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<SEC-DOCUMENT>0001144204-03-000839.txt : 20030303
<SEC-HEADER>0001144204-03-000839.hdr.sgml : 20030303
<ACCEPTANCE-DATETIME>20030303153643
ACCESSION NUMBER:		0001144204-03-000839
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20030228
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20030303

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			DATA SYSTEMS & SOFTWARE INC
		CENTRAL INDEX KEY:			0000880984
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-COMPUTER PROGRAMMING SERVICES [7371]
		IRS NUMBER:				222786081
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-19771
		FILM NUMBER:		03589327

	BUSINESS ADDRESS:	
		STREET 1:		200 RTE 17
		CITY:			MAHWAH
		STATE:			NJ
		ZIP:			07430
		BUSINESS PHONE:		2015292026

	MAIL ADDRESS:	
		STREET 1:		200 ROUTE 17
		CITY:			MAHWAH
		STATE:			NJ
		ZIP:			07430

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	DEFENSE SOFTWARE & SYSTEMS INC
		DATE OF NAME CHANGE:	19930328
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>doc1.txt
<TEXT>

<PAGE>

===============================================================================

                                  UNITED STATES
                       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) FEBRUARY 28, 2003


                          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
                                                            --------------



===============================================================================


<PAGE>


Item 5.    Other Events and Regulation FD Disclosure.
           -----------------------------------------

     On  February  28,  2003,  our  subsidiary,  Comverge  Technologies,   Inc.,
announced  that it has reached an  agreement  in  principle  with a syndicate of
prominent  venture capital firms to raise an aggregate of $13 million in venture
capital funding. The press release of Comverge  Technologies,  Inc.,  announcing
this agreement is attached as Exhibit 99.1.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
        ------------------------------------------------------------------

   (c)  Exhibits

        Exhibit 99.1 - Press release of Comverge Technologies, Inc., dated
        February 28, 2003.



                                       2
<PAGE>


                                   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.


                                    DATA SYSTEMS & SOFTWARE INC.



Date:  March 3, 2003                BY:          /s/ Sheldon Krause
                                       ----------------------------------------
                                                 Sheldon Krause
                                                 Secretary


                                      3
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>doc2.txt
<TEXT>
<PAGE>
                                                                  EXHIBIT 99.1


            COMVERGE TO RAISE $13 MILLION IN PRIVATE EQUITY FINANCING

FLORHAM  PARK,  N.J.,  FEBRUARY  28,  2003  -  Comverge  Technologies,  Inc.,  a
subsidiary of Data Systems & Software,  Inc. (NASDAQ: DSSI) ("DSSI"),  announced
today it has reached an  agreement  in  principle  with a syndicate of prominent
venture  capital  firms to raise an aggregate of $13 million in venture  capital
funding.

The syndicate of leading  venture  capital firms will invest $10 million through
the purchase of Comverge Series A preferred  stock and DSSI will  participate by
purchasing $3 million of Series A preferred.  Proceeds from the offering will be
used  to  finance  Comverge's  internal  growth  opportunities,   including  the
installation of a major Virtual Peaking Capacity(TM) system for a large electric
utility under a contract which is currently being finalized.

It is  anticipated  that the sale of the Series A preferred will be completed in
March  2003.  The  sale  is  conditioned  on the  completion  of due  diligence,
definitive legal documentation,  certain corporate approvals and the fulfillment
of certain other conditions.

Robert M. Chiste,  Chief  Executive  Officer of Comverge,  stated,  "Comverge is
pleased to have reached an agreement in principle with our investing group which
is led by a premier venture capital firm and includes a syndicate of other major
U.S. and European  energy-focused  venture capital firms.  Their  investment and
their  combined  strengths  in the energy  market will  provide us with both the
financial resources and the strategic opportunities Comverge needs to accelerate
the growth of our business in the End-to-End Energy Intelligence(TM) markets. "

THE  SECURITIES TO BE ISSUED TO THE  INVESTORS  IDENTIFIED IN THIS PRESS RELEASE
WILL NOT BE AND HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES ACT OF 1933, OR
APPLICABLE STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, SUCH SECURITIES MAY
NOT BE SOLD IN THE UNITED STATES ABSENT A REGISTRATION  UNDER THE SECURITIES ACT
OF 1933  AND  APPLICABLE  STATE  SECURITIES  LAWS,  OR AN  EXEMPTION  FROM  SUCH
REGISTRATION. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES
NOR A SOLICITATION OF AN OFFER TO BUY SECURITIES.

ABOUT COMVERGE TECHNOLOGIES, INC.

Comverge Technologies, Inc., The Power in Power Technology(TM) has more than 500
customers in 15  countries  around the globe.  Comverge  has  offices,  research
facilities,  representatives  and agents  located in Florham  Park,  New Jersey,
Atlanta,   Georgia  and  Tel  Aviv,  Israel.  The  Company's  End-to-End  Energy
Intelligence(TM)  software  suite,  PowerCAMP(TM),  combined  with  field-proven
hardware  development and manufacturing  expertise,  enable scalable information
infrastructures-custom-designed  to meet the needs of today's  innovative energy
suppliers.  Comverge  Technologies  Group  provides  integrated,   full-spectrum
solutions for direct or voluntary load control  programs,  remote meter reading,
price-responsive   programs,   time-of-use   billing,   distributed   generation
monitoring, theft/outage detection and more. Comverge Enterprises Group provides


                                       4
<PAGE>

innovative  business  solutions  including owned and operated  systems,  Virtual
Peaking   Capacity(TM),   and  joint  ventures.   For  more  information   visit
www.comverge.com.
- -----------------


ABOUT DATA SYSTEMS & SOFTWARE INC.

Data  Systems  &  Software  Inc.  is  a  provider  of  software  consulting  and
development  services,  and is an  authorized  direct  seller  and  value  added
reseller of computer hardware. Through its Comverge Technologies subsidiary, the
Company  provides  energy   intelligence   solutions  to  utilities.   For  more
information visit www.dssiinc.com or www.nfnonline.com/dssi.


THIS PRESS RELEASE  INCLUDES  FORWARD-LOOKING  STATEMENTS,  WHICH ARE SUBJECT TO
RISKS  AND  UNCERTAINTIES,   INCLUDING  RISKS  ASSOCIATED  WITH  (I)  SUCCESSFUL
COMPLETION OF THE PRIVATE  EQUITY  FINANCING  TRANSACTION ON  SUBSTANTIALLY  THE
TERMS DESCRIBED IN THE RELEASE, , (II) EXECUTION OF DEFINITIVE DOCUMENTATION FOR
THE  CONTRACT  FOR THE  VIRTUAL  PEAKING  CAPACITY  SYSTEM  REFERRED  TO IN THIS
RELEASE,  (III)  CONDITIONS  IN THE MARKET FOR  ENERGY  INTELLIGENCE  SOLUTIONS,
INCLUDING THE PACE AND CONSEQUENCES OF DEREGULATION AND COMPETITION AND (IV) THE
POSSIBLE  NEED FOR  COMVERGE TO RAISE  ADDITIONAL  CAPITAL IN THE FUTURE,  WHICH
FUNDING MAY NOT BE AVAILABLE ON A TIMELY BASIS OR ON  REASONABLE  TERMS.  ACTUAL
RESULTS  MAY VARY FROM  THOSE  PROJECTED  OR IMPLIED  BY SUCH  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 WITH THE  SECURITIES  AND  EXCHANGE
COMMISSION.

For more information, contact:

At DSSI, George Morgenstern, CEO, (201) 529-2026, ir@dssiinc.com.
                                                  --------------

At  Comverge,  Sky  Filippi,  Director  of  Marketing,   (973)  360-2220,  x267,
filippi@comverge.com.
- ----------------------

At National Financial Network, Gary Geraci,  Investor Relations,  (781) 444-6100
x629 or (800) 343-4874, garyg@nfnonline.com
                        -------------------

                                       5
<PAGE>

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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