SCHEDULE 14A INFORMATION
Revocation Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant {X}
Filed by a Party other than the Registrant {_}
Check the appropriate box:
{_} Preliminary Proxy Statement (Revocation of Consent Statement)
{_} Confidential, For Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
{_} Definitive Proxy Statement (Revocation of Consent Statement)
{_} Definitive Additional Materials
{X} Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
DATA SYSTEMS & SOFTWARE INC.
-----------------------------------------
(Name of Registrant as specified in its charter)
-----------------------------------------
(Name of person(s) filing proxy statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
{X} No fee required.
{_} Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transactions:
(5) Total fee paid.
- ------------
{_} Fee paid previously with preliminary materials.
{_} Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
FOR IMMEDIATE RELEASE
CONTACT:
Stephen D. Axelrod, CFA
George Morgenstern, CEO Susan T. Bolen (Media)
DATA SYSTEMS & SOFTWARE INC. WOLFE ALEXROD ASSOCIATES
(201) 529-2026; (201) 529-3163 (Fax) (212) 370-4500; (212) 370-4505 (Fax)
e-mail:[email protected]
DISSIDENTS' CONSENT SOLICITATION HALTED AT DATA SYSTEMS
& SOFTWARE INC. PENDING DETERMINATION OF PRELIMINARY
INJUNCTION MOTION
- Preliminary Injunction Hearing Scheduled For Mid March -
MAHWAH, NEW JERSEY -- January 22, 1998 -- Data Systems & Software Inc.
(NASDAQ/NMS:DSSI) today announced that a dissident group's solicitation
of consents from the Company's stockholders has been halted pending the
determination of a preliminary injunction application scheduled for a
hearing on March 16, 1998. The dissidents, Dwayne A. Moyers and Jeffrey
A. Cummer, and certain entities they control, intended to commence a
consent solicitation seeking to remove the Company's entire Board of
Directors and replace the Board with their own nominees.
On January 15, 1998, the Company commenced an action in the United States
District Court for the District of New Jersey alleging, among other
things, that the dissidents were acting in violation of applicable
federal securities laws, and seeking to enjoin the dissidents'
solicitation. The Court ordered expedited discovery, with discovery
scheduled to have begun on January 20, 1998.
After failing to comply with the Court's expedited discovery order, the
dissidents today consented to a Court order prohibiting them from
soliciting consents or taking any steps to solicit consents until the
Court rules on the Company's preliminary injunction motion. Expedited
discovery is now scheduled to begin on February 9, 1998.
Data Systems & Software Inc. ("DSSI") and certain persons named below may
be deemed to be "participants" within the meaning of Regulation 14A under
the Securities Exchange Act of 1934 in the solicitation of revocations of
consents. The participants in this solicitation may include the directors
of DSSI (George Morgenstern, Robert L. Kuhn, Samuel Fogel, Harvey
Eisenberger, Sheldon Krause, Maxwell M. Rabb and Allen I. Schiff); the
following executive officers of DSSI (Yacov Kaufman and David Weldler);
and an employee of DSSI (Laurie Smith). As of January 14, 1998, Messrs.
Morgenstern, Kuhn and Fogel beneficially owned 506,489 shares (including
currently exercisable options as to 327,250 shares), 442,489 shares
(including currently exercisable options as to 249,833 shares), and
297,403 shares (including currently exercisable options as to 206,666
shares) of DSSI Common Stock, respectively. None of the remaining
participants beneficially own in excess of 1% of DSSI's equity
securities.
Data Systems & Software Inc. is a provider of computer consulting and
development services and packaged software products, and is an authorized
direct seller and value added reseller of computer hardware. In addition,
the Company, through Tower Semiconductor Ltd., manufactures integrated
circuits on silicon wafers using its advanced production capability and
the proprietary designs of its customers.
###
