DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): November 9, 2010

BAKBONE SOFTWARE INCORPORATED

(Exact name of registrant as specified in its charter)

Canada	000-12230	Not Applicable
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

9540 Towne Center Drive, Suite 100

San Diego, California 92121

(Address of Principal Executive Offices) (Zip Code)

(858) 450-9009

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report.)

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 (see General Instruction A.2. below):

¨ 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 8.01. Other Events.

On November 9, 2010, BakBone Software Incorporated (the “Company”) issued a press release announcing the execution of an Arrangement Agreement, dated as of November 8, 2010, among the Company, Quest Software, Inc. (“Quest”), Bolts Acquisition Corporation, a Canadian corporation and a wholly-owned subsidiary of Quest (“Acquisition Sub”), which contemplates the acquisition by Quest, through Acquisition Sub, of all of the outstanding equity securities of the Company pursuant to a “plan of arrangement” under Canadian law. A copy of the press release is filed as Exhibit 99.1 hereto. Also on November 9, 2010, the Company’s Interim Chief Executive Officer sent an email message to all of the Company’s employees. A copy of this email is filed as Exhibit 99.2 hereto.

FORWARD-LOOKING STATEMENTS

This Form 8-K contains “forward-looking statements” within the meaning of the Securities Litigation Reform Act. All statements included in this press release that address activities, events or developments that the Company expects believes or anticipates will or may occur in the future are forward-looking statements. These statements are based on certain assumptions made by the Company based on its experience and perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company. Any such projections or statements include the current views of the Company with respect to future events and financial performance. No assurances can be given, however, that these events will occur or that such results will be achieved. Risks and uncertainties include the satisfaction of closing conditions for the Arrangement, including the approval of the Company’s security holders and the approval of the Court of Queen’s Bench of Alberta; the possibility that the transaction will not be completed, or if completed, not completed on a timely basis; general industry conditions and competition; and business and economic conditions; and other risks described from time to time in the Company’s Securities and Exchange Commission (“SEC”) and SEDAR filings, including its Annual Report on Form 10-K for the fiscal year ended March 31, 2010 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2010. The Company disclaims any intent or obligation to update any forward-looking statements contained herein, which speak as of the date hereof.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

The description contained herein is neither an offer to purchase nor a solicitation of an offer to sell shares of the Company. In connection with the Arrangement, the Company will file an proxy statement with the SEC and on SEDAR. ALL INVESTORS AND SHAREHOLDERS ARE ADVISED TO READ THIS PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION REGARDING THE COMPANY, THE ARRANGEMENT, THE PERSONS SOLICITING PROXIES IN CONNECTION WITH THE ARRANGEMENT ON BEHALF OF THE COMPANY, AND THE INTERESTS OF THESE PERSONS IN THE ARRANGEMENT AND RELATED MATTERS. The Company intends to mail the proxy statement to its shareholders once such proxy statement is no longer subject to SEC review. Investors and shareholders holders may obtain a free copy of the proxy statement when available and other documents filed by the Company with the SEC on the SEC’s website at http://www.sec.gov. Free copies of the proxy statement may be obtained by contacting General Counsel of the Company at 9540 Towne Centre Dr., Suite 100 San Diego CA 92121 United States of America. In addition to the proxy statement, the Company and Quest file annual, quarterly, and special reports, proxy statements and proxy statements and other information with the SEC, and, in the case of the Company, on SEDAR.

INTERESTS OF CERTAIN PERSONS IN THE ARRANGEMENT

The Company and its respective directors, executive officers and certain members of its management and other employees may be soliciting proxies from its shareholders in favor of the Arrangement and other related matters. Information concerning persons who may be considered participants in the solicitation of the Company’s shareholders under the rules of the SEC will be set forth in proxy statement to be filed by the Company.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

EXHIBIT NO.	DESCRIPTION
99.1	Joint Press Release dated November 9, 2010
99.2	E-mail to employees of BakBone Software Incorporated dated November 9, 2010

SIGNATURES

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.

	BAKBONE SOFTWARE INCORPORATED
November 9, 2010	By:	/S/    STEVE MARTIN
		Steve Martin
		Sr. Vice President, Chief Financial Officer and Interim Chief Executive Officer

EXHIBIT INDEX

EXHIBIT NO.	DESCRIPTION
99.1	Joint Press Release dated November 9, 2010
99.2	E-mail to employees of BakBone Software Incorporated dated November 9, 2010

EX-99.1

Exhibit 99.1

Editorial Contacts:	Investor Contacts:
Ken Montgomery	Stephen Wideman
Quest Software	Quest Software
949.754.8633	949.754.8412
ken.montgomery@quest.com	stephen.wideman@quest.com
Steve Martin	Jenifer Kirtland
BakBone Software	EVC Group for BakBone Software
858.795.7525	415.896.6820

Quest Software Announces Agreement to Acquire BakBone Software

Highly complementary product sets for physical, virtual and

application-level data protection

ALISO VIEJO and SAN DIEGO, Calif., Nov. 9, 2010 – Quest Software, Inc. (Nasdaq: QSFT) and BakBone Software Incorporated (OTC Bulletin Board: BKBO) today announced that they have signed a definitive agreement for Quest to acquire BakBone, a leading provider of data protection software with headquarters in San Diego, California. BakBone delivers real-time continuous data protection, deduplication, replication, disk-based and tape backup and recovery. With BakBone, Quest will acquire heterogeneous data protection technologies that complement its portfolio of solutions for virtual, database and application-level data protection including vRanger® Pro; LiteSpeed® for Microsoft SQL Server and Oracle; Recovery Manager for Microsoft Exchange; SharePoint; Active Directory; and SharePlex® for Oracle.

Quest expects to pay approximately $55 million, including the payment of certain debt obligations and net of anticipated cash on hand. BakBone shareholders will receive $0.33 per common share and $1.29 per preferred share following the closing of the acquisition.

“Quest continues to innovate by delivering data protection solutions to address one of the key pain points facing every organization – the ever-expanding amount of data being created,” said Doug Garn, CEO and president of Quest Software. “Quest has a long and successful history of acquiring and building out technically strong products and development teams. BakBone meets these criteria. Our respective products are highly complementary, with minimal overlap. The value received from BakBone’s employees, technologies, partners and customers is expected to be a key benefit as we seek to expand our market share in the data protection market by building upon our core portfolio.”

Under the terms of the agreement, which has been approved by the boards of directors of both BakBone and Quest, the acquisition will be conducted by way of a statutory plan of arrangement under the Canada Business Corporations Act and will require approval of the BakBone security holders and the Court of Queen’s Bench of Alberta. The closing of the acquisition, which is subject to customary closing conditions, is expected to occur in the first quarter of 2011.

“We are pleased that we have been able to enter into this definitive agreement on behalf of BakBone’s shareholders,” said Steve Martin, interim CEO and CFO of BakBone. “Quest has a rich history of recognizing new technologies in emerging markets and bringing them to a wider audience through its network of worldwide customers. We are confident that we will see even greater success for our solutions as part of the Quest family, and pleased that Quest saw value in adding us as an integral part of its data protection portfolio.”

Additional Information and Where to Find It

In connection with the proposed acquisition, BakBone will file a Proxy Statement with the SEC and Canadian securities commissions. ALL INVESTORS AND SHAREHOLDERS ARE ADVISED TO READ THIS PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION REGARDING BAKBONE, THE ACQUISITION, THE PERSONS SOLICITING PROXIES IN CONNECTION WITH THE ACQUISITION ON BEHALF OF BAKBONE AND THE INTERESTS OF THESE PERSONS IN THE ACQUISITION AND RELATED MATTERS. BakBone intends to mail the Proxy Statement to its shareholders once such Proxy Statement is no longer subject to SEC review. Investors and shareholders may obtain a free copy of the Proxy Statement when available and other documents filed by BakBone with the SEC on the SEC’s website at http://www.sec.gov. Free copies of the Proxy Statement may be obtained by contacting the Chief Executive Officer of BakBone at 9540 Towne Centre Drive, Suite 100, San Diego, CA 92121 or by calling (858) 795-7525. In addition to the Proxy Statement, BakBone and Quest file annual, quarterly, and special reports, proxy statements and other information with the SEC, and, in the case of BakBone, on SEDAR.

BakBone and its respective directors, executive officers and certain members of its management and other employees may be soliciting proxies from its shareholders in favor of the arrangement agreement, the acquisition and other related matters. Information concerning persons who may be considered participants in the solicitation of BakBone’s shareholders under the rules of the SEC will be set forth in the Proxy Statement to be filed by BakBone.

About BakBone Software

BakBone makes data protection a simple, straightforward process with an award-winning product suite. From real-time data protection to deduplication, disk-based and tape backup and application protection, BakBone’s solutions manage resources across all platforms, providing improved operational efficiency, reduced system downtime, improved data and application availability and enhanced security to support the business growth of enterprise environments. For more information about BakBone, visit www.bakbone.com or email info@bakbone.com.

About Quest Software, Inc.

Quest Software (Nasdaq: QSFT) simplifies and reduces the cost of managing IT for more than 100,000 customers worldwide. Our innovative solutions make solving the toughest IT management problems easier, enabling customers to save time and money across physical, virtual and cloud environments. For more information about Quest solutions for application management, database management, Windows management, virtualization management, and IT management, go to www.quest.com.

# # #

Quest and Quest Software are trademarks or registered trademarks of Quest Software, Inc. The Quest Software logo and all other Quest Software product or service names and slogans are registered trademarks or trademarks of Quest Software, Inc. All other trademarks and registered trademarks are property of their respective owners.

Forward-Looking Statements

This press release includes predictions, statements and other information relating to Quest’s acquisition of BakBone that might be considered forward-looking statements. These forward-looking statements relate, but are not limited to, the combination of BakBone’s technologies with Quest’s product offerings, the capabilities of such technologies and offerings and future benefits to Quest’s and BakBone’s customers and the anticipated closing date of the transaction. 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, including: risks that the transaction may not be completed or that completion could be delayed due to the failure to satisfy certain closing conditions or obtain required approvals, including the approval of the BakBone shareholders and the Court of Queen’s Bench of Alberta; risks that the transaction or related integration activity may disrupt current plans, projects and operations; and Quest’s ability to recognize the benefits of the acquisition. Other risks and uncertainties that may affect forward-looking statements include: reductions or delays in information technology spending; adverse changes in general economic or market conditions; risks associated with foreign operations; competitive factors, including industry consolidation, and new product and marketing initiatives by the companies’ competitors; Quest’s ability to retain existing personnel and recruit and retain qualified personnel; and other risks described from time to time in Quest’s and BakBone’s filings with the SEC. For a discussion of these and other related risks, please refer to Quest’s and Bakbone’s recent SEC filings, including Quest’s Annual Report on Form 10-K for the year ended December 31, 2009 and BakBone’s Annual Report on Form 10-K for the fiscal year ended March 31, 2010, which are available on the SEC’s website at www.sec.gov, and in the case of BakBone, on SEDAR. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date thereof. Quest and BakBone undertake no obligation to update forward-looking statements to reflect events or circumstances after the date thereof.

Web links referenced in this release:

Quest Software: www.quest.com

BakBone Software Incorporated: www.bakbone.com

Data protection: http://vizioncore.com/product/vRanger

Replication: http://vizioncore.com/product/vReplicator

vRanger Pro: http://vizioncore.com/product/vRanger

Litespeed: http://www.quest.com/database-management/backup-and-recovery.aspx

Recovery Manager: http://www.quest.com/windows-management/recovery-and-availability.aspx

SharePlex: http://www.quest.com/shareplex-for-oracle/

Application management: http://www.quest.com/application-monitoring/

Database management: http://www.quest.com/database-management/

Windows management: http://www.quest.com/windows-management/

Virtualization management: /http://www.quest.com/virtualization/

IT management: www.quest.com

EX-99.2

Exhibit 99.2

Email message to BakBone Software Incorporated employees

To: All BakBone Employees

From: Steve Martin, BakBone Interim CEO

BakBone today announced in a joint press release with Quest Software of Aliso Viejo, California that Quest has agreed to acquire BakBone in an all-cash transaction. The Board of Directors and senior management of the Company believes the transaction is the right strategic step for the shareholders, employees, partners and customers of BakBone. The transaction is subject to normal closing conditions including approval by the shareholders of BakBone.

Quest has a suite of data protection solutions for virtual and application-level data protection. BakBone complements Quest’s Data Protection portfolio.

We believe this is great news for BakBone, and I know that Quest is equally excited by the prospects of expanding BakBone’s product suite, embracing our customers and furthering the opportunities for our talented and dedicated employees all around the world.

We look forward to sharing more details of this transaction with you today and expect that you will have many questions about the next steps for the Company. In short, our near-term objectives remain the same – develop world-class data protection products, continue to grow our bookings quarter over quarter, continue to strengthen our customer sales channels and operate as a financially successful company. We are off to a great start this quarter!! And we have a combination with Quest to be excited about in the near-term.

Thanks to all for your support.

A link to the public press release is attached http://www.bakbone.com/docs/Bakbone_Quest_Press_Release.pdf

Additional Information and Where to Find It

In connection with the proposed acquisition, BakBone will file a Proxy Statement with the SEC and Canadian securities commissions. ALL INVESTORS AND SHAREHOLDERS ARE ADVISED TO READ THIS PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION REGARDING BAKBONE, THE ACQUISITION, THE PERSONS SOLICITING PROXIES IN CONNECTION WITH THE ACQUISITION ON BEHALF OF BAKBONE AND THE INTERESTS OF THESE PERSONS IN THE ACQUISITION AND RELATED MATTERS. BakBone intends to mail the Proxy Statement to its shareholders once such Proxy Statement is no longer subject to SEC review. Investors and shareholders may obtain a free copy of the Proxy Statement when available and other documents filed by BakBone with the SEC on the SEC’s website at http://www.sec.gov. Free copies of the Proxy Statement may be obtained by contacting the Chief Executive Officer of BakBone at 9540 Towne Centre Drive, Suite 100, San Diego, CA 92121 or by calling (858) 795-7525. In addition to the Proxy Statement, BakBone files annual, quarterly, and special reports, proxy statements and other information with the SEC and SEDAR.

BakBone and its respective directors, executive officers and certain members of its management and other employees may be soliciting proxies from its shareholders in favor of the arrangement agreement, the acquisition and other related matters. Information concerning persons who may be considered participants in the solicitation of BakBone’s shareholders under the rules of the SEC will be set forth in the Proxy Statement to be filed by BakBone.

Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of the Securities Litigation Reform Act. All statements included in this communication that address activities, events or developments that Quest and BakBone expect, believe or anticipate will or may occur in the future are forward-looking statements, including the expected benefits of the transaction for the two companies and their customers and the anticipated closing date of the acquisition. These statements are based on certain assumptions made by Quest and BakBone based on their experience and perception of historical trends, current conditions, expected future developments and other factors they believe are appropriate in the circumstances. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Quest and BakBone. Any such projections or statements include the current views of Quest and BakBone with respect to future events and financial performance. No assurances can be given, however, that these events will occur or that such results will be achieved. Risks and uncertainties include the satisfaction of closing conditions for the acquisition, including the approval of the BakBone shareholders and the Court of Queen’s Bench of Alberta; the possibility that the transaction will not be completed, or if completed, not completed on a timely basis; general industry conditions and competition; and business and economic conditions; and other risks described from time to time in Quest’s and BakBone’s Securities and Exchange Commission (“SEC”) filings (and with respect to BakBone, SEDAR filings), including their Annual Reports on Form 10-K for the fiscal year ended December 31, 2009 and March 31, 2010, respectively. Quest and BakBone disclaim any intent or obligation to update any forward-looking statements contained herein, which speak as of the date hereof.