8-K

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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
                                                 -------------------------------
                                                     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
- --------             -----------
 99.1                Press Release issued by Quest Software, Inc. on
                     June 29, 2000

EX-99.1

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                                                                    EXHIBIT 99.1


FOR IMMEDIATE RELEASE

                QUEST SOFTWARE TO ACQUIRE FASTLANE TECHNOLOGIES,
   CREATES LEADING POSITION IN DATABASE, APPLICATION AND DIRECTORY MANAGEMENT

 . . . COMBINED PRODUCT LINES, SERVICES AND PARTNERS PROVIDE UNPRECEDENTED
SOLUTIONS FOR THE DEPLOYMENT AND MANAGEMENT OF WINDOWS 2000 AND ACTIVE DIRECTORY

IRVINE, CALIF. AND OTTAWA, ONTARIO, JUNE 29, 2000 -- Quest Software, Inc.,
(Nasdaq: QSFT), a leading provider of software for managing and monitoring
business-critical applications, and FastLane Technologies Inc., a leading
provider of directory management software for Microsoft platforms, today
announced the companies have signed a definitive agreement for Quest Software to
acquire FastLane Technologies. The acquisition positions Quest as a leading
vendor in the Microsoft systems management market, with complete solutions that
enable enterprise deployments and ongoing management of Windows 2000.

The deployment of Windows 2000 and Active Directory is the largest
infrastructure upgrade Microsoft has ever attempted and is a foundation for
Exchange 2000, SQL Server 2000 and new and enhanced eCommerce strategies,
offering lower overall cost of operations and management. For Global 2000 and
other large enterprises, Windows 2000 is driving the need for scalable software
and services for directory migration, management and performance monitoring. The
acquisition of FastLane ideally positions Quest to meet these business needs
both during and after a Windows 2000 deployment.

Under the terms of the agreement, Quest will acquire privately held FastLane
Technologies for a combination of cash and stock totaling approximately US$100
million. The acquisition, which Quest and FastLane expect to complete in late
July or early August, will be accounted for as a purchase. FastLane will operate
as a separate division of Quest Software. FastLane's president, Jan Kaminski,
will continue to lead the new division.

"Both companies believe our combined offerings generate significant value to our
customers as they deploy Windows 2000 and directory enabled applications. As a
market leader, we are dedicated to providing the most comprehensive solutions to
help manage critical infrastructure, including applications, databases and
directories," said Vincent C. Smith, Quest chairman and chief executive officer.
"By combining the expertise and experience of two industry leaders, Quest will
become the first software provider that can offer a complete solution for
managing and monitoring all of your critical open systems applications."

"Through our leadership and technology in directory management, FastLane has
created a huge opportunity for deploying Windows 2000 and Active Directory and
the pending requirement to manage business-critical applications on Microsoft
platforms. By joining Quest, we will now have the resources and shared knowledge
to fully capitalize on this opportunity," said Jan Kaminski, FastLane's
president. "This acquisition is a significant event to the industry and will
provide customers with a comprehensive solution for managing business-critical
Windows NT- and Windows 2000-based systems."





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FastLane provides the first truly, integrated suite of Windows NT/Windows 2000
centric applications for effective Enterprise Directory Management. Its flagship
suite of products, DM/Suite(TM), and its field tested, five-step methodology,
DM/LifeCycle, are being used by Global 2000 organizations such as Shell and
AstraZeneca to plan, deploy and manage their Windows 2000 and Active Directory
deployments.

Both Quest and FastLane maintain a network of strategic global partners and
distributors that deliver and support IT professionals with tools, training and
services around the world. The acquisition provides both companies' channels
with the opportunity to leverage products and services from both companies,
providing a single source for the products needed to ensure application
reliability and performance.

ABOUT FASTLANE TECHNOLOGIES

FastLane Technologies Inc. is a leading provider of fast, scalable and
cost-effective enterprise directory management solutions for Global 2000
organizations. FastLane is a Microsoft Certified Solution Provider. The company
can be contacted at (800) 947-6752 or visit the website at www.fastlane.com.

ABOUT QUEST SOFTWARE

Quest Software, Inc. delivers solutions that enhance the performance and
reliability of e-business, packaged and custom computing applications.
Businesses and consumers alike have come to expect instant access to information
and Quest Software provides solutions to ensure this availability. Based in
Irvine, Calif., Quest Software has sales and support offices worldwide and
currently has nearly 1,000 employees.

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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