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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): SEPTEMBER 11, 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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AMENDMENT NO. 1 TO FORM 8-K DATED SEPTEMBER 11, 2000
Quest Software, Inc. hereby amends Item 7 of its Current Report on Form
8-K dated September 11, 2000, which was originally filed with the U.S.
Securities and Exchange Commission on September 26, 2000, to include the
historical financial statements of FastLane Technologies Inc. ("FastLane") and
pro forma financial information required by paragraphs (a) and (b) of Item 7 of
Form 8-K:
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired:
The following financial statements of FastLane are filed as a part of
this report as Exhibit 99.2:
Auditors' Report of Deloitte & Touche LLP (Canada), Chartered
Accountants
Consolidated Statements of Loss and Deficit for the years ended
December 31, 1998 and 1999
Consolidated Statements of Cash Flows for the years ended December 31,
1998 and 1999
Consolidated Balance Sheets as of December 31, 1998 and 1999
Notes to the Consolidated Financial Statements as of and for the years
ended December 31, 1998 and 1999
Consolidated Statements of Loss and Deficit for the six-month periods
ended June 30, 1999 and 2000 (unaudited)
Consolidated Statements of Cash Flows for the six-month periods ended
June 30, 1999 and 2000 (unaudited)
Consolidated Balance Sheets as of December 31, 1999 and June 30, 2000
(unaudited)
Notes to Unaudited Consolidated Financial Statements as of December 31,
1999 and June 30, 2000 and for the six-month periods ended June 30,
1999 and 2000
(b) Pro Forma Financial Information:
The following pro forma financial information is filed as a part of
this report as Exhibit 99.3:
Unaudited Pro Forma Consolidated Statements of Operations of Quest
Software, Inc. for the year ended December 31, 1999 and for the
six-month period ended June 30, 2000 and Unaudited Pro Forma
Consolidated Balance Sheet as of June 30, 2000, together with an
introduction thereof and notes thereto.
(c) Exhibits
The following exhibits are filed with this Report:
99.1 Acquisition Agreement, dated as of June 28, 2000, by and among
Quest Software, the Purchaser, FastLane Technologies Inc. and
certain key shareholders of FastLane Technologies Inc., as
amended by an Amending Agreement dated as of August 4, 2000*
99.2 Historical Consolidated Financial Statements of FastLane
Technologies Inc.
99.3 Unaudited Pro Forma Financial Information
99.4 Consent of Deloitte & Touche LLP Chartered Accountants
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* Previously filed
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to report to be signed on its behalf
by the undersigned thereunto duly authorized.
QUEST SOFTWARE, INC.
Date: October 6, 2000 By: /s/ John J. Laskey
--------------------------------
John J. Laskey,
Vice President, Finance and
Chief Financial Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description Page No.
------ ----------- --------
<C> <S> <C>
99.1 Acquisition Agreement, dated as of June 28, 2000, by and among
Quest Software, the Purchaser, FastLane Technologies Inc.
and certain key shareholders of FastLane Technologies Inc.,
as amended by an Amending Agreement dated as of August 4, 2000*
99.2 Historical Consolidated Financial Statements of FastLane
Technologies Inc.
99.3 Unaudited Pro Forma Financial Information
99.4 Consent of Deloitte & Touche LLP Chartered Accountants
</TABLE>
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* Previously filed
