UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
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 17, 2004
QUEST SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
California | 000-26937 | 33-0231678 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
8001 Irvine Center Drive, Irvine, California | 92618 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (949) 754-8000
Not Applicable
(Former name or former address, if changed since last report.)
AMENDMENT NO. 1 TO FORM 8-K DATED APRIL 1, 2004
On April 1, 2004, Quest Software, Inc. (“Quest”) filed a Current Report on Form 8-K to report its acquisition of Aelita Software Corporation (“Aelita”) on March 17, 2004. This amended Current Report on Form 8-K amends Item 7 of the previously filed report to provide the financial statements and pro forma financial information required under Items 7(a) and 7(b) of Form 8-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) | Financial Statements of Business Acquired |
The following audited consolidated financial statements of Aelita are included as Exhibit 99.1 in this amended Current Report:
Independent Auditors’ Report
Consolidated Balance Sheet as of December 31, 2003
Consolidated Statement of Operations for the Year Ended December 31, 2003
Consolidated Statement of Shareholders’ Deficiency for the Year Ended December 31, 2003
Consolidated Statement of Cash Flows for the Year Ended December 31, 2003
Notes to Consolidated Financial Statements
(b) | Pro Forma Financial Information |
The following unaudited combined pro forma financial statements of Quest, giving effect to the acquisition of Aelita, are included as Exhibit 99.2 in this amended Current Report:
Unaudited Pro Forma Combined Balance Sheet as of December 31, 2003
Unaudited Pro Forma Combined Statement of Operations for the Year Ended December 31, 2003
Notes to Unaudited Pro Forma Combined Financial Statements
(c) | Exhibits |
2.1 | Agreement and Plan of Merger, dated as of January 28, 2004, by and among Quest Software, Inc., Answer Acquisition Corp., Aelita Software Corporation, certain stockholders of Aelita and Insight Venture Partners, LLC, as Stockholders’ Representative (1) |
23.1 | Independent Auditors’ Consent (2) |
99.1 | Audited consolidated financial statements of Aelita as of and for the year ended December 31, 2003 and Independent Auditors’ Report (2) |
99.2 | Unaudited pro forma combined financial statements giving effect to Quest’s acquisition of Aelita (2) |
(1) | Previously filed |
(2) | Filed herewith |
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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.
QUEST SOFTWARE, INC. | ||||
Date: May28, 2004 | By: | /s/ M. BRINKLEY MORSE | ||
M. Brinkley Morse, | ||||
Vice President, Finance and Operations | ||||
and Chief Financial Officer |
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EXHIBIT INDEX
Exhibit Number | Description of Document | |
2.1 | Agreement and Plan of Merger, dated as of January 28, 2004, by and among Quest Software, Inc., Answer Acquisition Corp., Aelita Software Corporation, certain stockholders of Aelita and Insight Venture Partners, LLC, as Stockholders’ Representative (1) | |
23.1 | Independent Auditors’ Consent (2) | |
99.1 | Audited consolidated financial statements of Aelita as of and for the year ended December 31, 2003 and Independent Auditors’ Report (2) | |
99.2 | Unaudited pro forma combined financial statements giving effect to Quest’s acquisition of Aelita (2) |
(1) | Previously filed |
(2) | Filed herewith |
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