UNITED STATES
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 20, 2012
Quest Software, Inc.
(Exact name of registrant as specified in charter)
Delaware | 000-26937 | 33-0231678 | ||
(State or other jurisdiction | (Commission File Number) | (I.R.S. Employer Identification | ||
of incorporation or organization) | Number) |
5 Polaris Way
Aliso Viejo, California 92656
(Address, including zip code and telephone number, including area code, of registrants principal executive offices)
Registrants telephone number, including area code (949) 754-8000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
x | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 20, 2012, the special committee composed of independent and disinterested members of the Board of Directors of Quest Software, Inc., a Delaware corporation (Quest or the Company), approved a one-time cash payment (the Retention Payment) of $100,000 to Scott J. Davidson, Quests Senior Vice President and Chief Financial Officer. The Retention Payment is designed to encourage Mr. Davidson to continue to focus on the best interests of Quests stockholders following the execution of the Agreement and Plan of Merger (the Merger Agreement) on March 8, 2012 among Quest, Expedition Holding Company, Inc., a Delaware corporation (Parent), and Expedition Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent. The Merger Agreement was previously disclosed by Quest in a Current Report on Form 8-K filed with the Securities and Exchange Commission on March 9, 2012.
Subject to continued employment, the Retention Payment is payable following the earlier of (i) the Effective Time of the merger (as defined in the Merger Agreement) and (ii) the date of Quests entry into an agreement with respect to a Superior Proposal (as defined in the Merger Agreement).
Item 8.01 Other Events.
The information set forth above in Item 5.02 of this Current Report on Form 8-K is incorporated herein by reference.
Additional Information and Where to Find It
The Company intends to file with the Securities and Exchange Commission (the SEC) a proxy statement and intends to furnish or file other materials with the SEC in connection with the proposed transaction. The definitive proxy statement will be sent or given to the stockholders of the Company and will contain important information about the proposed transaction and related matters. BEFORE MAKING ANY VOTING DECISION, QUESTS STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND THOSE OTHER MATERIALS CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PROPOSED TRANSACTION. The proxy statement and other relevant materials (when they become available), and any other documents filed by Quest with the SEC, may be obtained free of charge at the SECs website at www.sec.gov. In addition, security holders will be able to obtain free copies of the proxy statement from Quest by contacting Quests Investor Relations by telephone at (949) 754-8000, or by mail at Quest Software, Inc., 5 Polaris Way, Aliso Viejo, California 92656, Attention: Investor Relations, or by going to Quests Investor Relations page on its corporate web site at www.quest.com.
Participants in the Solicitation
Quest and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Quest in connection with the proposed merger. Information regarding the interests of these directors and executive officers in the transaction referenced herein will be included in the proxy statement described above. Additional information regarding these directors and executive officers is included in Quests proxy statement for its 2011 Annual Meeting of Stockholders, which was filed with the SEC on April 28, 2011.
Forward-Looking Statements
This filing may include predictions, estimates and other information that might be considered forward-looking statements, including, without limitation, statements relating to the completion of the merger. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially from those anticipated as a result of various factors. If the transaction is consummated, the Companys unaffiliated stockholders will cease to have any equity interest in the Company and will have no right to participate in its earnings and future growth. Additional factors that may affect the future results of the Company are set forth in its filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2011, which is available on the SECs website at www.sec.gov. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date thereof. The Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date thereof.
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 hereunto duly authorized.
Quest Software, Inc. | ||
Date: March 23, 2012 | /s/ David P. Cramer | |
David P. Cramer | ||
Vice President, General Counsel & Secretary |