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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) JANUARY 7, 2000
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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 January 21, 2000,
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.
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(a) Financial Statements of Business Acquired. Foglight Software, Inc.
Independent Auditors' Report (Deloitte & Touche, LLP)
(Exhibit 99.1) 1
Balance Sheet as of December 31, 1999 (Exhibit 99.1) 2
Statement of Operations for the year ended December 31,
1999 (Exhibit 99.1) 3
Statement of Capital Deficiency for the year ended December 31,
1999 (Exhibit 99.1) 4
Statement of Cash Flows for the year ended December 31,
1999 (Exhibit 99.1) 5
Notes to Financial Statements (Exhibit 99.1) 6
(b) Pro Forma Financial Information. Quest Software, Inc., MBR
Technologies, Inc. and Foglight Software, Inc. (on a
consolidated basis)
Unaudited Pro Forma Information 16
Unaudited Pro Forma Balance Sheet as of December 31, 1999
(Exhibit 99.2) 17
Unaudited Pro Forma Statement of Operations for the Year
Ended December 31, 1999 (Exhibit 99.2) 18
Notes to the Unaudited Pro Forma Condensed Financial Statements
(Exhibit 99.2) 19
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(c) Exhibits.
* Agreement and Plan of Merger dated as of November 10, 1999 by and
among Quest Software, Inc., Quest Acquisition Corporation II,
Inc., and Foglight Software, Inc., as amended by that certain
Amendment No. 1 to Agreement and Plan of Merger dated as of
December 7, 1999 (Exhibit 2.1)
Consent of Deloitte & Touche, LLP (Exhibit 23.1).
* Incorporated by reference to the same Exhibit number of the
Company's Current Report on Form 8-K dated January 7, 2000.
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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 23, 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 10,
1999 by and among Quest Software, Inc., Quest Acquisition
Corporation, II, Inc., and Foglight Software, Inc., as
amended by that certain Amendment No. 1 to Agreement and
Plan of Merger dated as of December 7, 1999
23.1 Independent Auditors' Consent
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 January 7, 2000.