0001181431-12-039678.txt : 20120705 0001181431-12-039678.hdr.sgml : 20120704 20120705144837 ACCESSION NUMBER: 0001181431-12-039678 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120630 FILED AS OF DATE: 20120705 DATE AS OF CHANGE: 20120705 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 5 POLARIS WAY CITY: ALISO VIEJO STATE: CA ZIP: 92656 BUSINESS PHONE: 9497548000 MAIL ADDRESS: STREET 1: 5 POLARIS WAY CITY: ALISO VIEJO STATE: CA ZIP: 92656 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DELL INC CENTRAL INDEX KEY: 0000826083 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] STATE OF INCORPORATION: DE FISCAL YEAR END: 0129 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26937 FILM NUMBER: 12948002 BUSINESS ADDRESS: STREET 1: ONE DELL WAY STREET 2: STED CITY: ROUND ROCK STATE: TX ZIP: 78682-2244 BUSINESS PHONE: 5127284737 MAIL ADDRESS: STREET 1: ONE DELL WAY CITY: ROUND ROCK STATE: TX ZIP: 78682 FORMER NAME: FORMER CONFORMED NAME: DELL COMPUTER CORP DATE OF NAME CHANGE: 19920703 3 1 rrd350308.xml FORM 3 X0206 3 2012-06-30 0 0001088033 QUEST SOFTWARE INC QSFT 0000826083 DELL INC ONE DELL WAY ROUND ROCK TX 78682 0 0 1 0 Common Stock, par value $0.001 per share 24942346 I By Vincent C. Smith Common Stock, par value $0.001 per share 355749 I By Vincent C. Smith Annuity Trust 2010-1 Common Stock, par value $0.001 per share 266811 I By Vincent C. Smith Annuity Trust 2010-2 Common Stock, par value $0.001 per share 1275000 I By Vincent C. Smith Annuity Trust 2011-1 Common Stock, par value $0.001 per share 1422140 I By Teach A Man To Fish Foundation On June 30, 2012, Dell Inc. ("Dell") entered into an Agreement and Plan of Merger, dated as of June 30, 2012 (the "Merger Agreement"), by and among Dell, Diamond Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Dell, and Quest Software, Inc. ("Quest"), pursuant to which Dell will acquire Quest. (Continued in Footnote (2)) Concurrently with the execution of the Merger Agreement and in their capacities as stockholders of Quest, Vincent C. Smith, Chairman and Chief Executive Officer of Quest, the Vincent C. Smith Annuity Trust 2010-1, the Vincent C. Smith Annuity Trust 2010-2, the Vincent C. Smith Annuity Trust 2011-1 and the Teach A Man To Fish Foundation entered into a voting agreement, dated as of June 30, 2012 (the "Voting Agreement"), with Dell and Quest, pursuant to which they agreed to, among other things, vote the shares of Common Stock, par value $0.001 per share (the "Common Stock"), of Quest beneficially owned by them in favor of the approval of the Merger Agreement and other proposals necessary to consummate the transaction unless such Voting Agreement is terminated pursuant to its terms. The stockholders granted a limited proxy to Dell with respect to their shares in order to secure the performance of their obligations under the Voting Agreement. (Continued in Footnote (3)) Dell is filing this statement solely because, as a result of the Voting Agreement, Dell may be deemed to share beneficial ownership of 30,577,233 shares of Common Stock (Including 2,315,187 shares issuable upon exercise of stock options that are exercisable within 60 days of July 5, 2012), which would represent approximately 36.1% of the Common Stock of Quest (based on 84,775,742 shares of Common Stock outstanding as of June 19, 2012, as provided by Quest). The filing of this Initial Statement of Beneficial Ownership of Securities on Form 3 shall not be contrued as an admission by Dell that it is the beneficial owner of any shares of Common Stock for purposes of Section 13(d), 13(g) or 16 of the Exchange Act, or for any other purposes, and such beneficial ownership is hereby expressly disclaimed. Includes 153,440 shares owned by Vincent C. Smith's minor children and certain shares currently held in the name of Land Meets the Sea LLC, an entity owned by Vincent C. Smith which has been dissolved. See attached footnotes page. /s/ Janet B. Wright, Vice President and Assistant Secretary 2012-07-03