Quest Software 8-K 2012
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 10, 2012
Quest Software, Inc.
(Exact name of registrant as specified in its charter)
Registrants telephone number, including area code (949) 754-8000
(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:
Item 2.02 Results of Operations and Financial Condition.
On May 10, 2012, Quest Software, Inc. (Quest) issued a press release announcing operating results for the quarter ended March 31, 2012. This press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless Quest specifically incorporates the foregoing information into those documents by reference.
Item 8.01 Other Events.
During March 2012, we discovered an error in the historical Australian income tax returns of our wholly-owned subsidiary, Quest Software Pty. Ltd., related to an incorrectly claimed research and development benefit that resulted in a cumulative liability including income tax, interest and penalties of $14.5 million. The error impacts multiple prior periods back to the year ended December 31, 1999. We have concluded that this error has not caused a material misstatement within any previously issued consolidated financial statement for any period. However, if the cumulative effect of the income taxes, interest and penalties were to be included solely within the first quarter of 2012, it would be material to that quarters results. Thus, after considering Staff Accounting Bulletin Release No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, we have corrected the Consolidated Financial Statements for the fiscal years ended December 31, 2011, 2010, and 2009 (the Corrected Consolidated Financial Statements), which prior to the corrections were filed previously with Quests Annual Report on Form 10-K for the period ended December 31, 2011. The Corrected Consolidated Financial Statements and Financial Statement Schedule are attached hereto as Exhibits 99.2 and 99.3, respectively, and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Additional Information about the Pending Proposed Merger and Where to Find It
This filing may be deemed to be solicitation material in respect of the proposed merger of Quest with an affiliate of Insight Venture Management, LLC. In connection with the proposed transaction, Quest has filed a preliminary proxy statement and other relevant materials with the Securities and Exchange Commission (SEC), and intends to file a definitive proxy statement and other relevant materials. The definitive proxy statement will be sent or given to the stockholders of Quest 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 QUEST 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 described herein will be included in the proxy statement described above. Additional information regarding these directors and executive officers is included in Quests amended Annual Report on Form 10-K/A, which was filed with the SEC on April 30, 2012.
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.