SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
Data Systems & Software Inc.
(Name of Issuer)
Common Stock, $ 0.01 par value per share
(Title of Class of Securities)
237887104
(CUSIP Number)
October 12, 1999
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule 13G is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
<PAGE>
CUSIP No. 237887104
Page 2 of 8 Pages
- --------------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS Bounty Investors LLC
I.R.S. IDENTIFICATION NO. 52-2194839
OF ABOVE PERSONS (ENTITIES ONLY)
- --------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) |_|
(b) |X|
- --------------------------------------------------------------------------------
(3) SEC USE ONLY
- --------------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
(5) SOLE VOTING POWER
-0-
--------------------------------------------------------------
NUMBER OF (6) SHARED VOTING POWER
SHARES
BENEFICIALLY 735,894
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH --------------------------------------------------------------
(8) SHARED DISPOSITIVE POWER
735,894
- --------------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
735,894
- --------------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES * |_|
- --------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
9.9%
- --------------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON *
OO
- --------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 237887104
Page 3 of 8 Pages
- --------------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS WEC Asset Management LLC
I.R.S. IDENTIFICATION NO. 52-2146721
OF ABOVE PERSONS (ENTITIES ONLY)
- --------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) |_|
(b) |X|
- --------------------------------------------------------------------------------
(3) SEC USE ONLY
- --------------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
(5) SOLE VOTING POWER
-0-
--------------------------------------------------------------
NUMBER OF (6) SHARED VOTING POWER
SHARES
BENEFICIALLY 735,894
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH --------------------------------------------------------------
(8) SHARED DISPOSITIVE POWER
735,894
- --------------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
735,894
- --------------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES * |X|
- --------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
9.9%
- --------------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON *
OO
- --------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 237887104
Page 4 of 8 Pages
Item 1(a). Name of Issuer:
The name of the issuer is Data Systems & Software Inc. (the "Company").
Item 1(b). Address of Issuer's Principal Executive Offices:
The Company's principal executive offices are located at 200 Route 17,
Mahwah, New Jersey 07430.
Item 2(a). Name of Person Filing:
This statement is filed by:
(i) Bounty Investors LLC, a limited liability company organized under
the laws of the State of Delaware with respect to the Convertible
Debentures and Warrants to purchase shares of Common Stock
beneficially owned by it; and
(ii) WEC Asset Management LLC, a limited liability company organized
under the laws of the State of Delaware, with respect to the shares
of Bounty Investors LLC.
The foregoing persons are hereinafter sometimes collectively referred to
as the "Reporting Persons."
Item 2(b). Address of Principal Business Office or, if None, Residence:
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CUSIP No. 237887104
Page 5 of 8 Pages
The address of the business office of each of the Reporting Persons is
1 World Trade Center, Suite 4563, New York, New York 10048.
Item 2(c). Citizenship:
Bounty Investors LLC is a limited liability company organized under the
laws of the State of Delaware.
WEC Asset Management LLC is a limited liability company organized under
the laws of the State of Delaware.
Item 2(d). Title of Class of Securities:
Common Stock, $0.01 par value per share (the "Common Stock")
Item 2(e). CUSIP Number: 237887104
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or
(c), check whether the person filing is a:
(a) |_| Broker or dealer registered under Section 15 of the Act,
(b) |_| Bank as defined in Section 3(a)(6) of the Act,
(c) |_| Insurance Company as defined in Section 3(a)(19) of the Act,
(d) |_| Investment Company registered under Section 8 of the
Investment Company Act of 1940,
(e) |_| Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940,
(f) |_| Employee Benefit Plan or Endowment Fund in accordance with
13d-1 (b)(1)(ii)(F),
(g) |_| Parent Holding Company or control person in accordance with
Rule 13d-1 (b)(ii)(G),
(h) |_| Savings Associations as defined in Section 3(b) of the Federal
Deposit Insurance Act,
(i) |_| Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940,
<PAGE>
CUSIP No. 237887104
Page 6 of 8 Pages
(j) |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to 13d-1(c), check this box: [x]
Item 4. Ownership.
A. Bounty Investors LLC
a) Amount beneficially owned: up to an aggregate of 735,894 shares of
Common Stock issuable upon conversion of the Company's convertible
debentures (the "Debentures") and upon exercise of warrants to
purchase shares of Common Stock (the "Warrants") as of November 29,
1999.
(b) Percent of class: 9.9% The percentage used herein and in the rest of
Item 4 are calculated based upon there being 7,433,278 shares of
Common Stock outstanding as reflected in the Form 10-Q filed by the
Company with the Securities and Exchange Commission (the
"Commission") on November 15, 1999.
(c)(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 735,894
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 735,894
B. WEC Asset Management LLC
(a) Amount beneficially owned: up to an aggregate of 735,894 shares of
Common Stock issuable upon conversion of the Debentures and upon
exercise of the Warrants.
(b) Percent of class: 9.9%
(c)(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 735,894
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 735,894
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
<PAGE>
CUSIP No. 237887104
Page 7 of 8 Pages
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
WEC Asset Management LLC, the manager of Bounty Investors LLC, shares the
power to dispose of and the power to vote the shares of Common Stock
beneficially owned by Bounty Investors LLC. However, WEC Asset Management LLC
disclaims beneficial ownership of these shares. The managing directors of WEC
Asset Management LLC are Ethan Benovitz, Daniel Saks and Mark Nordlicht.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Each of the Reporting Persons hereby makes the following certification:
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
<PAGE>
CUSIP No. 237887104
Page 8 of 8 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED: November 29, 1999
BOUNTY INVESTORS LLC
By: West End Capital LLC, Manager
By: /s/ Ethan Benovitz
-------------------------------------
Name: Ethan Benovitz
Title: Managing Director
WEC ASSET MANAGEMENT LLC
By: /s/ Ethan Benovitz
-------------------------------------
Name: Ethan Benovitz
Title: Managing Director
JOINT FILING AGREEMENT
Each of the undersigned hereby agrees that the schedule 13G filed herewith
is filed jointly, pursuant to Rule 13d-1(k)(1) of the Securities Exchange Act of
1934, as amended, on behalf of each of them.
Dated: November 29, 1999
BOUNTY INVESTORS LLC
By: West End Capital LLC, Manager
By: /s/ Ethan Benovitz
-------------------------------------
Name: Ethan Benovitz
Title: Managing Director
WEC ASSET MANAGEMENT LLC
By: /s/ Ethan Benovitz
-------------------------------------
Name: Ethan Benovitz
Title: Managing Director
