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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): JUNE 28, 2000
QUEST SOFTWARE, INC.
(Exact name of registrant as specified in charter)
CALIFORNIA 000-26937 33-0231678
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
8001 IRVINE CENTER DRIVE, IRVINE, CALIFORNIA 92618
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949) 754-8000
NOT APPLICABLE
(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
On June 28, 2000, Quest Software, Inc. ("Quest") announced that it had
entered into an Acquisition Agreement (the "Acquisition Agreement") with
FastLane Technologies Inc., a corporation incorporated under the Canada Business
Corporations Act ("FastLane"), certain shareholders of FastLane and 881229
Alberta Ltd., a corporation incorporated under the laws of the Province of
Alberta and a wholly-owned subsidiary of Quest (the "Purchaser"). FastLane
provides enterprise directory management solutions for corporate networks
including Microsoft Windows NT and Windows 2000 and its principal executive
offices are located in Halifax, Nova Scotia.
Pursuant to the terms of Acquisition Agreement, Purchaser agreed to
offer to purchase all of the issued and outstanding Class A Voting Common Shares
and Class B Non-Voting Common Shares of FastLane (the "FastLane Shares") and all
options to acquire FastLane Shares for the consideration, pursuant to the terms
and subject to the conditions set forth in the Acquisition Agreement (the
"Offer"). The consideration to be offered will be a combination of cash and
stock totalling approximately U.S. $100 million. The amount of such
consideration was determined based upon arm's-length negotiations between Quest
and FastLane.
The Offer, when made, will be conditioned upon, among other things,
there being validly deposited under the Offer and not withdrawn prior to the
expiration of the Offer not less than 90% of the outstanding shares of each
class of FastLane Shares on a fully diluted basis, and the satisfaction of the
other conditions described in the Acquisition Agreement.
A copy of the press release issued by Quest announcing the Acquisition
Agreement with FastLane is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
99.1 -- Press Release issued by Quest Software, Inc. on June 29,
2000
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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: July 13, 2000 By: /s/ John J. Laskey
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John J. Laskey,
Vice President, Finance and
Chief Financial Officer
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EXHIBIT INDEX
The following documents are filed as exhibits to this report:
EXHIBIT
NUMBER DESCRIPTION
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99.1 Press Release issued by Quest Software, Inc. on
June 29, 2000
