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| CIK | 1088033 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Quest Software Inc
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| February 13, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 14) * QUEST SOFTWARE, INC. (Name of Issuer) COMMON STOCK, par value $0.001 per share (Title of Class of Securities) 74834 T 10 3 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate |
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| October 9, 2012 |
Form 15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
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| September 28, 2012 |
S-8 POS As filed with the Securities and Exchange Commission on September 28, 2012 Registration Nos. |
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| September 28, 2012 |
S-8 POS As filed with the Securities and Exchange Commission on September 28, 2012 Registration Nos. |
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| September 28, 2012 |
S-8 POS As filed with the Securities and Exchange Commission on September 28, 2012 Registration Nos. |
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| September 28, 2012 |
S-8 POS As filed with the Securities and Exchange Commission on September 28, 2012 Registration Nos. |
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| September 28, 2012 |
AMENDED AND RESTATED BYLAWS QUEST SOFTWARE, INC. * * * * * * * * ARTICLE I Amended and Restated Bylaws of Quest Software, Inc. Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF QUEST SOFTWARE, INC. * * * * * * * * ARTICLE I OFFICES. The registered office of Quest Software, Inc., a Delaware corporation (the “Corporation”), shall be located in the State of Delaware and shall be at such address as shall be set forth in the Certificate of Incorporation (as the same may be amended f |
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| September 28, 2012 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION QUEST SOFTWARE, INC. * * * * * * * * ARTICLE I Amended and Restated Certificate of Incorporation of Quest Software, Inc. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF QUEST SOFTWARE, INC. * * * * * * * * ARTICLE I The name of the corporation (the “Corporation”) is: Quest Software, Inc. ARTICLE II The address of the registered office of the Corporation in the State of Delaware is c/o Corporation Trust Center, 1209 Orange Stre |
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| September 28, 2012 |
S-8 POS 1 d416486ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on September 28, 2012 Registration Nos. 333-178033 333-152064 333-126585 333-125398 333-113927 333-107045 333-96183 333-91429 333-49668 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-178033 Post-Effective Amendme |
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| September 28, 2012 |
Dell Completes Acquisition of Quest Software EX-99.1 4 d416484dex991.htm PRESS RELEASE ISSUED BY DELL INC. Exhibit 99.1 NEWS Dell Completes Acquisition of Quest Software • Quest Software’s extensive IT management offerings expand and strengthen Dell’s software portfolio • Quest enables IT organizations to simplify operations, maximize workforce productivity and deliver faster results • Close marks a major milestone in Dell’s journey to offer |
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| September 28, 2012 |
S-8 POS As filed with the Securities and Exchange Commission on September 28, 2012 Registration Nos. |
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| September 28, 2012 |
S-8 POS As filed with the Securities and Exchange Commission on September 28, 2012 Registration Nos. |
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| September 28, 2012 |
As filed with the Securities and Exchange Commission on September 28, 2012 Registration Nos. |
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| September 28, 2012 |
Form 8-K 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): September 27, 2012 Quest Software, Inc. (Exact name of registrant as specified in charter) Delaware 000-26937 33-0231678 (State or other jurisdiction of incorporation or orga |
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| September 28, 2012 |
As filed with the Securities and Exchange Commission on September 28, 2012 Registration Nos. |
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| September 25, 2012 |
Quest Software Stockholders Approve Acquisition by Dell Press Release Exhibit 99.1 Quest Software Stockholders Approve Acquisition by Dell ALISO VIEJO, Calif., Sept. 25, 2012 – Quest Software, Inc. (NASDAQ: QSFT) Quest Software, Inc. (NASDAQ: QSFT) (the “Company” or “Quest”) today announced that Quest’s stockholders approved the acquisition of Quest by Dell Inc. (“Dell”) at the meeting of Quest’s stockholders held today. Closing of the transaction is s |
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| September 25, 2012 |
Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders - FORM 8-K FORM 8-K 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): September 25, 2012 Quest Software, Inc. (Exact name of registrant as specified in charter) Delaware 000-26937 33-0231678 (State or other jurisdiction (Commission (I.R.S. Empl |
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| September 13, 2012 |
Form 8-K 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): September 10, 2012 Quest Software, Inc. (Exact name of registrant as specified in charter) Delaware 000-26937 33-0231678 (State or other jurisdiction of incorporation or orga |
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| August 24, 2012 |
- DEFINITIVE MERGER SPECIAL PROXY DEFM14A 1 d401327ddefm14a.htm DEFINITIVE MERGER SPECIAL PROXY Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of |
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| August 9, 2012 |
QUEST SOFTWARE REPORTS SECOND QUARTER 2012 RESULTS Second Quarter Revenues of $215.7 Million Press Release Exhibit 99.1 NEWS For Immediate Release Editorial Contact: Tracy Benelli 949-754-8633 [email protected] Investor Contacts: Stephen Wideman 949-754-8142 [email protected] QUEST SOFTWARE REPORTS SECOND QUARTER 2012 RESULTS Second Quarter Revenues of $215.7 Million ALISO VIEJO, Calif., August 9, 2012 – Quest Software, Inc. (Nasdaq: QSFT) today reported financial results fo |
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| August 9, 2012 |
Form 8-K 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) August 9, 2012 Quest Software, Inc. (Exact name of registrant as specified in its charter) Delaware 000-26937 33-0231678 (State or other jurisdiction of incorporation) (Commis |
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| August 9, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events 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) August 9, 2012 Quest Software, Inc. (Exact name of registrant as specified in its charter) Delaware 000-26937 33-0231678 (State or other jurisdiction of incorporation) (Commission File |
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| August 9, 2012 |
10-Q 1 d358492d10q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMM |
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| August 9, 2012 |
QUEST SOFTWARE REPORTS SECOND QUARTER 2012 RESULTS Second Quarter Revenues of $215.7 Million Exhibit 99.1 NEWS For Immediate Release Editorial Contact: Tracy Benelli 949-754-8633 [email protected] Investor Contacts: Stephen Wideman 949-754-8142 [email protected] QUEST SOFTWARE REPORTS SECOND QUARTER 2012 RESULTS Second Quarter Revenues of $215.7 Million ALISO VIEJO, Calif., August 9, 2012 – Quest Software, Inc. (Nasdaq: QSFT) today reported financial results for the quarter |
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| August 2, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive |
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| July 27, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive |
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| July 17, 2012 |
PREM14A 1 d378252dprem14a.htm PRELIMINARY SPECIAL PROXY Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the C |
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| July 5, 2012 |
QSFT / Quest Software Inc / DELL INC - SCHEDULE 13D Activist Investment SC 13D 1 d375110dsc13d.htm SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* QUEST SOFTWARE, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 74834T-10-3 (CUSIP Number) Lawrence P. Tu Senior Vice President and General Counsel Dell Inc. One Dell Way Round Rock, Tex |
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| July 3, 2012 |
SC 13D/A 1 d374677dsc13da.htm SCHEDULE 13D AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 2)* Under the Securities Exchange Act of 1934* QUEST SOFTWARE, INC. (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities) 74834T-10-3 (CUSIP Number) Blair Flicker, Esq. c/o Insight Venture Management, LLC 680 Fifth Avenu |
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| July 3, 2012 |
DEFA14A 1 d376265ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permi |
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| July 2, 2012 |
Quest Customer Letter Exhibit 99.5 Customer Letter Dell to Acquire Quest Software Dear Valued Quest Customers: I want to inform you that today Quest announced it has entered into a definitive agreement to be acquired by Dell. Please see the press release that was disseminated this morning for further details. But first, I’d like to offer my perspective and explain what this means to you as a Quest |
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| July 2, 2012 |
EX-99.5 10 d372322dex995.htm QUEST CUSTOMER LETTER Exhibit 99.5 Customer Letter Dell to Acquire Quest Software Dear Valued Quest Customers: I want to inform you that today Quest announced it has entered into a definitive agreement to be acquired by Dell. Please see the press release that was disseminated this morning for further details. But first, I’d like to offer my perspective and explain what |
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| July 2, 2012 |
1 FAQ Document Dell to Acquire Quest Software Exhibit 99.8 FAQ Document Dell to Acquire Quest Software Partner FAQ Document Announcement and deal rationale 1. What is Quest announcing? On June 30, 2012, Dell and Quest signed a definitive agreement for Dell to acquire Quest, an award-winning IT management software provider offering a broad selection of solutions that solve the most common and challenging IT problems. 2. Why is Dell acquiring Q |
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| July 2, 2012 |
Investor Presentation Dell to Acquire Quest Software Dave Johnson John Swainson SVP, Corporate Strategy, Dell President, Software Group, Dell Brian Gladden Rob Williams SVP, Chief Financial Officer, Dell Vice President, Investor Relations, Dell Vinny Smith Scott Davidson Chairman & CEO, Quest Software Senior Vice President & Chief Financial Officer, Quest Software July 2, 2012 Exhibit 99. |
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| July 2, 2012 |
PROMISSORY NOTE $13,300,000 New York, New York July 2, 2012 Exhibit 10.1 PROMISSORY NOTE $13,300,000 New York, New York July 2, 2012 FOR VALUE RECEIVED, Quest Software, Inc., a Delaware corporation (“Borrower”), hereby promises to pay to the order of Dell Inc., a Delaware corporation (“Lender”), the principal sum of thirteen million three hundred thousand ($13,300,000), in lawful money of the United States of America, immediately upon any termination, for |
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| July 2, 2012 |
Employee FAQ Exhibit 99.4 FAQ Document Dell to Acquire Quest Software Employee FAQ Document 1. Why is Dell acquiring Quest Software? Quest aligns with Dell’s software strategy and its capabilities in systems management and security are critical components of Dell’s software portfolio. Quest complements many of Dell’s current businesses. Quest also gives Dell better presence in key areas that addre |
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| July 2, 2012 |
Exhibit 10.2 Execution Version VOTING AGREEMENT VOTING AGREEMENT, dated as of June 30, 2012 (this “Agreement”), among Quest Software, Inc., a Delaware corporation (the “Company”), Dell Inc., a Delaware corporation (“Parent”) and Vincent Smith (the “Executive”), 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 Te |
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| July 2, 2012 |
1 Customer FAQs Dell to Acquire Quest Software Quest Customer FAQ Exhibit 99.6 Customer FAQs Dell to Acquire Quest Software 1. What is Quest announcing? On June 30, 2012, Dell and Quest Software signed a definitive agreement for Dell to acquire Quest, an award-winning IT management software provider offering a broad selection of solutions that solve the most common and most challenging IT problems. 2. Why is Dell acquiring Quest? Quest is attr |
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| July 2, 2012 |
Employee FAQ Exhibit 99.4 FAQ Document Dell to Acquire Quest Software Employee FAQ Document 1. Why is Dell acquiring Quest Software? Quest aligns with Dell’s software strategy and its capabilities in systems management and security are critical components of Dell’s software portfolio. Quest complements many of Dell’s current businesses. Quest also gives Dell better presence in key areas that addre |
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| July 2, 2012 |
1 Employee Letter Dell to Acquire Quest Software Internal Employee Announcement Exhibit 99.3 Employee Letter Dell to Acquire Quest Software Dear Quest Employees: This morning a press release went out announcing that we have entered into a definitive agreement for Dell to acquire Quest Software. Although this is different than the transaction we first announced, I believe that this acquisition will be a positive move for our partners and customer |
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| July 2, 2012 |
1 Customer FAQs Dell to Acquire Quest Software Exhibit 99.6 Customer FAQs Dell to Acquire Quest Software 1. What is Quest announcing? On June 30, 2012, Dell and Quest Software signed a definitive agreement for Dell to acquire Quest, an award-winning IT management software provider offering a broad selection of solutions that solve the most common and most challenging IT problems. 2. Why is Dell acquiring Quest? Quest is attractive to Dell for |
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| July 2, 2012 |
Dell to Acquire Quest Software Dave Johnson John Swainson SVP, Corporate Strategy, Dell President, Software Group, Dell Brian Gladden Rob Williams SVP, Chief Financial Officer, Dell Vice President, Investor Relations, Dell Vinny Smith Scott Davidson Chairman & CEO, Quest Software Senior Vice President & Chief Financial Officer, Quest Software July 2, 2012 Exhibit 99. |
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| July 2, 2012 |
DELL TO ACQUIRE QUEST SOFTWARE Joint Press Release issued by Quest Software Exhibit 99.1 NEWS For Immediate Release DELL TO ACQUIRE QUEST SOFTWARE • Award-winning Quest bolsters Dell competitive position in delivering end-to-end IT solutions. • Strong strategic fit with Dell’s software group; extends existing capabilities in systems management, security, data protection and workspace management. ROUND ROCK, Texas and ALISO VIEJ |
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| July 2, 2012 |
Agreement and Plan of Merger Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER Dated as of June 30, 2012 among Dell Inc., Diamond Merger Sub Inc. and Quest Software, Inc. TABLE OF CONTENTS Page ARTICLE I THE MERGER 2 Section 1.1 The Merger 2 Section 1.2 Closing 2 Section 1.3 Effective Time 2 Section 1.4 Effects of the Merger 3 Section 1.5 Certificate of Incorporation and Bylaws of the Sur |
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| July 2, 2012 |
EX-10.3 5 d372322dex103.htm MERGER TERMINATION AGREEMENT Exhibit 10.3 Execution Version MERGER TERMINATION AGREEMENT This Merger Termination Agreement (this “Agreement”) is entered into as of June 30, 2012 by and among Expedition Holding Company, Inc., a Delaware corporation (“Parent”), Expedition Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and |
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| July 2, 2012 |
Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER Dated as of June 30, 2012 among Dell Inc., Diamond Merger Sub Inc. and Quest Software, Inc. TABLE OF CONTENTS Page ARTICLE I THE MERGER 2 Section 1.1 The Merger 2 Section 1.2 Closing 2 Section 1.3 Effective Time 2 Section 1.4 Effects of the Merger 3 Section 1.5 Certificate of Incorporation and Bylaws of the Surviving Corporation 3 Section |
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| July 2, 2012 |
Exhibit 10.2 Execution Version VOTING AGREEMENT VOTING AGREEMENT, dated as of June 30, 2012 (this “Agreement”), among Quest Software, Inc., a Delaware corporation (the “Company”), Dell Inc., a Delaware corporation (“Parent”) and Vincent Smith (the “Executive”), 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 Te |
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| July 2, 2012 |
1 Partner Letter Dell to Acquire Quest Software EX-99.7 12 d372322dex997.htm QUEST PARTNER LETTER Exhibit 99.7 Partner Letter Dell to Acquire Quest Software Dear Valued Quest Partners: Today we announced that Quest entered into a definitive agreement for Dell to acquire Quest Software. Please see this morning’s press release for further details. In addition, please take a moment to review my perspective on this news and what this means to you a |
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| July 2, 2012 |
1 Partner Letter Dell to Acquire Quest Software Quest Partner Letter Exhibit 99.7 Partner Letter Dell to Acquire Quest Software Dear Valued Quest Partners: Today we announced that Quest entered into a definitive agreement for Dell to acquire Quest Software. Please see this morning’s press release for further details. In addition, please take a moment to review my perspective on this news and what this means to you as a Quest partner. This agree |
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| July 2, 2012 |
Form 8-K 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): June 30, 2012 Quest Software, Inc. (Exact name of registrant as specified in charter) Delaware 000-26937 33-0231678 (State or other jurisdiction of incorporation or organizat |
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| July 2, 2012 |
1 FAQ Document Dell to Acquire Quest Software Exhibit 99.8 FAQ Document Dell to Acquire Quest Software Partner FAQ Document Announcement and deal rationale 1. What is Quest announcing? On June 30, 2012, Dell and Quest signed a definitive agreement for Dell to acquire Quest, an award-winning IT management software provider offering a broad selection of solutions that solve the most common and challenging IT problems. 2. Why is Dell acquiring Q |
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| July 2, 2012 |
DELL TO ACQUIRE QUEST SOFTWARE Exhibit 99.1 NEWS For Immediate Release DELL TO ACQUIRE QUEST SOFTWARE • Award-winning Quest bolsters Dell competitive position in delivering end-to-end IT solutions. • Strong strategic fit with Dell’s software group; extends existing capabilities in systems management, security, data protection and workspace management. ROUND ROCK, Texas and ALISO VIEJO, Calif., July 2, 2012 — Dell and Quest Soft |
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| July 2, 2012 |
Exhibit 10.3 Execution Version MERGER TERMINATION AGREEMENT This Merger Termination Agreement (this “Agreement”) is entered into as of June 30, 2012 by and among Expedition Holding Company, Inc., a Delaware corporation (“Parent”), Expedition Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Quest Software, Inc., a Delaware corporation (“Quest”). R |
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| July 2, 2012 |
Form 8-K 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): June 30, 2012 Quest Software, Inc. (Exact name of registrant as specified in charter) Delaware 000-26937 33-0231678 (State or other jurisdiction of incorporation or organizat |
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| July 2, 2012 |
1 Employee Letter Dell to Acquire Quest Software EX-99.3 8 d372322dex993.htm INTERNAL EMPLOYEE ANNOUNCEMENT Exhibit 99.3 Employee Letter Dell to Acquire Quest Software Dear Quest Employees: This morning a press release went out announcing that we have entered into a definitive agreement for Dell to acquire Quest Software. Although this is different than the transaction we first announced, I believe that this acquisition will be a positive move f |
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| July 2, 2012 |
PROMISSORY NOTE $13,300,000 New York, New York July 2, 2012 EX-10.1 3 d372322dex101.htm PROMISSORY NOTE MADE BY QUEST SOFTWARE, INC. IN FAVOR OF DELL INC. Exhibit 10.1 PROMISSORY NOTE $13,300,000 New York, New York July 2, 2012 FOR VALUE RECEIVED, Quest Software, Inc., a Delaware corporation (“Borrower”), hereby promises to pay to the order of Dell Inc., a Delaware corporation (“Lender”), the principal sum of thirteen million three hundred thousand ($13,30 |
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| June 25, 2012 |
Quest Software Announces Receipt of Superior Proposal to Acquire the Company for $27.50 Per Share Press Release Exhibit 99.1 Quest Software Announces Receipt of Superior Proposal to Acquire the Company for $27.50 Per Share ALISO VIEJO, Calif. – Monday, June 25, 2012 – Quest Software, Inc. (NASDAQ: QSFT) (the “Company” or “Quest”) announced the receipt of a proposal from a strategic bidder to acquire all of the outstanding shares of Quest common stock for $27.50 per share in cash. The Company’s |
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| June 25, 2012 |
Financial Statements and Exhibits, Other Events - FORM 8-K Form 8-K 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): June 25, 2012 Quest Software, Inc. (Exact name of registrant as specified in charter) Delaware 000-26937 33-0231678 (State or other jurisdiction of incorporation or organizat |
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| June 25, 2012 |
Form 8-K 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): June 25, 2012 Quest Software, Inc. (Exact name of registrant as specified in charter) Delaware 000-26937 33-0231678 (State or other jurisdiction of incorporation or organizat |
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| June 25, 2012 |
Quest Software Announces Receipt of Superior Proposal to Acquire the Company for $27.50 Per Share Press Release Exhibit 99.1 Quest Software Announces Receipt of Superior Proposal to Acquire the Company for $27.50 Per Share ALISO VIEJO, Calif. – Monday, June 25, 2012 – Quest Software, Inc. (NASDAQ: QSFT) (the “Company” or “Quest”) announced the receipt of a proposal from a strategic bidder to acquire all of the outstanding shares of Quest common stock for $27.50 per share in cash. The Company’s |
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| June 22, 2012 |
Revised Debt Commitment Letter Exhibit 99.13 EXECUTION VERSION J.P. MORGAN SECURITIES LLC 383 Madison Avenue New York, New York 10179 JPMORGAN CHASE BANK, N.A. 270 Park Avenue New York, New York 10017 ROYAL BANK OF CANADA Three World Financial Center 200 Vesey Street, 9th Floor New York, New York 10281 BARCLAYS CAPITAL 745 Seventh Avenue New York, NY 10019 CONFIDENTIAL June 19, 2012 Expedition Hol |
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| June 22, 2012 |
Joint Filing Agreement Exhibit 99.1 JOINT FILING AGREEMENT The undersigned acknowledge and agreed that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknow |
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| June 22, 2012 |
AMENDED AND RESTATED TRANSACTION SUPPORT AGREEMENT Amended and Restated Transaction Support Agreement Exhibit 99.15 AMENDED AND RESTATED TRANSACTION SUPPORT AGREEMENT This Amended and Restated Transaction Support Agreement (this “Agreement”), dated June 19, 2012, is by and among Insight Venture Partners VII, L.P., Insight Venture Partners (Cayman) VII, L.P., Insight Venture Partners (Co-Investors) VII, L.P., Insight Venture Partners (Delaware) VII |
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| June 22, 2012 |
Schedule 13D Amendment No. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1)* Under the Securities Exchange Act of 1934* QUEST SOFTWARE, INC. (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities) 74834T-10-3 (CUSIP Number) Blair Flicker, Esq. c/o Insight Venture Management, LLC 680 Fifth Avenue, 8th Floor New York, New Yor |
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| June 22, 2012 |
Revised Equity Commitment Letter Exhibit 99.12 June 19, 2012 Expedition Holding Company, Inc. c/o Insight Venture Management, LLC 680 Fifth Avenue, 8th Floor New York, New York 10019 Ladies and Gentlemen: This letter agreement (this “Agreement”) sets forth the commitment of certain funds managed by Insight Venture Management, LLC, which are party hereto (the “Insight Funds”) and a certain fund man |
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| June 20, 2012 |
EX-10.2 4 d369858dex102.htm LIMITED GUARANTY Exhibit 10.2 LIMITED GUARANTY Limited Guaranty, dated as of June 19, 2012 (this “Limited Guaranty”), by Insight Venture Partners VII, L.P., a Cayman Islands limited partnership, Insight Venture Partners (Cayman) VII, L.P., a Cayman Islands limited partnership, Insight Venture Partners VII (Co-Investors), L.P., a Cayman Islands limited partnership, Insig |
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| June 20, 2012 |
EX-10.1 3 d369858dex101.htm LETTER AGREEMENT Exhibit 10.1 June 19, 2012 Expedition Holding Company, Inc. c/o Insight Venture Management, LLC 680 Fifth Avenue, 8th Floor New York, New York 10019 Ladies and Gentlemen: This letter agreement (this “Agreement”) sets forth the commitment of the undersigned (the “Equity Providers”), subject to the terms and conditions contained herein, to transfer, contr |
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| June 20, 2012 |
AMENDMENT NO. 1 TO VOTING AGREEMENT EX-10.3 5 d369858dex103.htm AMENDMENT NO. 1 TO VOTING AGREEMENT Exhibit 10.3 AMENDMENT NO. 1 TO VOTING AGREEMENT AMENDMENT NO. 1 TO VOTING AGREEMENT (this “Amendment”), dated as of June 19, 2012 among Quest Software, Inc., a Delaware corporation (the “Company”) and Vincent Smith (the “Executive”), the Vincent C. Smith Annuity Trust 2010-1, the Vincent C. Smith Annuity Trust 2010-2, Vincent C. Smit |
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| June 20, 2012 |
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER EX-2.1 2 d369858dex21.htm AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER Exhibit 2.1 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of June 19, 2012 among Expedition Holding Company, Inc., a Delaware corporation (“Parent”), Expedition Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Mer |
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| June 20, 2012 |
EX-10.1 3 d369858dex101.htm LETTER AGREEMENT Exhibit 10.1 June 19, 2012 Expedition Holding Company, Inc. c/o Insight Venture Management, LLC 680 Fifth Avenue, 8th Floor New York, New York 10019 Ladies and Gentlemen: This letter agreement (this “Agreement”) sets forth the commitment of the undersigned (the “Equity Providers”), subject to the terms and conditions contained herein, to transfer, contr |
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| June 20, 2012 |
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER Exhibit 2.1 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of June 19, 2012 among Expedition Holding Company, Inc., a Delaware corporation (“Parent”), Expedition Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Quest Software, Inc., a Delaware corporation (the “Company” |
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| June 20, 2012 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K Form 8-K 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): June 19, 2012 Quest Software, Inc. (Exact name of registrant as specified in charter) Delaware 000-26937 33-0231678 (State or other jurisdiction of incorporation or organizat |
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| June 20, 2012 |
DEFA14A 1 d369858d8k.htm FORM 8-K 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): June 19, 2012 Quest Software, Inc. (Exact name of registrant as specified in charter) Delaware 000-26937 33-0231678 (State or other jurisdiction of i |
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| June 20, 2012 |
Press Release Exhibit 99.1 Quest Software, Insight Venture Partners and Vector Capital Enter Into Amendment to Merger Agreement • Increases Consideration to $25.75 Per Share ALISO VIEJO, Calif. – Tuesday, June 19, 2012 – Quest Software, Inc. (NASDAQ: QSFT) (the “Company” or “Quest”) announced that it has entered into an amendment to its previously announced merger agreement (the “Insight Merger Ag |
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| June 20, 2012 |
AMENDMENT NO. 1 TO VOTING AGREEMENT Exhibit 10.3 AMENDMENT NO. 1 TO VOTING AGREEMENT AMENDMENT NO. 1 TO VOTING AGREEMENT (this “Amendment”), dated as of June 19, 2012 among Quest Software, Inc., a Delaware corporation (the “Company”) and Vincent Smith (the “Executive”), the Vincent C. Smith Annuity Trust 2010-1, the Vincent C. Smith Annuity Trust 2010-2, Vincent C. Smith Annuity Trust 2011-1 and Teach a Man to Fish Foundation (each |
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| June 20, 2012 |
Exhibit 10.2 LIMITED GUARANTY Limited Guaranty, dated as of June 19, 2012 (this “Limited Guaranty”), by Insight Venture Partners VII, L.P., a Cayman Islands limited partnership, Insight Venture Partners (Cayman) VII, L.P., a Cayman Islands limited partnership, Insight Venture Partners VII (Co-Investors), L.P., a Cayman Islands limited partnership, Insight Venture Partners (Delaware) VII, L.P., a D |
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| June 20, 2012 |
EX-99.1 6 d369858dex991.htm PRESS RELEASE Exhibit 99.1 Quest Software, Insight Venture Partners and Vector Capital Enter Into Amendment to Merger Agreement • Increases Consideration to $25.75 Per Share ALISO VIEJO, Calif. – Tuesday, June 19, 2012 – Quest Software, Inc. (NASDAQ: QSFT) (the “Company” or “Quest”) announced that it has entered into an amendment to its previously announced merger agree |
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| June 14, 2012 |
DEFA14A 1 d367221d8k.htm FORM 8-K 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): June 14, 2012 Quest Software, Inc. (Exact name of registrant as specified in charter) Delaware 000-26937 33-0231678 (State or other jurisdiction of i |
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| June 14, 2012 |
Quest Software Announces Receipt of Superior Proposal EX-99.1 2 d367221dex991.htm PRESS RELEASE Exhibit 99.1 Quest Software Announces Receipt of Superior Proposal ALISO VIEJO, Calif., Thursday, June 14, 2012 – Quest Software, Inc. (NASDAQ: QSFT) (the “Company” or “Quest”) announced the receipt of a proposal from a strategic bidder to acquire all of the outstanding shares of Quest common stock for $25.50 per share in cash. Following the recommendation |
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| June 14, 2012 |
Financial Statements and Exhibits, Other Events 8-K 1 d367221d8k.htm FORM 8-K 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): June 14, 2012 Quest Software, Inc. (Exact name of registrant as specified in charter) Delaware 000-26937 33-0231678 (State or other jurisdiction of incor |
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| June 14, 2012 |
Quest Software Announces Receipt of Superior Proposal Press Release Exhibit 99.1 Quest Software Announces Receipt of Superior Proposal ALISO VIEJO, Calif., Thursday, June 14, 2012 – Quest Software, Inc. (NASDAQ: QSFT) (the “Company” or “Quest”) announced the receipt of a proposal from a strategic bidder to acquire all of the outstanding shares of Quest common stock for $25.50 per share in cash. Following the recommendation of the special committee of |
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| May 10, 2012 |
Financial Statement Schedule Exhibit 99.3 QUEST SOFTWARE, INC. AND SUBSIDIARIES FINANCIAL STATEMENT SCHEDULE SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS Description Balance at Beginning of Period Acquired Balances Charges, Costs and Expenses Additions/ Deductions Balance at End of Period (In Thousands) Year ended December 31, 2011: Allowance for bad debt $ 509 $ 140 $ 131 $ (171 ) $ 609 Allowanc |
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| May 10, 2012 |
DEFA14A 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) May 10, 2012 Quest Software, Inc. (Exact name of registrant as specified in its charter) Delaware 000-26937 33-0231678 (State or other jurisdiction (Commission (IRS Employer of |
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| May 10, 2012 |
QUEST SOFTWARE REPORTS FIRST QUARTER 2012 RESULTS First Quarter Revenues of $212.2 Million EX-99.1 3 d347493dex991.htm PRESS RELEASE Exhibit 99.1 NEWS For Immediate Release Editorial Contact: Tracy Benelli 949-754-8633 [email protected] Investor Contacts: Stephen Wideman 949-754-8142 [email protected] QUEST SOFTWARE REPORTS FIRST QUARTER 2012 RESULTS First Quarter Revenues of $212.2 Million ALISO VIEJO, Calif., May 10, 2012 – Quest Software, Inc. (Nasdaq: QSFT) today repor |
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| May 10, 2012 |
EX-99.3 5 d347493dex993.htm FINANCIAL STATEMENT SCHEDULE Exhibit 99.3 QUEST SOFTWARE, INC. AND SUBSIDIARIES FINANCIAL STATEMENT SCHEDULE SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS Description Balance at Beginning of Period Acquired Balances Charges, Costs and Expenses Additions/ Deductions Balance at End of Period (In Thousands) Year ended December 31, 2011: Allowance for bad debt $ 509 $ 140 $ |
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| May 10, 2012 |
EX-99.2 4 d347493dex992.htm CONSOLIDATED FINANCIAL STATEMENTS Exhibit 99.2 CONSOLIDATED FINANCIAL STATEMENTS AND REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM QUEST SOFTWARE, INC. AND SUBSIDIARIES December 31, 2011, 2010 and 2009 (AS CORRECTED) F-1 QUEST SOFTWARE, INC. AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2011, 2010 and 2009 Page Report of Independent |
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| May 10, 2012 |
Form 8-K 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) May 10, 2012 Quest Software, Inc. (Exact name of registrant as specified in its charter) Delaware 000-26937 33-0231678 (State or other jurisdiction (Commission (IRS Employer o |
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| May 10, 2012 |
QUEST SOFTWARE REPORTS FIRST QUARTER 2012 RESULTS First Quarter Revenues of $212.2 Million Exhibit 99.1 NEWS For Immediate Release Editorial Contact: Tracy Benelli 949-754-8633 [email protected] Investor Contacts: Stephen Wideman 949-754-8142 [email protected] QUEST SOFTWARE REPORTS FIRST QUARTER 2012 RESULTS First Quarter Revenues of $212.2 Million ALISO VIEJO, Calif., May 10, 2012 – Quest Software, Inc. (Nasdaq: QSFT) today reported financial results for the quarter ende |
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| May 10, 2012 |
10-Q 1 d314998d10q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2012 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COM |
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| May 10, 2012 |
Exhibit 99.2 CONSOLIDATED FINANCIAL STATEMENTS AND REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM QUEST SOFTWARE, INC. AND SUBSIDIARIES December 31, 2011, 2010 and 2009 (AS CORRECTED) F-1 QUEST SOFTWARE, INC. AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2011, 2010 and 2009 Page Report of Independent Registered Public Accounting Firm F-3 Consolidated Financial S |
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| May 9, 2012 |
DEFA14A 1 d349917d8k.htm FORM 8-K 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): May 9, 2012 Quest Software, Inc. (Exact name of registrant as specified in charter) Delaware 000-26937 33-0231678 (State or other jurisdiction of inc |
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| May 9, 2012 |
Financial Statements and Exhibits, Other Events 8-K 1 d349917d8k.htm FORM 8-K 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): May 9, 2012 Quest Software, Inc. (Exact name of registrant as specified in charter) Delaware 000-26937 33-0231678 (State or other jurisdiction of incorpo |
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| May 9, 2012 |
Press Release Exhibit 99.1 QUEST SOFTWARE ANNOUNCES END OF “GO-SHOP” PERIOD; BOARD SPECIAL COMMITTEE DESIGNATES MULTIPLE PARTIES AS QUALIFIED GO-SHOP BIDDERS ALISO VIEJO, Calif., May 9, 2012 – Quest Software, Inc. (Nasdaq: QSFT) (the “Company”) today announced the expiration of the 60-day “go-shop” period provided for under the terms of the previously announced merger agreement (the “Merger Agreem |
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| May 9, 2012 |
EX-99.1 2 d349917dex991.htm PRESS RELEASE Exhibit 99.1 QUEST SOFTWARE ANNOUNCES END OF “GO-SHOP” PERIOD; BOARD SPECIAL COMMITTEE DESIGNATES MULTIPLE PARTIES AS QUALIFIED GO-SHOP BIDDERS ALISO VIEJO, Calif., May 9, 2012 – Quest Software, Inc. (Nasdaq: QSFT) (the “Company”) today announced the expiration of the 60-day “go-shop” period provided for under the terms of the previously announced merger a |
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| April 30, 2012 |
Annual Report - AMENDMENT NO.1 TO FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2011 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to . Commissi |
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| April 12, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Rule 13E-100) RULE 13E-3 TRANSACTION STATEMENT Under Section 13(e) of the Securities Exchange Act of 1934 Quest Software, Inc. (Name of Issuer) QUEST SOFTWARE, INC. EXPEDITION HOLDING COMPANY, INC. EXPEDITION MERGER SUB, INC. INSIGHT VENTURE PARTNERS VII, L.P. INSIGHT VENTURE PARTNERS (CAYMAN) VII, L.P. INSIGHT |
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| April 12, 2012 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defi |
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| April 12, 2012 |
Project Castle Fairness Materials Fairness Materials March 8, 2012 Project Castle Exhibit (c)(2) Portions of this Exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. |
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| March 23, 2012 |
Form 8-K 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. |
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| March 23, 2012 |
DEFA14A 1 d322969d8k.htm FORM 8-K 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 (Co |
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| March 19, 2012 |
EX-99.2 3 d318396dex992.htm TRANSACTION SUPPORT AGREEMENT Exhibit 99.2 EXECUTION VERSION TRANSACTION SUPPORT AGREEMENT This Transaction Support Agreement (this “Agreement”), dated March 8, 2012, is by and among Insight Venture Partners VII, L.P., Insight Venture Partners (Cayman) VII, L.P., Insight Venture Partners (Co-Investors) VII, L.P., Insight Venture Partners (Delaware) VII, L.P., and Insigh |
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| March 19, 2012 |
EX-99.6 6 d318396dex996.htm DEBT COMMITMENT LETTER, DATED AS OF MARCH 8, 2012, BY AND AMONG JP MORGAN CHASE Exhibit 99.6 EXECUTION VERSION J.P. MORGAN SECURITIES LLC 383 Madison Avenue New York, New York 10179 JPMORGAN CHASE BANK, N.A. 270 Park Avenue New York, New York 10017 ROYAL BANK OF CANADA Three World Financial Center 200 Vesey Street, 9th Floor New York, New York 10281 BARCLAYS CAPITAL 745 |
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| March 19, 2012 |
EX-99.1 2 d318396dex991.htm JOINT FILING AGREEMENT, DATED MARCH 19, 2012. Exhibit 99.1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing addition |
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| March 19, 2012 |
EX-99.3 4 d318396dex993.htm ROLLOVER COMMITMENT LETTER, DATED AS OF MARCH 8, 2012 Exhibit 99.3 EXECUTION VERSION March 8, 2012 Expedition Holding Company, Inc. c/o Insight Venture Management, LLC 680 Fifth Avenue, 8th Floor New York, New York 10019 Ladies and Gentlemen: This letter agreement (this “Agreement”) sets forth the commitment of the undersigned (the “Equity Providers”), subject to the te |
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| March 19, 2012 |
QSFT / Quest Software Inc / Insight Holdings Group, LLC - SCHEDULE 13D Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* QUEST SOFTWARE, INC. (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities) 74834T-10-3 (CUSIP Number) Blair Flicker, Esq. c/o Insight Venture Management, LLC 680 Fifth Avenue, 8th Floor New York, New York 10019 (212) 230-9200 With copies to: Gordon R. |
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| March 19, 2012 |
Equity Commitment Letter, dated as of March 8, 2012 Exhibit 99.5 EXECUTION VERSION March 8, 2012 Expedition Holding Company, Inc. c/o Insight Venture Management, LLC 680 Fifth Avenue, 8th Floor New York, New York 10019 Ladies and Gentlemen: This letter agreement (this “Agreement”) sets forth the commitment of certain funds managed by Insight Venture Management, LLC, which are party hereto (the “In |
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| March 9, 2012 |
5 Polaris Way, Aliso Viejo, CA 92656 | T 949.754.8000 | F 949.754.8999 | www.quest.com Exhibit 99.6 March 9, 2012 Dear Quest Partner: As a valued partner, I am writing to inform you that today Quest entered into an agreement with Insight Venture Partners to become a privately held company. The details of this announcement can be found in our press release and accompanying Frequently Asked Questions (FAQs). In addition, I would like to share my perspective and explain how this news w |
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| March 9, 2012 |
Exhibit 99.1 Quest Software Enters Into Agreement with Insight Venture Partners to Become Private Company in Transaction Valued at $2.0 Billion Quest Shareholders to Receive $23.00 cash per share 60-day “Go-shop” period to solicit alternative proposals ALISO VIEJO, Calif. – Friday, March 9, 2012 – Quest Software, Inc. (NASDAQ: QSFT) (the “Company” or “Quest”), today announced that it had entered i |
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| March 9, 2012 |
Agreement & Plan of Merger Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER Dated as of March 8, 2012 among Expedition Holding Company, Inc., Expedition Merger Sub, Inc. and Quest Software, Inc. TABLE OF CONTENTS Page ARTICLE I The Merger 2 Section 1.1 The Merger 2 Section 1.2 Closing 2 Section 1.3 Effective Time 2 Section 1.4 Effects of the Merger 3 Section 1.5 Certificate of Incorporat |
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| March 9, 2012 |
QUEST SOFTWARE, INC. CHANGE IN CONTROL SEVERANCE PLAN Exhibit 10.3 QUEST SOFTWARE, INC. CHANGE IN CONTROL SEVERANCE PLAN SECTION 1. Purpose. The purpose of this Change in Control Severance Plan (this “Plan”) is to encourage certain management-level employees of Quest Software, Inc. (the “Company”) to focus on the best interests of our stockholders during the critical time period surrounding a potential change in control of the Company by providing se |
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| March 9, 2012 |
EX-99.5 10 d315568dex995.htm CUSTOMER FAQ Exhibit 99.5 Customer FAQ Document 1. What did Quest announce today? Quest has entered into an agreement with Insight Venture Partners to take the Company private. 2. What does it mean to “go private”? What will happen to current management? The Company will no longer trade on a stock exchange but will instead be owned by a small number of investors, inclu |
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| March 9, 2012 |
EX-99.7 12 d315568dex997.htm PARTNER FAQ Exhibit 99.7 Partner FAQ Document 1. What did Quest Software announce today? Quest has entered into an agreement with Insight Venture Partners to take the Company private. 2. What does it mean to “go private”? What will happen to current management? The Company will no longer trade on a stock exchange but will instead be owned by a small number of investors |
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| March 9, 2012 |
Partner FAQ Exhibit 99.7 Partner FAQ Document 1. What did Quest Software announce today? Quest has entered into an agreement with Insight Venture Partners to take the Company private. 2. What does it mean to “go private”? What will happen to current management? The Company will no longer trade on a stock exchange but will instead be owned by a small number of investors, including Insight Venture P |
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| March 9, 2012 |
Exhibit 10.2 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 8, 2012 (this “Agreement”), among Quest Software, Inc., a Delaware corporation (the “Company”), and Vincent Smith (the “Executive”), the Vincent C. Smith Annuity Trust 2010-1, the Vincent C. Smith Annuity Trust 2010-2 and the Vincent C. Smith Annuity Trust 2011-1 (each a “Stockholder” and collectively, the “Stockholders”). RECITALS |
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| March 9, 2012 |
Limited Guaranty Exhibit 10.1 EXECUTION VERSION LIMITED GUARANTY Limited Guaranty, dated as of March 8, 2012 (this “Limited Guaranty”), by Insight Venture Partners VII, L.P., a Cayman Islands limited partnership, Insight Venture Partners (Cayman) VII, L.P., a Cayman Islands limited partnership, Insight Venture Partners VII (Co-Investors), L.P., a Cayman Islands limited partnership, Insight Venture |
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| March 9, 2012 |
Exhibit 10.2 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 8, 2012 (this “Agreement”), among Quest Software, Inc., a Delaware corporation (the “Company”), and Vincent Smith (the “Executive”), the Vincent C. Smith Annuity Trust 2010-1, the Vincent C. Smith Annuity Trust 2010-2 and the Vincent C. Smith Annuity Trust 2011-1 (each a “Stockholder” and collectively, the “Stockholders”). RECITALS |
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| March 9, 2012 |
Exhibit 99.2 Dear Employees, You may have already heard the news today that Quest entered into an agreement with Insight Venture Partners to become a privately held company. I’ve attached to this email the news release and an FAQ which provide more detail about the agreement. I also wanted to share my perspective and to explain why I believe this is good news. From an operations perspective, we ex |
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| March 9, 2012 |
EX-99.3 8 d315568dex993.htm EMPLOYEE FAQ Exhibit 99.3 Employee FAQ Document 1. What did Quest announce today? Quest has entered into an agreement with Insight Venture Partners to take the Company private. 2. What does it mean to “go private”? What will happen to current management? The Company will no longer trade on a stock exchange but will instead be owned by a small number of investors, includ |
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| March 9, 2012 |
QUEST SOFTWARE, INC. CHANGE IN CONTROL SEVERANCE PLAN Exhibit 10.3 QUEST SOFTWARE, INC. CHANGE IN CONTROL SEVERANCE PLAN SECTION 1. Purpose. The purpose of this Change in Control Severance Plan (this “Plan”) is to encourage certain management-level employees of Quest Software, Inc. (the “Company”) to focus on the best interests of our stockholders during the critical time period surrounding a potential change in control of the Company by providing se |
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| March 9, 2012 |
5 Polaris Way, Aliso Viejo, CA 92656 | T 949.754.8000 | F 949.754.8999 | www.quest.com EX-99.4 9 d315568dex994.htm CUSTOMER LETTER Exhibit 99.4 March 9, 2012 Dear Quest Customer, As a valued customer, I wanted to inform you that today Quest entered into an agreement with Insight Venture Partners to become a privately held company. The details of this announcement can be found in our press release and accompanying Frequently Asked Questions (FAQs). In addition, I would like to share |
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| March 9, 2012 |
Agreement & Plan of Merger Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER Dated as of March 8, 2012 among Expedition Holding Company, Inc., Expedition Merger Sub, Inc. and Quest Software, Inc. TABLE OF CONTENTS Page ARTICLE I The Merger 2 Section 1.1 The Merger 2 Section 1.2 Closing 2 Section 1.3 Effective Time 2 Section 1.4 Effects of the Merger 3 Section 1.5 Certificate of Incorporat |
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| March 9, 2012 |
EX-99.3 8 d315568dex993.htm EMPLOYEE FAQ Exhibit 99.3 Employee FAQ Document 1. What did Quest announce today? Quest has entered into an agreement with Insight Venture Partners to take the Company private. 2. What does it mean to “go private”? What will happen to current management? The Company will no longer trade on a stock exchange but will instead be owned by a small number of investors, includ |
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| March 9, 2012 |
EX-99.2 7 d315568dex992.htm INTERNAL EMPLOYEE ANNOUNCEMENT Exhibit 99.2 Dear Employees, You may have already heard the news today that Quest entered into an agreement with Insight Venture Partners to become a privately held company. I’ve attached to this email the news release and an FAQ which provide more detail about the agreement. I also wanted to share my perspective and to explain why I belie |
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| March 9, 2012 |
Form 8-K 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 8, 2012 Quest Software, Inc. (Exact name of registrant as specified in charter) Delaware 000-26937 33-0231678 (State or other jurisdiction of incorporation or organizat |
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| March 9, 2012 |
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 8, 2012 Quest Software, Inc. (Exact name of registrant as specified in charter) Delaware 000-26937 33-0231678 (State or other jurisdiction of incorporation or organization) (Com |
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| March 9, 2012 |
EX-99.5 10 d315568dex995.htm CUSTOMER FAQ Exhibit 99.5 Customer FAQ Document 1. What did Quest announce today? Quest has entered into an agreement with Insight Venture Partners to take the Company private. 2. What does it mean to “go private”? What will happen to current management? The Company will no longer trade on a stock exchange but will instead be owned by a small number of investors, inclu |
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| March 9, 2012 |
5 Polaris Way, Aliso Viejo, CA 92656 | T 949.754.8000 | F 949.754.8999 | www.quest.com Partner Letter Exhibit 99.6 March 9, 2012 Dear Quest Partner: As a valued partner, I am writing to inform you that today Quest entered into an agreement with Insight Venture Partners to become a privately held company. The details of this announcement can be found in our press release and accompanying Frequently Asked Questions (FAQs). In addition, I would like to share my perspective and explain |
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| March 9, 2012 |
Exhibit 99.1 Quest Software Enters Into Agreement with Insight Venture Partners to Become Private Company in Transaction Valued at $2.0 Billion Quest Shareholders to Receive $23.00 cash per share 60-day “Go-shop” period to solicit alternative proposals ALISO VIEJO, Calif. – Friday, March 9, 2012 – Quest Software, Inc. (NASDAQ: QSFT) (the “Company” or “Quest”), today announced that it had entered i |
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| March 9, 2012 |
5 Polaris Way, Aliso Viejo, CA 92656 | T 949.754.8000 | F 949.754.8999 | www.quest.com Customer Letter Exhibit 99.4 March 9, 2012 Dear Quest Customer, As a valued customer, I wanted to inform you that today Quest entered into an agreement with Insight Venture Partners to become a privately held company. The details of this announcement can be found in our press release and accompanying Frequently Asked Questions (FAQs). In addition, I would like to share my perspective and explain h |
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| March 9, 2012 |
Exhibit 10.1 EXECUTION VERSION LIMITED GUARANTY Limited Guaranty, dated as of March 8, 2012 (this “Limited Guaranty”), by Insight Venture Partners VII, L.P., a Cayman Islands limited partnership, Insight Venture Partners (Cayman) VII, L.P., a Cayman Islands limited partnership, Insight Venture Partners VII (Co-Investors), L.P., a Cayman Islands limited partnership, Insight Venture Partners (Delawa |
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| February 29, 2012 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2011 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to . Commission File No. 000-2693 |
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| February 29, 2012 |
Subsidiaries of the Registrant Exhibit 21.1 Subsidiaries of Quest Software, Inc. Name Jurisdiction of Organization 1397639 ONTARIO, LTD Canada 881229 ALBERTA ULC Canada ACTIVE CONCEPTS INC. California ACTIVE CONCEPTS PTY LTD Australia AELITA SOFTWARE (UK) LTD UK AELITA SOFTWARE CORPORATION Delaware BAKBONE SOFTWARE GMBH Germany BAKBONE SOFTWARE INDIA PVT. LTD. India BAKBONE SOFTWARE SARL France BA |
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| February 14, 2012 |
QSFT / Quest Software Inc / Smith Vincent C - AMENDMENT NO. 13 TO SCHEDULE 13G Passive Investment SC 13G/A 1 d301704dsc13ga.htm AMENDMENT NO. 13 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 13)* QUEST SOFTWARE, INC. (Name of Issuer) COMMON STOCK, par value $0.001 per share (Title of Class of Securities) 74834 T 10 3 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Fi |
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| February 14, 2012 |
8-K 1 d300971d8k.htm FORM 8-K 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) February 14, 2012 Quest Software, Inc. (Exact name of registrant as specified in its charter) Delaware 000-26937 33-0231678 (State or other jurisdiction o |
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| February 14, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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) February 14, 2012 Quest Software, Inc. (Exact name of registrant as specified in its charter) Delaware 000-26937 33-0231678 (State or other jurisdiction of incorporation) (Commission F |
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| February 14, 2012 |
Press Release Exhibit 99.1 NEWS For Immediate Release Editorial Contact: Tracy Benelli 949-754-8633 [email protected] Investor Contacts: Thomas Patterson 949-754-8336 [email protected] Stephen Wideman 949-754-8142 [email protected] QUEST SOFTWARE REPORTS FOURTH QUARTER AND FISCAL YEAR 2011 RESULTS Fourth Quarter Revenues of $245.9 Million Fiscal Year 2011 Revenues of $857.4 |
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| February 14, 2012 |
Exhibit 99.1 Editorial Contact: Tracy Benelli 949-754-8633 [email protected] Quest Software Announces Executive Changes Vinny Smith to Return as CEO and Doug Garn to Become Vice Chairman ALISO VIEJO, Calif., Feb. 14, 2012 – Quest Software’s Board of Directors announced today that Doug Garn is stepping down from his role as President and Chief Executive Officer and the Board has named Vinny S |
