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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 10, 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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(Former name or former address, if changed since last report.)
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ITEM 5 OTHER EVENTS
On November 10, 1999, Quest Software, Inc. ("Quest") entered into an
Agreement and Plan of Merger (the "Merger Agreement") with Quest Acquisition
Corporation II, Inc. ("Sub"), and Foglight Software, Inc., a Delaware
corporation ("Foglight"). Pursuant to the terms of Merger Agreement, Sub will be
merged with and into Foglight, with Foglight as the surviving corporation in the
merger. Foglight will thereby become a wholly-owned subsidiary of Quest. The
merger is to be effected through the issuance of up to an aggregate of 1,400,000
shares of Quest common stock in exchange for all of the outstanding capital
stock of Foglight. The per share price for purposes of determining 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 ten 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 Foglight. The consummation of the
merger is subject to the satisfaction of certain conditions.
A copy of the press release announcing the merger agreement with
Foglight is also attached hereto as Exhibit 99.1 and incorporated herein by
reference.
ITEM 7 FINANCIAL STATEMENTS AND EXHIBITS
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(c) Exhibits The following document is filed as an exhibit to this
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99.1 Press Release dated November 11, 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 24, 1999 By: /s/ John J. Laskey
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John J. Laskey,
Chief Financial Officer
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EXHIBIT INDEX
Exhibits The following document is filed as an exhibit to this report:
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99.1 Press Release dated November 11, 1999.
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