8-K

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): January 11, 2011

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)

¨ 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 5.07 Submission of Matters to a Vote of Security Holders.

On January 11, 2011, BakBone Software Incorporated (the “Company”) held a Special Meeting of securityholders (the “Special Meeting”) at the offices of Burnet, Duckworth & Palmer LLP, located at Suite 1400, 350 — 7^th Avenue SW, Calgary, Alberta, Canada. At the Special Meeting, the Company’s securityholders were asked to consider a proposal to approve the acquisition by Quest Software, Inc., (“Quest”) of all the outstanding securities of the Company, pursuant to an Arrangement Agreement, dated as of November 8, 2010, among Quest, Bolts Acquisition Corporation, a Canadian corporation and a wholly-owned subsidiary of Quest and the Company, 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” (the “Arrangement”) under Canadian law (the “Proposal”). Only securityholders of record at the close of business on November 30, 2010 were entitled to vote at the Special Meeting.

The Arrangement required the approval of the Proposal by (i) 66 ²/3% of the votes cast by the Company’s securityholders, including common shareholders, Series A Preferred shareholders and holders of stock options and warrants, voting as a single class, and (ii) a simple majority of the votes cast by the common shareholders (excluding the common shares held by the former shareholders of ColdSpark, Inc. and affiliates of VantagePoint Venture Partners).

The voting results for the Proposal are as follows:

Votes cast by all securityholders, voting together as a single class:

Number of votes cast in favor		Percentage of votes  cast in favor			Number of shares voted against		Number of shares abstaining	Broker nonvotes
	69,382,441		87.97	%		9,491,978	None	None

Votes cast by common shareholders (excluding the shares held by the former shareholders of ColdSpark, Inc. and affiliates of VantagePoint Venture Partners):

Number of votes cast in favor		Percentage of votes  cast in favor			Number of shares voted against		Number of shares abstaining	Broker nonvotes
	36,248,312		80.81	%		8,616,978	None	None

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

EXHIBIT NO.	DESCRIPTION
99.1	Press Release dated January 12, 2011

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
January 12, 2011	By:	/S/    STEVE MARTIN
		Steve Martin
		Sr. Vice President, Chief Financial Officer and Interim Chief Executive Officer

EXHIBIT INDEX

EXHIBIT NO.	DESCRIPTION
99.1	Press Release dated January 12, 2011

EX-99.1

Exhibit 99.1

	Corporate Contact:
EVC Group	BakBone Software
Jenifer Kirtland	Steve Martin
415-896-2005	858-795-7525

BakBone Software Announces Shareholder Approval and Court Approval for Plan of Arrangement with Quest Software

San Diego, Calif., January 12, 2011 – BakBone Software Incorporated (OTC Bulletin Board: BKBO) (“BakBone”) today announced that BakBone’s shareholders overwhelmingly approved the acquisition by Quest Software, Inc. (“Quest”) of all the outstanding securities of BakBone at a special meeting of shareholders held on January 11, 2010. The transaction was approved by 88% of the votes cast by the shareholders, voting together as a single class, and 81% of the votes cast by the common shareholders, excluding the votes cast by certain common shareholders.

Following the shareholders’ meeting, the Court of Queen’s Bench of Alberta approved the transaction. Pending the satisfaction of other customary closing conditions, Quest Software, Inc. (“Quest”) is expected to complete the acquisition of all of the issued and outstanding shares of BakBone for $0.33 per common share and $1.29 per preferred share and BakBone will become a wholly-owned subsidiary of Quest.

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.

BakBone®, BakBone Software®, NetVault®, Application Plugin Module™, BakBone logo®, Integrated Data Protection™, NetVault: SmartDisk™, Asempra® and FASTRecover™ are all trademarks or registered trademarks of BakBone Software, Inc., in the United States and/or in other countries. All other brands, products or service names are or may be trademarks, registered trademarks or service marks of, and used to identify, products or services 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 anticipated closing 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. Other risks and uncertainties that may affect forward-looking statements include: risks that the transaction or related integration activity may disrupt current plans, projects and operations; 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 company’s competitors; and other risks described from time to time in BakBone’s filings with the SEC. For a discussion of these and other related risks, please refer to BakBone’s recent SEC filings, including BakBone’s Annual Report on Form 10-K for the fiscal year ended March 31, 2010, which is available on the SEC’s website at www.sec.gov, and on SEDAR. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date thereof. BakBone undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date thereof.