer of Incorporation) Identification No.) 200 Route 17, Mahwah, New Jersey 07430 ---------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (201) 529-2026 -------------- =============================================================================== Item 5. Other Events and Regulation FD Disclosure. ----------------------------------------- On February 27, 2003, we announced that, as a result of a decision by a Nasdaq Listing Panel, the listing of our common stock will be transferred to the Nasdaq SmallCap Market. Our press release announcing this transfer to the Nasdaq SmallCap Market is attached as Exhibit 99.1. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. ------------------------------------------------------------------ (c) Exhibits Exhibit 99.1 - Press release of Data Systems & Software Inc., dated February 27, 2003. 2 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. DATA SYSTEMS & SOFTWARE INC. Date: March 3, 2003 BY: /s/ Sheldon Krause -------------------------------- Sheldon Krause Secretary 3 EX-99.1 3 doc2.txt EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACT: George Morgenstern, CEO DATA SYSTEMS & SOFTWARE INC. (201) 529-2026 e-mail: ir@dssiinc.com DSSI TO TRANSFER TO NASDAQ SMALLCAP MARKET MAHWAH, NJ - February 27, 2003 Data Systems & Software Inc. (NASDAQ: DSSI) announced today that, as a result of a decision by a Nasdaq Listing Panel, the listing for its Common Stock will be transferred to the Nasdaq SmallCap Market. The Company has requested a review of the Listing Panel's decision by the Nasdaq Listing Council. The review request does not delay effectiveness of the Listing Panel's decision. The Listing Council has the authority to reverse or modify the Panel's decision or refer it back to the Listing Panel for reconsideration. The Company's Common Stock will continue to trade on the Nasdaq National Market until the close of trading on Friday, February 28, 2003 and will begin trading on the Nasdaq SmallCap Market at the commencement of trading on Monday, March 3, 2003. *** ABOUT DATA SYSTEMS & SOFTWARE INC. Data Systems & Software Inc. is a provider of software consulting and development services, and is an authorized direct seller and value added reseller of computer hardware. Through its Comverge Technologies subsidiary, the Company provides energy intelligence solutions to utilities. FOR MORE INFORMATION, CONTACT: At the Company, George Morgenstern, CEO, (201) 529-2026, ir@dssiinc.com. At --------------- National Financial Network, Gary Geraci, Investor Relations, (781) 444-6100, extension 629 or (800) 343-4874, extension 629, garyg@otcfn.com ---------------- THIS PRESS RELEASE INCLUDES FORWARD-LOOKING STATEMENTS, WHICH ARE SUBJECT TO RISKS AND UNCERTAINTIES, INCLUDING RISKS ASSOCIATED WITH (I) CONTINUED ELIGIBILITY FOR LISTING FOR THE COMPANY'S STOCK ON THE NASDAQ SMALL CAPMARKET AND (II) THE REQUESTED REVIEW BY THE LISTING COUNCIL OF THE LISTING PANEL'S DECISION. ACTUAL RESULTS MAY VARY FROM THOSE PROJECTED OR IMPLIED BY THE FORWARD-LOOKING STATEMENTS IN THIS RELEASE. ALTHOUGH THE COMPANY COMPLIES WITH ALL CRITERIA FOR LISTING ON THE NASDAQ SMALLCAP MARKET AND BELIEVES THAT IT WILL BE ELIGIBLE TO MAINTAIN SUCH LISTING, RESULTS OF OPERATIONS AND/OR MARKET CONDITIONS MAY ADVERSELY AFFECT THE COMPANY'S ELIGIBILITY TO MAINTAIN SUCH LISTING OVER THE LONG TERM. A MORE COMPLETE DISCUSSION OF RISKS AND UNCERTAINTIES WHICH MAY AFFECT THE COMPANY'S BUSINESS GENERALLY IS INCLUDED IN "BUSINESS--FACTORS WHICH MAY AFFECT FUTURE RESULTS" IN THE COMPANY'S MOST RECENT ANNUAL REPORT ON FORM 10-K AS FILED BY THE COMPANY WITH THE SECURITIES AND EXCHANGE COMMISSION. 4 -----END PRIVACY-ENHANCED MESSAGE-----