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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) 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
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 January 7, 2000, Quest Software, Inc. ("Quest") acquired all of the
outstanding shares of Foglight Software, Inc. ("Foglight"), a Delaware
corporation (the "Acquisition"). The Acquisition was consummated pursuant to an
Agreement and Plan of Merger by and among Quest, Quest Acquisition Corporation
II, Inc., a Delaware corporation and the wholly-owned subsidiary of Quest
("Sub"), and Foglight, dated as of November 10, 1999, as amended by that certain
Amendment No. 1 to Agreement and Plan of Merger dated as of December 7, 1999 (as
amended, the "Merger Agreement"). Under the Merger Agreement, Sub was merged
with and into Foglight, and Foglight was the surviving corporation in the merger
and became a wholly-owned subsidiary of Quest. Quest issued an aggregate of
1,187,719 shares of common stock, and paid $11,568.33 in cash, net of reductions
for certain liabilities, in exchange for all of the outstanding stock and
options of Foglight.
118,772 shares of the total number of shares of Quest common stock
issued to the former Foglight stockholders (the "Escrow Shares") were placed in
a nine-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 Foglight 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 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.
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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: January 19, 2000 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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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.