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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) 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
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 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 17, 1999, Quest Software, Inc. ("Quest") acquired all of
the outstanding shares of MBR Technologies, Inc. ("MBR"), a California
corporation (the "Acquisition"). The Acquisition was consummated pursuant to an
Agreement and Plan of Merger by and among Quest, Quest Merger Corporation
("Sub"), a Delaware corporation and wholly-owned subsidiary of Quest, MBR and
John Rocha, Joseph F. Brusatto, Michael Q. Mai, and Vicente Perez de Tudela
(collectively, the "Shareholders"), dated as of November 2, 1999, as amended by
that certain First Amendment to Agreement and Plan of Merger dated as of
December 6, 1999 (as amended, the "Merger Agreement"). Under the Merger
Agreement, Sub was merged with and into MBR, and MBR was the surviving
corporation in the merger and became a wholly-owned subsidiary of Quest. Quest
issued an aggregate of 93,471 shares of common stock, and paid $1,313,852 in
cash, net of reductions for certain liabilities, in exchange for all of the
outstanding stock and options of MBR.
8,546 shares of the total number of shares of Quest common stock issued
to the Shareholders (the "Escrow Shares") were placed in a 12-month escrow
account as security for the indemnification obligations set forth in the Merger
Agreement. In general, pursuant to the Merger Agreement and the related escrow
agreement, Quest may recover from the escrow for any loses, expenses,
liabilities or other damages due to a breach of any representation, warranty,
covenant or agreement of MBR or any Shareholder in the Merger Agreement and for
certain other enumerated items.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired
Pursuant to Item 7 of Form 8-K, the financial information required by
Item 7(a) will be filed by Amendment within 60 days of the date of this
filing.
(b) Pro Forma Financial Information
Pursuant to Item 7 of Form 8-K, the financial information required by
Item 7(b) will be filed by Amendment within 60 days of the date of this
filing.
(c) Exhibits
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.
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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: December 29, 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:
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.
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