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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) DECEMBER 17, 1999
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QUEST SOFTWARE, INC.
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(Exact name of registrant as specified in charter)
CALIFORNIA 333-80543 33-0231678
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(State or other jurisdiction (Commission (IRS Employer
or incorporation) File Number) (Identification No.)
8001 IRVINE CENTER DRIVE, IRVINE, CALIFORNIA 92618
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (949) 754-8000
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N/A
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(Former name or former address, if changed since last report)
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AMENDMENT
The undersigned Registrant hereby amends the following items, financial
statements, exhibits or other portions of its Current Report on Form 8-K,
originally filed with the Securities Exchange Commission on December 29, 1999,
as set forth in the pages attached hereto:
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS:
The following financial statements and pro forma financial information
are filed as a part of this report.
Page
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(a) Financial Statements of Business Acquired. MBR Technologies, Inc.
Report of Independent Accountants (Swenson Advisors, LLP)
(Exhibit 99.1) 1
Statement of Operations for the period April 23, 1998 (inception)
to March 31, 1999 (Exhibit 99.1) 3
Statements of Stockholders' Equity (Deficiency) for the period
April 23, 1998 (inception) to March 31, 1999 (Exhibit 99.1) 4
Statements of Cash Flows for the period April 23, 1998 (inception)
to March 31, 1999 (Exhibit 99.1) 5
Notes to Financial Statements (Exhibit 99.1) 6
(b) Pro Forma Financial Information. Quest Software, Inc. and MBR
Technologies, Inc. (on a consolidated basis) 9
Notes to the Unaudited Pro Forma Condensed Financial Statements
(Exhibit 99.2) 9
Unaudited Pro Forma Condensed Statement of Operations for the Year
Ended December 31, 1999 (Exhibit 99.2) 10
Unaudited Pro Forma Condensed Statement of Operations for the Year
Ended December 31, 1998 (Exhibit 99.2) 11
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(c) Exhibits.
* Agreement and Plan of Merger dated as of November 2, 1999 by and
among Quest Software, Inc., Quest Merger Corporation, MBR
Technologies, Inc., John Rocha, Joseph F. Brusatto, Michael Q.
Mai and Vicente Perez de Tudela, as amended by that certain First
Amendment to Agreement and Plan of Merger dated as of December 6,
1999 (Exhibit 2.1)
Consent of Swenson Advisors, LLP (Exhibit 23.1).
* Incorporated by reference to the same Exhibit number of the
Company's Current Report on Form 8-K dated December 17, 1999.
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SIGNATURE
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 thereunto duly authorized.
Quest Software, Inc.
Date: February 17, 2000 By: /s/ JOHN J. LASKEY
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John J. Laskey
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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2.1* Agreement and Plan of Merger dated as of November 2,
1999 by and among Quest Software, Inc., Quest Merger
Corporation, MBR Technologies, Inc., John Rocha, Joseph
F. Brusatto, Michael Q. Mai and Vicente Perez de Tudela,
as amended by that certain First Amendment to Agreement
and Plan of Merger dated as of December 6, 1999
23.1 Consent of Independent Accountants
99.1 Financial Statements of Business Acquired
99.2 Pro Forma Financial Information
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* Incorporated by reference to the same Exhibit number of the Company's Current
Report on Form 8-K dated December 17, 1999.