-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TiHSJlC8aaS2zAse36iyHCsparJad2w2grX0OAnwxfulYaX684m9iheIirUtTojA 1e0DCkOD0IbQQL+IFB5m3Q== 0001095811-00-000569.txt : 20000317 0001095811-00-000569.hdr.sgml : 20000317 ACCESSION NUMBER: 0001095811-00-000569 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000310 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000316 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUEST SOFTWARE INC CENTRAL INDEX KEY: 0001088033 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 330231678 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-26937 FILM NUMBER: 571495 BUSINESS ADDRESS: STREET 1: 8001 IRVINE CENTER DRIVE CITY: IRVINE STATE: CA ZIP: 92618 MAIL ADDRESS: STREET 1: 8001 IRVINE CENTER DRIVE CITY: IRVINE STATE: CA ZIP: 92618 8-K 1 FORM 8-K DATED MARCH 10, 2000 1 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) MARCH 10, 2000 ---------------------------- QUEST SOFTWARE, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) CALIFORNIA 333-80543 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 ---------------------------- N/A - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) 2 ITEM 5 OTHER EVENTS On March 9, 2000, the Board of Directors of Quest Software, Inc. ("Quest") approved a 2-for-1 stock split of the Common Stock of Quest (the "Stock Split"). The record date for the Stock Split will be March 20, 2000 and the date of the distribution will be March 31, 2000. A copy of the press release announcing the stock split is attached hereto as Exhibit 99.1 and incorporated herein by reference. ITEM 7 FINANCIAL STATEMENTS AND EXHIBITS --------------------------------- (c) Exhibits The following document is filed as an exhibit to this report: 99.1 Press Release dated March 10, 2000. 2 3 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: March 15, 2000 By: /s/ JOHN J. LASKEY ------------------------------------- John J. Laskey, Chief Financial Officer 3 4 EXHIBIT INDEX Exhibits The following document is filed as an exhibit to this report: - -------- 99.1 Press Release dated March 10, 2000. 4 EX-99.1 2 PRESS RELEASE DATED MARCH 10, 2000 1 EXHIBIT 99.1 NEWS FOR IMMEDIATE RELEASE [QUEST SOFTWARE LOGO] Financial contact: John Laskey jlaskey@quest.com Editorial contact: Don Allen (949) 754-8609 dallen@quest.com QUEST ANNOUNCES 2-FOR-1 STOCK SPLIT IRVINE, CALIF., MARCH 10, 2000 - Quest Software, Inc. (Nasdaq: QSFT) today announced that its Board of Directors has approved a 2-for-1 split of its common stock, effective on March 31, 2000, for shareholders of record on March 20, 2000. The additional shares will be distributed by the company's transfer agent, U.S. Stock Transfer Corporation. The transfer agent may be contacted at (818) 502-1404, or at http://www.usstock.com. Following the split, Quest expects to have approximately 85 million shares of common stock outstanding. Quest Software is an industry leader in providing application and information availability software solutions that enhance the performance and reliability of an organization's e-business, enterprise and custom computing applications and enhance 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 and Washington D.C., as well as in Canada, Germany, the United Kingdom and Australia. ### 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; 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. -----END PRIVACY-ENHANCED MESSAGE-----