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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
<TABLE>
<CAPTION>
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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NEWS
For Immediate Release
[QUEST SOFTWARE LOGO]
Editorial contact: Nicole Makos
Quest Software, Inc.
949.754.8536
[email protected]
QUEST SOFTWARE, INC. TO ACQUIRE FOGLIGHT SOFTWARE
Acquisition of E-business Availability Leader Strengthens Quest's
Availability and Performance Management Solutions
IRVINE, Calif., November 11, 1999 - Quest Software, Inc., (Nasdaq: QSFT) today
announced it has signed a definitive agreement to acquire Foglight Software, a
leading provider of enterprise e-business application availability solutions,
for 1.3 million shares of common stock. The Foglight acquisition significantly
enhances and broadens Quest's existing solutions and provides an architecture to
further expand its offerings for mission-critical e-business and enterprise
applications.
Foglight Software, based in Pleasanton, California, develops and markets the
Real-Time Application Performance System (RAPS). RAPS is an advanced e-business
and enterprise application analysis and monitoring solution designed to help IT
organizations maintain high performance and provide continuous access to
mission-critical enterprise business systems. RAPS monitors applications from
end-to-end and is designed to ensure they are performing as required, alerting
system managers to actual or potential problems, and allowing them to identify
and automatically correct their causes before end users are affected.
Foglight Software has a number of prominent e-business customers, including
Cisco Systems, Discover Brokerage, eBay, iVillage, Sun Microsystems, and Wells
Fargo Internet Banking.
-more-
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Quest to Acquire Foglight Software 2-2-2
"We believe that Foglight Software's RAPS uniquely addresses a critical need
within an organization for proactive management of today's rapidly expanding
e-business and e-commerce environments," said Vincent C. Smith, chairman and
chief executive officer of Quest Software. "Our acquisition of Foglight Software
and their RAPS technology will expand Quest's production support suite to
include a fully integrated e-business monitoring and management solution. As
with all of our products, RAPS is designed to deliver immediate value to our
customers."
The power of the RAPS solution lies in its ability to monitor an application's
many critical components, including Web and database servers, operating systems,
network infrastructure, and end-user response time experiences. By correlating
the information retrieved from these various sources, RAPS is designed to
provide a complete view of the application framework and can immediately
pinpoint, diagnose and resolve problems that would otherwise be difficult to
solve. RAPS can either automatically and proactively correct problems, or it can
notify operations staff to take corrective action. Coupled with its repository
of detailed historical information, RAPS is able to help analyze and solve
problems even if the issues are transitory or difficult to reproduce.
"Quest Software and Foglight Software share an understanding of the key issues
and requirements for ensuring availability and optimal performance from
e-business and enterprise applications," said Gal Bar-or, co-founder and chief
technology officer of Foglight Software. "Quest is a known leader in the
application availability market. The combination of Quest's and Foglight's
products will be an even more compelling offering for organizations that require
24x7 availability and high performance from their application and e-business
systems."
RAPS is a Java-based solution that uses lightweight distributed software agents
to collect data from all hardware and software layers affecting e-business
application processing. The collected data is sent to the RAPS Server, where it
is correlated and analyzed by a rules-based engine. RAPS monitors an
application's operating conditions and automatically issues proactive alerts in
the event of developing problems, allowing system managers to identify and
correct the problems before end users are impacted. RAPS supports Windows NT and
popular UNIX platforms.
-more-
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Quest to Acquire Foglight Software 3-3-3
Under the terms of the acquisition agreement, Quest will issue 1.3 million
shares of its common stock (subject to adjustment and reduction for certain
transaction-related and other expenses) for all outstanding Foglight shares,
options and warrants. The acquisition will be accounted for as a purchase. The
acquisition, which is subject to certain conditions, is expected to be completed
in December 1999.
Quest Software provides application and information availability software
solutions that enhance the performance and reliability of an organization's
e-business, enterprise and customer applications and enable the delivery of
information across the entire enterprise. Quest Software is headquartered in
Irvine, CA and has locations in Atlanta, Boston, Chicago, Dallas, New York, San
Francisco, Washington D.C., Germany, the United Kingdom, Canada, Israel and
Australia. Visit www.quest.com for information about Quest Software products and
events.
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SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995:
This release may contain forward-looking statements based on our current
expectations, estimates and projections about our industry, management's
beliefs, and certain assumptions made by us. Words such as "anticipates,"
"expects," "believes," "may," "will" and similar expressions are intended to
identify forward-looking statements. These statements are not guarantees of
future performance and are subject to certain risks, uncertainties and
assumptions that are difficult to predict. Therefore, our actual results could
differ materially and adversely from those expressed in any forward-looking
statements as a result of various factors.
Important factors that may cause such a difference for Quest Software include,
but are not limited to, variations in the size and timing of customer orders;
dependence on Oracle's technologies; vulnerability to direct competition with
Oracle; strains placed on the Company as a result of past and future growth;
significant increases in operating expenses in the foreseeable future;
disruptions caused by acquisitions of companies and/or technologies; the
exposure to risk from our international operations; unanticipated year 2000
issues; the difficulty in predicting the buying patterns of customers because of
year 2000 issues; and the need to attract and retain qualified personnel.
Our recent filing on Form S-1 and forthcoming Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q, and other Securities and Exchange Commission
filings discuss some of the important risk factors that may affect our business,
results of operations and financial condition. We undertake no obligation to
revise or update publicly any forward-looking statements for any reason.
