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) March 21, 2005
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
(Former name or former address, if changed since last report.)
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-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | 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.
Settlement Agreement
On March 21, 2005, Quest Software, Inc. entered into a Settlement Agreement with Computer Associates International, Inc. (“CA”), Michael J. Friel, an employee of Quest Software (“Friel”), and former Quest Software employees Robert M. Mackowiak, Elizabeth W. Wahlgren, Frank L. Bisotti, and Debra A. Jenson. The Settlement Agreement relates to a lawsuit filed by CA alleging that Quest Software used CA proprietary information and infringed CA intellectual property rights in the development of database administration products. The agreement also resolves Quest Software’s counterclaims challenging the validity of certain CA copyrights. As part of the settlement, Quest Software agreed to pay CA $16 million plus royalties under a non-exclusive licensing agreement. Under the agreement, Quest and CA make no admission regarding fault or liability.
The settlement also dissolves the preliminary injunction prohibiting Quest from marketing or licensing the Quest Central for DB2 line of Quest’s database management products and further releases Quest and Quest’s customers using Quest Central for DB2 from any and all claims regarding possession or use of CA’s Enterprise DBA and proprietary information.
A copy of the joint press release announcing this Settlement Agreement is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.
Executive Bonuses
On March 22, 2005, Quest Software determined the cash bonuses to be paid in the amounts and to the executive officers indicated below. The bonuses were granted in recognition of the efforts and services provided by these executive officers on behalf of Quest Software in 2004.
NAME AND POSITION | YEAR | BONUS PAID | TARGET BONUS | |||||
Vincent C. Smith Chairman of the Board and Chief Executive Officer | 2004 | $ | 200,000 | $ | 200,000 | |||
Douglas F. Garn President (1) | 2004 | 125,000 | 125,000 | |||||
M. Brinkley Morse Vice President, Finance and Operations and Chief Financial Officer | 2004 | 50,000 | 50,000 |
(1) | During 2004, Mr. Garn was Vice President, Worldwide Sales. |
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
99.1 | Joint press release issued by Computer Associates International, Inc. and Quest Software, Inc. on March 24, 2005. |
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: March 25, 2005 | ||||
By: | /s/ J. Michael Vaughn | |||
J. Michael Vaughn | ||||
General Counsel and Secretary |
EXHIBIT INDEX
Exhibit Number | Exhibit Title or Description | |
99.1 | Joint press release issued by Computer Associates International, Inc. and Quest Software, Inc. on March 24, 2005. |