- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
09 Août 2012 - 11:18PM
Edgar (US Regulatory)
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)
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Delaware
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000-26937
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33-0231678
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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5 Polaris Way, Aliso Viejo, California
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92656
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(Address of principal executive offices)
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(Zip Code)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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x
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.02 Results of Operations and Financial Condition.
On August 9, 2012, Quest Software, Inc. (Quest) issued a press release announcing operating results for the quarter ended June
30, 2012. This press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information
in this Current Report on Form 8-K and the exhibit 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.
On August 9, 2012, Quest issued the press release described in Item 2.02 above and attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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99.1
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Press release issued by Quest Software, Inc. on August 9, 2012.
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Additional Information and Where to Find It
This filing may be deemed to be solicitation material in respect of the proposed merger of Quest with a wholly-owned subsidiary of Dell
Inc. In connection with the proposed transaction, the Company intends to file with the Securities and Exchange Commission (the SEC) a proxy statement and intends to furnish or file other materials with the SEC in connection with the
proposed transaction. The proxy statement will be sent or given to the stockholders of the Company and will contain important information about the proposed transaction and related matters. BEFORE MAKING ANY VOTING DECISION, QUESTS
STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND THOSE OTHER MATERIALS CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO 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 website 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 the directors and executive officers of Quest is included in Quests amended Annual Report on Form 10-K/A, which was filed with the SEC on April 30, 2012.
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.
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Q
UEST
S
OFTWARE
, I
NC
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Date: August 9, 2012
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By:
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/s/ Scott J. Davidson
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Scott J. Davidson
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Senior V
ice President,
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit Number
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Exhibit Title or Description
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99.1
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Press release issued by Quest Software, Inc. on August 9, 2012.
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