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 19, 2002
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DATA SYSTEMS & SOFTWARE INC.
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(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 19, 2002, we received a Nasdaq Staff Determination notifying us
that we are not in compliance with the minimum stockholders' equity requirement
of $10 million for continued listing, as set forth in Marketplace Rule
4450(a)(3), and that our common stock is, therefore, subject to delisting from
the Nasdaq National Market. On December 20, 2002, we requested a hearing before
the Nasdaq Listing Qualifications Panel to review the Staff Determination.
According to Nasdaq procedures, the hearing date will be set, to the extent
practicable, within 45 days of the request, and DSSI will continue to trade on
the Nasdaq National Market pending the Panel's decision.
We currently meet all the requirements for listing on The Nasdaq SmallCap
Market and would transfer our listing to The Nasdaq SmallCap Market if our
appeal to the Panel is unsuccessful.
There can be no assurance the Panel will grant our request for continued
National Market listing or that we will be able to transfer our listing to The
SmallCap Market and maintain such listing.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits
Exhibit 99.1 - Press Release dated December 20, 2002.
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 23, 2002 BY: s/ Sheldon Krause
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Sheldon Krause
Secretary