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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) AUGUST 30, 1999
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
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 30, 1999, the Registrant's Comverge Technologies, Inc. subsidiary
("Comverge") completed the acquisition (the "Acquisition") of substantially all
of the assets of the Control Systems division of Scientific-Atlanta, Inc.
("S-A"). The purchase price for the Acquisition is $4 million (subject to
certain adjustments), of which $3.25 million was paid at closing.
The purchase price and the other terms of the transaction were determined
by arms-length negotiations among Comverge, S-A and the Registrant. Financing
for the Acquisition was provided by a term loan from Bank Leumi USA.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of the Control Systems Division of
Scientific-Atlanta, Inc.
The required financial statements will be filed on or prior to November 13,
1999.
(b) Pro Forma Financial Information
The required pro forma information will be filed on or prior to November
13, 1999.
(c) Exhibits.
2.1 Asset Purchase Agreement between Comverge Technologies, Inc., and
Scientific-Atlanta, Inc., dated as of June 11, 1999 (incorporated by reference
to the Registrant's Report on Form 10-Q for the period ending June 30, 1999).
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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 September 8, 1999.
DATA SYSTEMS & SOFTWARE INC.
BY: /s/ Yacov Kaufman
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VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
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