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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ______)*
Data Systems and Software, Inc.
-------------------------------
(Name of Issuer)
Common Stock, $0.01 par value
-------------------------------
(Title of Class of Securities)
237887104
--------------
(CUSIP Number)
Mr. Yacov Kaufman
200 Route 17, Mahwah, New Jersey 07430
-------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 8, 1997
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1 (b)(3) or (4), check the following box. [ ]
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
Page 1 of 16 Pages
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CUSIP No.: 237887104 13D Page 2 of 16 Pages
- -----------------------------------------------------------------------------
1. Name of reporting person: Cummer/Moyers Capital Advisors, Inc.
IRS Identification No. of above person: 75-2681494
2. Check the appropriate box if a member (a) [X]
of a group (b) [ ]
3. SEC use only ____________________________
4. Source of funds: WC
5. Check box if disclosure of legal proceedings is required pursuant to
Items 2(d) or 2(e) [ ]
6. Citizenship or place of organization: Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. Sole voting power: 0
8. Shared voting power: 0
9. Sole dispositive power: 0
10. Shared dispositive power: 182,800 shares
11. Aggregate amount beneficially owned by each reporting person:
182,800 shares
12. Check box if the aggregate amount in Row (11) excludes certain
shares: [X]
13. Percent of class represented by amount in Row (11): 2.48%
14. Type of reporting person: IA
PAGE
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CUSIP No.: 237887104 13D Page 3 of 16 Pages
- -----------------------------------------------------------------------------
1. Name of reporting person: Cummer/Moyers Capital Partners, Inc.
IRS Identification No. of above person: 75-2551678
2. Check the appropriate box if a member (a) [X]
of a group (b) [ ]
3. SEC use only _____________________________
4. Source of funds: WC
5. Check box if disclosure of legal proceedings is required pursuant to
Items 2(d) or 2(e) [ ]
6. Citizenship or place of organization: Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. Sole voting power: 207,000 shares
8. Shared voting power: 0
9. Sole dispositive power: 207,000 shares
10. Shared dispositive power: 0
11. Aggregate amount beneficially owned by each reporting person:
207,000 shares
12. Check box if the aggregate amount in Row (11) excludes certain
shares: [X]
13. Percent of class represented by amount in Row (11): 2.81%
14. Type of reporting person: CO
PAGE
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CUSIP No.: 237887104 13D Page 4 of 16 Pages
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1. Name of reporting person: Jeffrey A. Cummer
IRS Identification No. of above person:
2. Check the appropriate box if a member (a) [X]
of a group (b) [ ]
3. SEC use only ________________________
4. Source of funds: PF
5. Check box if disclosure of legal proceedings is required pursuant to
Items 2(d) or 2(e) [ ]
6. Citizenship or place of organization: United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. Sole voting power: 1,800 shares
8. Shared voting power: 217,000 shares
9. Sole dispositive power: 1,800 shares
10. Shared dispositive power: 399,800 shares
11. Aggregate amount beneficially owned by each reporting person:
401,600 shares
12. Check box if the aggregate amount in Row (11) excludes certain
shares: [X]
13. Percent of class represented by amount in Row (11): 5.45%
14. Type of reporting person: IN
PAGE
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CUSIP No.: 237887104 13D Page 5 of 16 Pages
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1. Name of reporting person: DWAYNE A. MOYERS
IRS Identification No. of above person:
2. Check the appropriate box if a member (a) [X]
of a group (b) [ ]
3. SEC use only _________________________
4. Source of funds: PF
5. Check box if disclosure of legal proceedings is required pursuant to
Items 2(d) or 2(e) [ ]
6. Citizenship or place of organization: United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. Sole voting power: 11,600 shares
8. Shared voting power: 217,000 shares
9. Sole dispositive power: 11,600 shares
10. Shared dispositive power: 399,800 shares
11. Aggregate amount beneficially owned by each reporting person:
411,400 shares
12. Check box if the aggregate amount in Row (11) excludes certain
shares: [X]
13. Percent of class represented by amount in Row (11): 5.58%
14. Type of reporting person: IN
PAGE
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CUSIP No.: 237887104 13D Page 6 of 16 Pages
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1. Name of reporting person: Cummer/Moyers Holdings, Inc. Profit Sharing Plan
IRS Identification No. of above person: 75-2625318
2. Check the appropriate box if a member (a) [X]
of a group (b) [ ]
3. SEC use only __________________________
4. Source of funds: PF
5. Check box if disclosure of legal proceedings is required pursuant to
Items 2(d) or 2(e) [ ]
6. Citizenship or place of organization: Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. Sole voting power: 10,000 shares
8. Shared voting power: 0
9. Sole dispositive power: 10,000 shares
10. Shared dispositive power: 0
11. Aggregate amount beneficially owned by each reporting person:
10,000 shares
12. Check box if the aggregate amount in Row (11) excludes certain
shares: [ ]
13. Percent of class represented by amount in Row (11): 0.14%
14. Type of reporting person: EP
PAGE
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DATA SYSTEMS AND SOFTWARE, INC.
SCHEDULE 13D
ITEM 1. Security and Issuer
The class of securities to which this statement relates is the
common stock, par value $0.01 per share (the "Common Stock"), of Data
Systems and Software, Inc., a Delaware corporation (the "Issuer"), which
has its principal executive offices located at 200 Route 17, Mahwah, New
Jersey 07430.
ITEM 2. Identity and Background
This statement is being filed by the following beneficial owners of
413,200 shares of Common Stock (approximately 5.61%) of the total number of
shares of Common Stock outstanding as of October 31, 1997 (collectively
referred to as the "Reporting Persons"):
Cummer/Moyers Capital Advisors, Inc. ("Advisors") is a Texas
corporation which is engaged in the business of providing
investment advisory services. Advisors is an investment
advisor registered with the Securities and Exchange
Commission and is also a wholly-owned subsidiary of
Cummer/Moyers Capital Partners, Inc. ("Capital Partners").
The address of its principal business is 3417 Hulen Street,
Fort Worth, Texas 76107.
Capital Partners is a Texas corporation which serves as the
general partner of Investors Strategic Partners I, Ltd., a
Texas limited partnership which operates as an investment
limited partnership, investing primarily in equity securities
(the "Partnership"). As the general partner of the
Partnership, Capital Partners provides management services to
the Partnership and in this capacity is responsible for
investment decisions, portfolio management, and trading
activities. Capital Partners is a wholly-owned subsidiary of
Cummer/Moyers Holdings, Inc. ("Holdings"). The address of
its principal business is 3417 Hulen Street, Fort Worth,
Texas 76107.
Jeffrey A. Cummer ("Mr. Cummer"), whose business address is
3417 Hulen Street, Fort Worth, Texas 76107, serves as the
President and a Director of Holdings and its subsidiaries
Cummer/Moyers Securities, Inc. ("Securities"), Capital
Partners and Advisors. Mr. Cummer is a United States
citizen.
Dwayne A. Moyers ("Mr. Moyers"), whose business address is
3417 Hulen Street, Fort Worth, Texas 76107, serves as the
Vice President, Secretary, Treasurer and a Director of
Holdings and its subsidiaries Securities, Capital Partners
and Advisors. Mr. Moyers is a United States citizen.
Page 7 of 16 Pages
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The Cummer/Moyers Holdings Inc. Profit Sharing Plan (the
"Plan") is the profit sharing plan established for the
benefit of the employees of Holdings and its subsidiaries.
Mr. Cummer and Mr. Moyers serve as trustees of the Plan.
During the past five years, the Reporting Persons (Advisors, Capital
Partners, Mr. Cummer, Mr. Moyers and the Plan) have not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors)
or been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding were or are
subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activity subject to, federal or state
securities laws or finding any violations with respect to such laws.
The affiliates of the Reporting Persons are as follows:
Holdings is a Texas corporation which serves as a holding
company for its subsidiaries engaged in brokerage activities,
advisory services and other related activities. Holdings
owns of record and beneficially all of the issued and
outstanding shares of capital stock of Securities and
Partners. Mr. Cummer and Mr. Moyers are the officers and
directors of Holdings. The address of its principal business
is 3417 Hulen Street, Fort Worth, Texas 76107.
Securities is a Texas corporation which is engaged in the
securities brokerage business. Securities is registered as a
broker/dealer with the Securities and Exchange Commission and
the National Association of Securities Dealers, Inc. Mr.
Cummer and Mr. Moyers are the officers and directors of
Securities. The address of its principal business is 3417
Hulen Street, Fort Worth, Texas 76107.
During the past five years, neither Holdings nor Securities have
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding were or are subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activity
subject to, federal or state securities laws or finding any violations with
respect to such laws.
Attached hereto as Schedule 1 and incorporated by reference herein
is a table setting forth each of the Reporting Persons and their
affiliates, together with their respective addresses and beneficial
ownership of the Common Stock.
Page 8 of 16 Pages
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Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, each
Reporting Person hereby expressly declares that the filing of this
statement is not an admission that such Reporting Person is the beneficial
owner of any shares of Common Stock other than those listed on Schedule 1
as being beneficially owned by such Reporting Person. The Reporting
Persons disclaim beneficial ownership of 85,470 shares of Common Stock of
the Issuer held as non-discretionary client accounts at Securities.
ITEM 3. Source and Amount of Funds or Other Consideration
Prior to July 1997, Mr. Cummer served as a registered principal and
branch manager of Investment Management and Research, Inc. ("IMR") and Mr.
Moyers served as a registered representative of IMR. IMR is a wholly-owned
subsidiary of Raymond James Financial, Inc., a Florida based holding
company which offers a wide range of financial services to individual,
corporate, governmental and institutional clients through its various
subsidiaries. In these capacities Mr. Cummer and Mr. Moyers acquired
approximately 176,750 shares of Common Stock on behalf of discretionary
client accounts held by IMR. The source of funds used by Mr. Cummer and
Mr. Moyers to acquire the 176,750 shares of Common Stock are funds
contributed into the discretionary accounts by the account holders. In
mid-July 1997, following the formation of Advisors and Securities by
Holdings and the termination of Mr. Cummer's and Mr. Moyers' relationship
with IMR, these account holders transferred their discretionary client
accounts to Securities and established an investment advisory relationship
with Advisors. Since the conversion in mid-July, Advisors has purchased
additional shares of Common Stock on behalf of various discretionary client
accounts established at Securities. The 182,800 shares were acquired since
December 1995 at prices ranging from $4.875 to $8.50 per share for a total
approximate amount of $1,086,602.
The source of funds used by Capital Partners to acquire 207,000
shares of Common Stock on behalf of the Partnership are the capital
contributions made by the limited partners to the Partnership. Capital
Partners purchased the 207,000 shares in numerous separate transactions
from December 29, 1995 to November 12, 1997 at prices ranging from $4.7375
to $8.75 per share for a total approximate amount of $1,031,936.
The source of funds used by Mr. Cummer to acquire 1,800 shares of
Common Stock was Mr. Cummer's personal funds. Mr. Cummer purchased the
1,800 shares in a single transaction on November 25, 1997 at a price of
$5.125 per share for a total amount of $9,225.
The source of funds used by Mr. Moyers to acquire 11,600 shares of
Common Stock on behalf of the Dwayne A. Moyers IRA was Mr. Moyers' personal
funds. Mr. Moyers, as the custodian of his IRA, purchased the 11,600
shares in eight separate transactions from December 28, 1995 to July 7,
1997 at prices ranging from $4.8661 to $7.50 per share for a total amount
of approximately $68,844.
Page 9 of 16 Pages
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The source of funds used by the Plan to acquire 10,000 shares of
Common Stock was the contributions to the Plan made by the employees of
Holdings and its subsidiaries. The Plan purchased the 10,000 shares in
eight (8) separate transactions from March 15, 1996 to June 13, 1997 at
prices ranging from $5.00 to $6.625 per share for a total amount of
$55,876.
ITEM 4. Purpose of Transaction
The original purpose of the acquisition of the Common Stock of the
Issuer by the Reporting Persons was for investment purposes. Therefore,
the Reporting Persons qualified to file a statement on Schedule 13G to
report such acquisition (which statement would have been required to be
filed by February 14, 1998). The Reporting Persons may no longer qualify
to file a statement on Schedule 13G. The Reporting Persons are currently
considering either acquiring additional shares of Common Stock of the
Issuer up to a specified level (not yet determined) or affiliating with
other existing shareholders of the Issuer for the express purpose of
bringing about certain fundamental corporate changes in the Issuer in order
to increase shareholder value. Such fundamental corporate changes may
involve a change in the membership of the Board of Directors of the Issuer
or in its management. The Company intends to initiate discussions with
other shareholder groups to attain these goals.
ITEM 5. Interest in Securities of the Issuer
The Reporting Persons beneficially own 413,200 shares of the class
of securities identified in Item 1 which is 5.61% of such class of
securities. The information contained in Schedule 1 hereto regarding the
aggregate number and percentage of the class of securities identified in
Item 1 beneficially owned by each Reporting Person is incorporated herein
by reference.
The Issuer reported on its Form 10-Q for the quarter ending
September 30, 1997 that it had 7,369,178 shares of Common Stock outstanding
as of October 31, 1997. None of the Reporting Persons nor their affiliates
have any options or warrants to purchase shares of Common Stock of the
Issuer.
The information contained in Schedule 1 hereto regarding the power
to vote or dispose of securities identified in Item 1 beneficially owned by
the Reporting Persons is incorporated herein by reference. All shares of
Common Stock owned by a Reporting Person who is an individual is subject to
such Reporting Person's sole power to vote and dispose of such shares of
Common Stock. All voting and disposition decisions concerning shares of
Common Stock owned by a Reporting Person that is a corporation will be made
by the majority vote of the Board of Directors of such Reporting Person.
All voting and disposition decisions concerning shares of Common Stock
owned by the Plan will be made by the trustees of the Plan, Mr. Cummer and
Mr. Moyers.
Page 10 of 16 Pages
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None of the Reporting Persons effected any transactions in shares of
Common Stock of the Issuer within the sixty (60) days prior to the date of
the event requiring the filing of this statement, except for:
6,050 shares acquired by Advisors on the open market
at prices ranging from $5.00 to $6.50 per share from
October 8, 1997 to November 14, 1997.
57,000 shares acquired by Partners on the open market at
prices ranging from $4.875 to $5.3125 per share in six
transactions from October 15, 1997 to December 2, 1997.
25,000 shares sold by Partners on the open market at $5.375
per share in two transactions on November 6, 1997.
300 shares sold by Dwayne Moyers on the open market at
$4.6875 per share on November 14, 1997.
The Reporting Persons know of no other person who has a right to
receive or the power to direct receipt of dividends or proceeds from the
sale of the securities of the Issuer that are the subject of this Schedule
13D.
The Reporting Persons have not ceased to be subject to the reporting
requirements of Schedule 13D during the period of this statement.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Except as set forth below, there are no contracts, arrangements,
understandings or relationships among the Reporting Persons or between any
of the Reporting Persons and any other person with respect to any
securities of the Issuer.
Advisors has entered into agreements with Securities and its
customers regarding the provision of discretionary investment advisory
services on behalf of such customers. Pursuant to such agreements Advisors
has the sole investment authority with regard to assets in such customer
accounts.
Partners serves as the general partner of Investors Strategic
Partners I, Ltd. (the "Partnership"). In this capacity, Partners has the
sole and exclusive right to buy and sell securities on behalf of the
Partnership and to vote same. Partners' authority is set forth in the
Limited Partnership Agreement.
Page 11 of 16 Pages
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ITEM 7. Material to be Filed as Exhibits
Except as set forth below, there are no exhibits required to be
filed as part of this Schedule 13D.
Exhibit A Joint Acquisition Statement
Page 12 of 16 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
CUMMER/MOYERS CAPITAL ADVISORS, INC.
Dated: December 15, 1997 /s/ Jeffrey A. Cummer
---------------------
Jeffrey A. Cummer, President
Dated: December 15, 1997 /s/ Dwayne A. Moyers
--------------------
Dwayne A. Moyers, Vice President,
Secretary and Treasurer
CUMMER/MOYERS CAPITAL PARTNERS, INC.
Dated: December 15, 1997 /s/ Jeffrey A. Cummer
---------------------
Jeffrey A. Cummer, President
Dated: December 15, 1997 /s/ Dwayne A. Moyers
--------------------
Dwayne A. Moyers, Vice President,
Secretary and Treasurer
Dated: December 15, 1997 /s/ Jeffrey A. Cummer
---------------------
Jeffrey A. Cummer
Dated: December 15, 1997 /s/ Dwayne A. Moyers
--------------------
Dwayne A. Moyers
CUMMER/MOYERS HOLDINGS, INC. PROFIT
SHARING PLAN
Dated: December 15, 1997 /s/ Jeffrey A. Cummer
---------------------
Jeffrey A. Cummer, Trustee
Dated: December 15, 1997 /s/ Dwayne A. Moyers
--------------------
Dwayne A. Moyers, Trustee
Page 13 of 16 Pages
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EXHIBIT INDEX
Sequentially
Exhibit Document Numbered Page
A Joint Acquisition Statement 16
Page 14 of 16 Pages
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Schedule 1
Reporting Persons and Beneficial Ownership
<TABLE>
<CAPTION>
Address of
Principal Principal Amount
Name of Business Office Business or Beneficially Percent
Reporting Person or Residence Occupation Owned of Class
- --------------------- -------------------- ---------- ------------ --------
<S> <C> <C> <C> <C>
Cummer/Moyers Capital 3417 Hulen Street
Advisors, Inc. Fort Worth, TX 76107 (1) 182,800 2.48%
Cummer/Moyers Capital 3417 Hulen Street
Partners, Inc. Fort Worth, TX 76107 (2) 207,000 2.81%
Jeffrey A. Cummer 3417 Hulen Street
Fort Worth, TX 76107 (3) 401,600 5.45%
Dwayne A. Moyers 3417 Hulen Street
Fort Worth, TX 76107 (4) 411,400 5.58%
Cummer/Moyers Holdings, 3417 Hulen Street
Inc. Profit Sharing Plan Fort Worth, TX 76107 (5) 10,000 0.14%
</TABLE>
<TABLE>
<CAPTION>
Number of Shares as
to Which Such Person Has
-----------------------------------------------------------
Sole Power Shared Sole Power Shared Power
to Vote or Power to to Dispose to Dispose
Name of to Direct Vote or to or to Direct or to Direct
Reporting Person Vote Direct Vote Disposition Disposition
- ---------------------- ---------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
Cummer/Moyers Capital
Advisors, Inc. 0 0 0 182,800
Cummer/Moyers Capital
Partners, Inc. 207,000 0 207,000 0
Jeffrey A. Cummer
1,800 217,000 1,800 399,800 (6)
Dwayne A. Moyers
Fort Worth, TX 76107 11,600 217,000 11,600 399,800 (6)
Cummer/Moyers Holdings,
Inc. Profit Sharing Plan 10,000 0 10,000 0
</TABLE>
(1) Cummer/Moyers Capital Advisors, Inc. is engaged in the business of
providing investment advisory services.
(2) Cummer/Moyers Capital Partners, Inc. serves as the general partner
of Investors Strategic Partners I, Ltd., a Texas limited partnership
which operates as an investment limited partnership, investing
primarily in equity securities.
(3) Jeffrey A. Cummer serves as the President and a Director of
Cummer/Moyers Holdings, Inc. and its subsidiaries Cummer/Moyers
Securities, Inc., Cummer/Moyers Capital Partners, Inc. and
Cummer/Moyers Capital Advisors, Inc.
(4) Dwayne A. Moyers serves as the Vice President, Secretary, Treasurer
and a Director of Cummer/Moyers Holdings, Inc. and its subsidiaries
Cummer/Moyers Securities, Inc., Cummer/Moyers Capital Partners, Inc.
and Cummer/Moyers Capital Advisors, Inc.
(5) The Cummer/Moyers Holdings Inc. Profit Sharing Plan is the profit
sharing plan established for the benefit of the employees of
Cummer/Moyers Holdings, Inc. and its subsidiaries.
(6) The Reporting Persons have shared power to direct the disposition of
these shares in their capacities as officers and directors of
Cummer/Moyers Capital Advisors, Inc. and Cummer/Moyers Capital
Partners, Inc. and as trustees of the Cummer/Moyers Holdings, Inc.
Profit Sharing Plan.
Page 15 of 16 Pages
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EXHIBIT A
JOINT ACQUISITION STATEMENT
The undersigned each hereby acknowledge that the statement on
Schedule 13D to which this Joint Acquisition Statement is attached is filed
on behalf of each of the undersigned.
CUMMER/MOYERS CAPITAL ADVISORS, INC.
Dated: December 15, 1997 /s/ Jeffrey A. Cummer
---------------------
Jeffrey A. Cummer, President
Dated: December 15, 1997 /s/ Dwayne A. Moyers
--------------------
Dwayne A. Moyers, Vice President,
Secretary and Treasurer
CUMMER/MOYERS CAPITAL PARTNERS, INC.
Dated: December 15, 1997 /s/ Jeffrey A. Cummer
---------------------
Jeffrey A. Cummer, President
Dated: December 15, 1997 /s/ Dwayne A. Moyers
--------------------
Dwayne A. Moyers, Vice President,
Secretary and Treasurer
Dated: December 15, 1997 /s/ Jeffrey A. Cummer
---------------------
Jeffrey A. Cummer
Dated: December 15, 1997 /s/ Dwayne A. Moyers
--------------------
Dwayne A. Moyers
CUMMER/MOYERS HOLDINGS, INC. PROFIT
SHARING PLAN
Dated: December 15, 1997 /s/ Jeffrey A. Cummer
---------------------
Jeffrey A. Cummer, Trustee
Dated: December 15, 1997 /s/ Dwayne A. Moyers
--------------------
Dwayne A. Moyers, Trustee
Page 16 of 16 Pages
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