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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.
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EXHIBIT 99.1
QUEST SOFTWARE TO ACQUIRE MBR TECHNOLOGIES
ACQUISITION BROADENS SCOPE OF QUEST'S CHANGE MANAGEMENT SUITE
FOR PEOPLESOFT AND OTHER APPLICATION ENVIRONMENTS
IRVINE, Calif., November 3, 1999 - Quest Software, Inc., (Nasdaq: QSFT) today
announced it has signed a definitive agreement to acquire MBR Technologies,
Inc., an emerging leader of change management and version control software
solutions, for $11.5 million in stock and cash. The MBR acquisition complements
Quest's current change management solutions and provides a powerful and
extensible platform for providing comprehensive change management services for
leading ERP systems.
The acquisition of MBR Technologies expands Quest's existing change management
suite by adding MBR's Stat! product line to manage, control and document the
PeopleSoft upgrade, integration and support processes. Major application
upgrades are complex and time-critical, and most companies are concerned with
maintaining the integrity of their customizations. By combining MBR's technology
with Quest's change management suite, clients will be able to significantly
simplify and reduce the inherent risk of making application and database
changes, as well as safeguarding all application customizations in a permanent
repository.
"This acquisition will allow us to greatly accelerate the acceptance of Stat! in
the marketplace. While Stat! currently provides change management and version
control functionality for PeopleSoft, we are very excited about joining forces
with Quest to expand its capabilities to other markets" said John Rocha, CEO,
MBR Technologies, Inc.
"MBR Technologies has developed a rigorous version control and change management
solution for PeopleSoft Applications that complements our own offerings for
database change management very well," said Vinny Smith, chairman and CEO of
Quest Software, Inc. "The combined solution will speed the deployment and
maintenance of PeopleSoft applications and increase development productivity for
PeopleSoft customers. We see the PeopleSoft change management product as being
the first in a series of robust ERP change management offerings from Quest."
Stat! is a turnkey product platform for core workflow and business process
automation. It includes change management, helpdesk, employee service center,
and version control solutions. Stat!'s change management and version control
modules are specifically designed to support packaged software applications.
Designed to drastically reducing the cost and risks associated with changing
complex applications, Stat! provides greater system control and stability,
particularly today in PeopleSoft environments. Stat! also includes the ability
to roll-back or undo changes to any part of an application if a change does not
perform as expected.
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"MBR has always provided an excellent product as well as support," notes
Michelle Schatzman, VP PeopleSoft Outsourcing Practice for reSOURCE PARTNER,
Inc. "As a Certified PeopleSoft Outsourcing Partner, MBR's STAT! has been
instrumental in enabling us to build and maintain a solid infrastructure in
support of our client base. We view this acquisition as a positive step forward
as we grow our business relationship."
Under the terms of the acquisition agreement, Quest will issue up to $10 million
of its common stock and $1.5 million of cash (subject to reduction for certain
transaction-related and other expenses) for all outstanding MBR 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 late November.
Quest Software provides application and information availability software
solutions that enhance the performance and reliability of an organization's
e-business, enterprise and custom applications and enable the delivery of
information across the entire enterprise. Quest Software is headquartered in
Irvine, Calif. 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.
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.
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