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) December 10, 2003
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DATA SYSTEMS & SOFTWARE INC.
(Exact name of Registrant as Specified in its Charter)
Delaware 0-19771 22-2786081
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(State or Other Jurisdiction (Commission file Number) (IRS Employer
of Incorporation) Identification No.)
200 Route 17, Mahwah, New Jersey 07430
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (201) 529-2026
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Item 5. Other Events and Regulation FD Disclosure.
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On December 10, 2003, the Registrant announced that it has received notice from
The NASDAQ Stock Market indicating that the Company was not in compliance with
Marketplace Rule 4310(c)14 and that the Registrant was subject to delisting from
The NASDAQ Stock Market.
FOR IMMEDIATE RELEASE
DSSI RECEIVES NOTICE FROM NASDAQ STAFF
MAHWAH, N.J. - December 10, 2003 - -Data Systems & Software Inc. (NASDAQ NNM:
DSSIE) announced today that it has received notice from the staff of The NASDAQ
Stock Market, indicating that since the interim financial statements included in
the its Form 10-Q for third of 2003 were not reviewed by independent auditors,
the Company is not in full compliance with Marketplace Rule 4310(c)14 of
NASDAQ's qualitative maintenance requirements and is therefore subject to
delisting from The NASDAQ Stock Market. The Staff also informed the Company that
the character "E" will be appended to the Company's trading symbol beginning
with the commencement of trading on December 10, 2003 to reflect the deficiency
in the Form 10-Q as filed.
As previously disclosed in the Company's SEC filings, KPMG LLP, which had been
the Company's auditors beginning 2000 and which had reviewed the interim
statements for the first two quarters of 2003, resigned as the Company's
independent auditors effective October 9, 2003. As disclosed in the Form 10-Q
for the most recent quarter, due to such resignation, the Company was unable to
obtain a review of the interim financial statements included in Form 10-Q for
the third quarter. The Company expects within two weeks to finalize the
engagement of a recognized worldwide audit group to serve as its independent
auditors for fiscal year 2003, and anticipates that the newly engaged auditors
will promptly complete their review of the interim financial statements for the
period ended September 30, 2003. After such review is done and the Form 10-Q for
the third quarter deemed complete, the Company's trading symbol will revert to
"DSSI".
The Company intends to request a hearing before a NASDAQ Listing Qualifications
Panel to review the NASDAQ staff's delisting determination. According to NASDAQ
procedures, the hearing date will be set, to the extent practicable, within 45
days of the request, and the Company's shares will continue to trade on The
NASDAQ Stock Market pending the Panel's decision. The Company currently
anticipates the review of the interim financial statements to be done before the
completion of the hearing process.
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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. Its Comverge Inc. affiliate provides energy
intelligence solutions to utilities.
For more information, contact:
George Morgenstern, CEO, (201) 529-2026, ir@dssiinc.com.
This press release includes forward-looking statements, which are subject to
risks and uncertainties, including risks associated with the (i) the ability of
the Company to promptly engage new auditors; (ii) the ability of the auditors to
be engaged by the Company to promptly complete their review of the interim
financial statements for the quarter ended September 30, 2003; and (iii) the
Company's appeal to the NASDAQ Listing Qualifications Panel. Actual results may
vary from those projected or implied by such forward-looking statements. There
is no assurance that the engagement by the Company of new auditors and the
review of the interim financial statements will be completed in a timely manner.
There is no assurance as to the results of the appeal to the Panel or that the
Company will be able to maintain compliance with the listing maintenance
standards of The Nasdaq Stock Market. A 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.
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: December 10, 2003 BY: /s/ Yacov Kaufman
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Yacov Kaufman
Vice President and CFO