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) January 25, 2005
DATA SYSTEMS & SOFTWARE INC.
(Exact name of Registrants as Specified in their Charters)
Delaware 0-19771 22-2786081
-------------------------------------------------------------------------------
(States or Other Jurisdiction (Commission file Numbers) (IRS Employer
of Incorporation) Identification Nos.)
200 Route 17, Mahwah, New Jersey 07430
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrants' telephone number, including area code (201) 529-2026
--------------------------------------------------------------------------------
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-2 under the Exchange Act (17 CFR
240.14a-2)
|_| 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))
Section 3 - Securities and Trading Markets
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
On January 25, 2005, Data Systems & Software Inc (the "Company") received
a written notice (the "Notice") from the Nasdaq Listing Qualifications Panel
(the "Panel") stating that the Panel has determined to delist the Company's
securities from the Nasdaq Stock Market effective with the open of business on
Thursday, January 27, 2005.
The Notice indicated that the action was based upon the the failure of the
Company to comply with the $2,500,000 minimum shareholders' equity requirement
for continued listing on the Nasdaq SmallCap Market.
The Company intends to request a review of the Listing Panel's decision by
the Nasdaq Listing and Hearing Review Council. The institution of a review will
not effect a stay of the Panel's delisting decision.
The Company's securities will be eligible for trading on the
Over-the-Counter Bulletin Board ("OTCBB") in accordance with SEC Rule 15c2-11.
The Company is taking steps to ensure that its shares will commence trading on
the OTCBB as soon as possible.
The Company's press release announcing the receipt of the notice and the
delisting of the Company's securities is annexed as Exhibit 99.1 to this Report
and is incorporated herein by reference.
Section 9 - Financial Statementd and Exhibits
(c) Exhibits
99.1 Press Release dated January 26, 2005
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 on this 26th day of January 2005.
DATA SYSTEMS & SOFTWARE, INC.
By: /s/ George Morgenstern
-----------------------------------------
Name: George Morgenstern
Title: President and Chief Executive Officer