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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) NOVEMBER 2, 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
of 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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610 NEWPORT CENTER DRIVE, NEWPORT BEACH, CA 92660
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS
On November 2, 1999, Quest Software, Inc. ("Quest") entered into an
Agreement and Plan of Merger (the "Merger Agreement") by and among Quest, Quest
Acquisition Corporation ("Sub"), MBR Technologies, Inc., a California
corporation ("MBR"), John Rocha, Joseph F. Brusatto, Michael Q. Mai and Vicente
Perez de Tudela (collectively, the "Shareholders"). Under the Merger Agreement,
Sub will be merged with and into MBR, with MBR as the surviving corporation in
the merger. MBR will thereby become a wholly-owned subsidiary of Quest. The
merger is to be effected through the issuance of an aggregate of $10 million of
shares of Quest Common Stock and $1.5 million in cash (subject to reduction for
certain transaction and other expenses) in exchange for all of the outstanding
capital stock of MBR. The per share price for purposes of determing the number
of shares of Quest Common Stock that will be issued in the merger will be based
on the average of the closing prices of the Quest Common Stock on the Nasdaq
National Market for the five trading days ending one day prior to the closing
date of the merger. The amount of such consideration was determined based upon
arm's-length negotiations between Quest and MBR. The consummation of the merger
is subject to the satisfaction of certain conditions.
A copy of the press release announcing the merger agreement with MBR is
attached hereto as Exhibit 99.1 and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The following document is filed as an exhibit to this report:
(c) Exhibits
99.1 -- Press Release dated November 3, 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: November 17, 1999 By: /s/ John J. Laskey
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John J. Laskey,
Chief Financial Officer
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EXHIBIT INDEX
The following document is filed as an exhibit to this report:
Exhibits
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99.1 -- Press Release dated November 3, 1999.