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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) JUNE 15, 1999
DATA SYSTEMS & SOFTWARE INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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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<PAGE>
Item 5. OTHER EVENTS.
On June 15, 1999, the Registrant's Comverge Technologies, Inc. subsidiary
("Comverge") announced that it had entered into an agreement to purchase
substantially all of the assets of the Control Systems division of
Scientific-Atlanta, Inc. ("S-A"). The purchase price for the acquisition is
$5,000,000, subject to certain adjustments. The closing of the acquisition,
which is subject to the satisfaction of certain conditions, is scheduled for on
or about June 28, 1999.
The purchase price and the other terms of the transaction were determined
by arms-length negotiations between Comverge and S-A.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Press release dated June 15, 1999
2
<PAGE>
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 June 15, 1999.
DATA SYSTEMS & SOFTWARE INC.
BY: /s/ George Morgenstern
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CHAIRMAN OF THE BOARD, PRESIDENT
AND CHIEF EXECUTIVE OFFICER
3
Exhibit 99.1
Release Date: June 15, 1999
For Additional Information:
Peggy Ballard Dawn Peterson
Scientific-Atlanta Comverge Technologies
770-236-7871 973 360-2220
770-236-3088 (fax) 973 360-2227 (fax)
[email protected] [email protected]
DSSI's Comverge Technologies to Acquire Scientific-Atlanta's Control Systems
Business
- -- Acquisition to expand Comverge's ability to offer real-time, remote automated
meter reading and data management capabilities to utilities, energy service
companies, and other customers --
ATLANTA, GA - June 15, 1999 Scientific-Atlanta and Comverge Technologies, Inc.
announced today that Scientific-Atlanta has signed a definitive agreement to
sell its Control Systems business to Comverge, a subsidiary of Data Systems &
Software Inc. (NASDAQ:DSSI).
Scientific-Atlanta's Control System's products include an extensive array of
load management and advanced energy management communications system products. A
world leader in electric utility load control products, Scientific-Atlanta's
Control Systems business has an installed base of four million units serving a
customer base of over 450 utilities in the United States and several foreign
countries. The sale also includes the assignment of several valuable contracts.
Comverge plans to maintain the business in Atlanta. Terms of the agreement were
not disclosed. The transaction is subject to the satisfaction of certain
conditions and is expected to close at the end of this month.
"This acquisition adds the essential pieces for us to become a dominant player
in the emerging, vast data communication and control systems market that will be
spurred by deregulation and international privatization in the utility
business," said George Morgenstern, chairman of DSSI. The
Scientific-Atlanta-developed technology will be integrated with DSSI's low-cost
metering and high-speed two-way powerline carrier technology in its PowerCom
division, and with large scale utility communications and software management
systems which DSSI purchased from Lucent Technologies for implementation by
Comverge.
"Our success lies in keeping focused on our core businesses in the satellite and
broadband markets," said John Morrow, vice president of strategic planning and
marketing at Scientific-Atlanta. "Likewise, through this acquisition, Comverge
gains an even stronger presence in the utility marketplace and enhances their
prospects long term."
"The immediate synergies are evident," said Frank Magnotti, president of
Comverge Technologies. "We can tap Scientific-Atlanta's distribution channels
and large customer base for business opportunities for Comverge products.
<PAGE>
Similarly, we can take Scientific-Atlanta's control systems products to our
customer base in promising international markets.
Comverge Technologies, a subsidiary of Data Systems & Software Inc. is a
worldwide provider of end-to-end, two-way communication solutions for
energy-related data, home automation, environmental monitoring and distributed
generation monitoring. Its internet-basedopen-architecture solutions work with a
variety of wide-area networks including CDPD, cable TV, telephone and personal
communication services (PCS). Comverge has deployed systems in the United
States, Venezuela, Argentina, Israel, Thailand and Mexico. Comverge is
headquartered in Florham Park, NJ, and also has offices and research facilities
in Israel. For additional information, please visit Comverge's web site at
www.comverge-tech.com
Scientific-Atlanta, Inc. (NYSE: SFA/http://www.sciatl.com) is a leading supplier
of broadband communications systems, satellite-based video, voice and data
communications networks and worldwide customer service and support.
Scientific-Atlanta Safe Harbor Statement
"Forward-looking statements" as defined in the Private Securities Litigation
Reform Act of 1995 may be included in this news release. A variety of factors
could cause the Company's actual results to differ from the anticipated results
expressed in such forward-looking statements. Investors are referred to the
Company's Cautionary Statements (Exhibit 99 to the Company's most recent Form
10-Q), which statements are incorporated into this news release by reference.
Comverge Technologies Safe Harbor Statement
This press release includes forward-looking statements which are subject to
risks and uncertainties, including risks and uncertainties associated with(i)
completing the acquisition of and integrating the activities of
Scientific-Atlanta's Control Systems business and (ii) deregulation of the
electric utility industry, and (iii) competition in the data communications for
utilities market. Actual results may vary from those projected or implied by
forward-looking statements. A more complete discussion of risks and
uncertainties, which may affect the accuracy of these statements and Comverge's
business generally, is included in "Business-Factors Which May Affect Future
Results" in DSSI's most recent annual report on form 10-K as filed by DSSI with
the Securities and Exchange Commission.
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