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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) APRIL 29, 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.
Board of Directors.
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On April 28, 2003, Dr. Allen I. Schiff resigned from our Board of
Directors. Dr. Schiff also served as chairman of our Audit and Compensation
Committees. On April 29, 2003, Dr. Susan L. Malley resigned from our Board of
Directors. Dr. Malley also served as a member of our Audit and Compensation
Committees.
The resignations of Dr. Schiff and Dr. Malley were not due to disagreement
with us on any matter relating to our operations, policies or practices. Their
letters of resignation are attached as exhibits to this report.
On April 29, 2003, the Board appointed Elihu Levine and Shane
Yurman to fill the vacancies created by the resignations of Drs. Schiff and
Malley. Mr. Levine accepted his appointment on April 29, 2003, and will also
serve on our Audit Committee. Mr. Yurman accepted his appointment on April 30,
2003, and will also serve as Chairman of our Audit Committee.
Affirmation of Transfer to The Nasdaq SmallCap Market.
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On April 28, 2003, we received notice from the Nasdaq Listing and Hearing
Review Counsel that the Review Counsel has affirmed the decision by the Nasdaq
Listing Qualifications Panel to transfer our common stock from The Nasdaq
National Market to The Nasdaq SmallCap Market.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits
Exhibit 99.1 - Letter of Dr. Susan L. Malley.
Exhibit 99.2 - Letter of Dr. Allen I. Schiff.
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 hereunto duly authorized.
DATA SYSTEMS & SOFTWARE INC.
Date: April 30, 2003 BY: s/Sheldon Krause
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Sheldon Krause
Secretary