----------------------------------------------------------------------------- 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): January 14, 2004 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 ------------------------------------------------------------------------------ 2 Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT On January 14, 2004, the Registrant engaged Kesselman & Kesselman, a member of PricewaterhouseCoopers International Limited ("Kesselman"), as the Registrant's independent auditors for the fiscal year ended December 31, 2003. Kesselman has also been engaged to review the Registrant's interim financial statements contained in the Registrant's quarterly report on Form 10-Q for the quarter ended September 30, 2003, which was filed on November 14, 2003 without an independent auditor review, subsequent to the resignation of the Registrant's former independent auditors on October 9, 2003. During the Registrant's two most recent fiscal years, and the interim period prior to the engagement of Kesselman, neither the Registrant nor anyone acting on behalf of the Registrant consulted Kesselman with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Registrant's financial statements, or on any other matter that was either the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K and the related instructions thereto) or a reportable event (as defined in paragraph (a)(1)(v) of Item 304 of Regulation S-K). 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 January 15, 2004. DATA SYSTEMS & SOFTWARE INC. BY: /s/ Yacov Kaufman --------------------- Yacov Kaufman Vice President and Chief Financial Officer