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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) October 12, 1999
DATA SYSTEMS & SOFTWARE INC.
(Exact name of Registrant as Specified in its Charter)
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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.
On October 12, 1999, the Registrant completed a private placement of $2
million of 0% Convertible Subordinated Debentures and 100,000 Warrants to
purchase Common Stock of the Registrant. The Debentures, which are payable in
October 2001, do not bear interest. The Debentures are convertible into Common
Stock of the Company at a conversion price equal to the lower of (i) $3.06625
and (ii) 85% of the average of the closing bid prices for the Common Stock for
the five trading days preceding delivery of a notice of conversion. The Warrants
are exercisable at an exercise price of $ 3.06625 per share. The warrants expire
in October 2002. The Debentures and Warrants were purchased by an investment
fund managed by WEC Asset Management, a New York-based money manager.
The Registrant has agreed to file with the Securities and Exchange
Commission and bring effective a registration statement registering the resale
of the shares of Common Stock issuable upon conversion of the Debentures and
exercise of the Warrants.
The Registrant intends to use the proceeds of the placement to fund its
operations, particularly particularly the data communication solutions for
utilities activities conducted by the Registrant's Comverge Technologies
subsidiary.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
Exhibit 1--Securities Purchase Agreement relating to the purchase and sale
of the Registrant's 0% Convertible Subordinated Debentures and Warrants,
including forms of the Debentures, Warrants and Registration Rights Agreement
annexed as exhibits thereto.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, in the Township of
Mahwah, State of New Jersey, on October 12, 1999.
DATA SYSTEMS & SOFTWARE INC.
BY: /s/ George Morgenstern
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CHAIRMAN OF THE BOARD, PRESIDENT
AND CHIEF EXECUTIVE OFFICER