-------------------------------------------------------------------------------- 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): July 26, 2004 DATA SYSTEMS & SOFTWARE INC. (Exact Name of Registrant as Specified in its Charter) Delaware 0-19771 22-2786081 --------------------------- ---------------------- -------------- (State or Other Jurisdiction (Commission file Number) (IRS Employer of Incorporation) Identification No.) 200 Route 17, Mahwah, New Jersey 07430 -------------------------------------------- ------------ (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (201) 529-2026 -------------------------------------------------------------------------------- Item 5. Other Events and Regulation FD Disclosure. ----------------------------------------- On July 26, 2004, the Registrant announced that it had been notified that Kardan Communications Ltd. no longer intends to proceed with the transaction contemplated by the agreement in principle dated April 19, 2004 between the Registrant and Kardan. The press release relating to such announcement is filed as Exhibit 99.1 hereto. On July 26, 2004, the Registrant announced (i) that the Nasdaq Listing Panel had issued a decision to permit the continued listing of the Registrant's Common Stock, pursuant to an exception from the Nasdaq Marketplace Rules, and (ii) that during the continuation of that exception the trading symbol for the Registrant's Common Stock would be changed to "DSSIC." The press release relating to such announcement is filed as Exhibit 99.2 hereto. Item 7. Financial Statements and Exhibits. --------------------------------- (c) Exhibit 99.1 Press Release dated July 26, 2004 regarding Kardan notification Exhibit 99.2 Press Release dated July 26, 2004 regarding Nasdaq panel decision 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 July 26, 2004. DATA SYSTEMS & SOFTWARE INC. BY: /s/ Yacov Kaufman ------------------------------------------ Yacov Kaufman Vice President and Chief Financial Officer 2