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) March 28, 2005 DATA SYSTEMS & SOFTWARE INC. (Exact name of Registrant as Specified in its Charter) Delaware 0-19771 22-2786081 -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission file Numbers) (IRS Employer of Incorporation) Identification Nos.) 200 Route 17, Mahwah, New Jersey 07430 -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (201) 529-2026 -------------- Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-2 under the Exchange Act (17 CFR 240.14a-2) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Section 8 - Other Events Item 8.01 Other Events. On March 28, 2005, the Registrant announced that it had entered into an agreement in principle for the sale of its dsIT Technologies Ltd. subsidiary to Matrix IT Ltd. The Registrant's press release announcing the agreement in principle is attached as Exhibit 99.1 hereto. Section 9 - Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits. (c) Exhibits 99.1 Press Release dated March 28, 2005 regarding the agreement in principle for the sale of dsIT Technologies Ltd. SIGNATURES Pursuant to the requirements 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 on this 28th day of March 2005. DATA SYSTEMS & SOFTWARE INC. By: /s/ Yacov Kaufman --------------------------------------------- Name: Yacov Kaufman Title: Vice-President and Chief Financial Officer