SC TO-C

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(RULE 13e-4)

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

QUEST SOFTWARE, INC.

(Name of Subject Company - Issuer and Filing Person - Offeror)

Options to Purchase Common Stock

(Title of Class of Securities)

74834 T 10 3

(CUSIP Number of Class of Securities)

Vincent C. Smith

Chief Executive Officer

Quest Software, Inc.

8001 Irvine Center Drive

Irvine, California 92618

Telephone: (949) 754-8000

(Name, address and telephone number of person authorized to receive notices and

communications on behalf of Filing Person)

Copies to:

J. Michael Vaughn General Counsel and Secretary Quest Software, Inc. 8001 Irvine Center Drive Irvine, California 92618 Telephone: (949) 754-8830 Nancy H. Wojtas, Esq. Cooley Godward LLP Five Palo Alto Square, 3000 El Camino Real Palo Alto, California 94306-2155 Telephone: (650) 843-5000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee*
Not applicable	Not applicable

* No filing fee is required because this filing contains only preliminary communications made before the commencement of a tender offer.

¨ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

Amount Previously Paid:    Not applicable.	Filing Party:    Not applicable.
Form or Registration No.:    Not applicable.	Date Filed:    Not applicable.

x    Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

¨    Third-party tender offer subject to Rule 14d-1.

x    Issuer tender offer subject to Rule 13e-4.

¨    Going-private transaction subject to Rule 13e-3.

¨    Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

This schedule and the attached exhibits (the “Materials”) relate to the announcement by Quest Software, Inc. (“Quest”) of the intention to undertake an exchange offer pursuant to which holders of certain options to purchase shares of Quest’s Common Stock could elect to cancel such options in exchange for the grant of replacement options to purchase shares of Quest Common Stock for each cancelled option (the “Exchange”).

ITEM 12. EXHIBITS.

Exhibit Number	Description
99.1	June 18, 2003 email communication to employees announcing the intent to offer the Exchange.
99.2	Transcript of conversation between Vincent C. Smith, Chairman of the Board and Chief Executive Officer of Quest, and Charles Ramsey, Vice President of Worldwide Marketing of Quest, first broadcast to Quest employees via Quest intranet on June 18, 2003, announcing the intent to offer the Exchange.

EX-99.1

Exhibit 99.1

[Text of email from Vincent C. Smith, Chairman of the Board and Chief Executive Officer, to all employees]

For the past several months, I have been working with the Board of Directors and our management team to address the large number of employee stock options that are underwater. I am pleased to announce that Quest Software plans to offer a “six month and a day” stock option repricing program that allows employees with underwater stock options to exchange those options for new options that will be issued six months later.

As with other companies that have implemented these programs, Quest employees will be required by Securities and Exchange Commission (“SEC”) and accounting rules to wait approximately six months until their new options are granted. The new options will have an exercise price equal to the market price of Quest shares at that time. The general timetable for these types of exchange programs is:

1. A company formally initiates the program by delivering exchange program documents and election forms to its employees and files these documents with the SEC. We expect to file these documents in late June.

2. The company’s employees have 20 business days in which to decide whether to exchange their eligible options for new options (the “Exchange Period”). During the Exchange Period, employees can make their elections to exchange their options, and may change those elections, by following the instructions in the program materials.

3. After the expiration of the Exchange Period, the six-month and a day period begins to run.

4. After six months and a day, the new replacement options are issued to participating employees at the then current market price.

Due to strict SEC regulations, Quest cannot communicate more details to you at this time. Details about the program, including how to make elections, will be communicated at the time the program is announced. We will be communicating in multiple ways, including email.

The Quest Stock Option Exchange Program referred to in this communication has not yet begun. Quest will provide eligible option holders with written materials explaining the precise terms and timing of the exchange offer. Eligible option holders should read these written materials carefully because they will contain important information about the program. These materials and other documents filed by Quest with the SEC can be obtained free of charge from the SEC’s Web site at www.sec.gov. The option exchange program is subject to securities regulation in most countries and will not be offered in any country until Quest complies with all regulations and receives requisite government approvals. Quest option holders may obtain a written copy of the tender offer statement, when available, by contacting Genie Vargas at Quest Software, 8001 Irvine Center Drive, Irvine, California 92618.

EX-99.2

EXHIBIT 99.2

Participants:

Vincent C. Smith—Chairman of the Board and Chief Executive Officer

Charles Ramsey—Vice President of Worldwide Marketing

Charles Ramsey:    And then there’s the final item of some business that you want to announce about stock re-pricing.

Vincent C. Smith:    Oh yeah.

Charles Ramsey:    Good Stuff?

Vincent C. Smith:    Yeah, good stuff. We’re going to, uh—we’ve been working on this for a while and there’s a lot to it to re-price stock options—and so, in the beginning of July you’re going to be presented with the opportunity to retire existing options, and you would do this only in the—well, I can’t recommend when you should do this, but more likely than not you’re going to do it when you have out-of-the-money options—and you’ll retire them, and the way it generally works is that after a six-month period you get a new grant, and you have to take the market risk of six months between when you retire the options that you currently hold and get your new grant. So, we’re going to offer people the opportunity to do that, it’s going to be spelled out in a very deep document that will arrive on your desk in July. But for me, it’s the opportunity to give people the option to do what they want, you know.

Charles Ramsey:    Right.

Vincent C. Smith:    And so, I wanted to do that for people, and so it’s here. It’s a very serious issue—it has a lot of legality to it because it’s a rights offering or something along that vein—and so there is formality to how it needs to be communicated.

Charles Ramsey:    We’re going to describe it all and people won’t be left in the dark?

Vincent C. Smith:    Yeah, and we can’t tell you what to do, we have to give you the option, we have to give you all the information and allow you to make your choice.

Charles Ramsey:    Yup.