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)
July 21, 2006
DATA
SYSTEMS & SOFTWARE INC.
(Exact
name of Registrant as Specified in its Charter)
|
Delaware
|
0-19771
|
22-2786081
|
|
(State
or Other Jurisdiction of
Incorporation)
|
(Commission
file
Number)
|
(IRS
Employer 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
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))
Item
1.01 Entry
into a Material Definitive Agreement
On
July
12, 2006, the Board of Directors of Data Systems & Software Inc. (the
“Company”) approved the terms of employment of Michael Barth, who has served as
the Chief Financial Officer and Chief Accounting Officer of both the Company
and
its subsidiary dsIT Solutions Ltd. since November 2005. For the six years prior
to his present position, Mr. Barth served as Deputy Chief Financial Officer
and
Controller of dsIT.
According
to the terms of employment approved by the Board, Mr. Barth will be entitled
to
a salary of $100,000 per annum. The Company also agreed to continue to make
payments to a “manager’s insurance” account to fund severance payments equal to
one month’s salary for each year of service with the Company. The maintenance of
such an account is typical for senior managers of Israeli Companies. In the
event of a voluntary termination of Mr. Barth’s employment by the Company, these
funded amounts plus an additional amount equal to two months salary would be
payable to Mr. Barth. If terminated by the Company without cause, Mr. Barth
will
be entitled to a severance payment equal to 120% of his last month’s salary
multiplied by the number of years of service he has provided to the Company
and
an additional payment equal to six months salary. Any amount in the manager’s
insurance account would be credited against the required payment. Mr. Barth
will
also receive certain other standard benefits provided to Israeli employees
generally.
In
addition to the approval of the terms of Mr. Barth’s employment, the Company
also approved the grant to Mr. Barth of options to purchase 50,000 shares of
the
Company’s Common Stock, par value $.01 per share. The options, to vest over
three years, will be exercisable for five years at an exercise price of $2.65
per share.
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 July 2006.
DATA
SYSTEMS & SOFTWARE, INC.
By: /s/
Sheldon Krause
Name:
Sheldon Krause
Title:
Secretary and General Counsel