================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 ON FORM 10-Q/A TO FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2004 COMMISSION FILE NUMBER 0-19771 --------------------------------------------------------------------------- DATA SYSTEMS & SOFTWARE INC. (Exact name of registrant as specified in charter) -------------------------------------------------- Delaware 22-2786081 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 200 Route 17, Mahwah, New Jersey 07430 Address of principal executive offices) (Zip code) (201) 529-2026 Registrant's telephone number, including area code -------------------------------------------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. |X| Yes |_| No Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). | | Yes | X | No Number of shares outstanding of the registrant's common stock, as of August 10, 2003: 7,921,691 Explanatory Note This Amendment No. 1 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004 is being filed to include as Exhibits 31(a) and 31(b) thereto, certifications of the Chief Executive Officer and Chief Financial Officer which comply with the form of certification required by Rule 13a-14(a). PART II - Other information Item 6: Exhibits and Reports on Form 8-K (a) Exhibits 31(a) Rule 13a-14(a) Certification by Chief Executive Officer 31(b) Rule 13a-14(a) Certification by Chief Financial Officer 32(a) Section 1350 Certification by Chief Executive Officer * 32(b) Section 1350 Certification by Chief Financial Officer * ----------------- * Previously filed. A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. (b) Reports on Form 8-K (i) Report on Form 8-K, filed on April 5, 2004 (earliest event reported March 31, 2004): Item 5 was reported. (ii) Report on Form 8-K, filed on April 19, 2004 (earliest event reported April 19, 2004): Item 5 was reported. (iii) Report on Form 8-K, filed on May 17, 2004 (earliest event reported May 17, 2004): Item 12 was reported. (iv) Report on Form 8-K, filed on May 27, 2004 (earliest event reported May 25, 2004): Item 5 was reported. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused Amendment No. 1 to be signed on its behalf by its Principal Financial Officer thereunto duly authorized. DATA SYSTEMS & SOFTWARE INC. Dated: August 10, 2004 By: /s/ YACOV KAUFMAN -------------------------------------- Yacov Kaufman Vice President and Chief Financial Officer