8-K 1 d8k.htm FORM 8-K Form 8-K



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) November 18, 2006

Quest Software, Inc.

(Exact name of registrant as specified in its charter)


California   000-26937   33-0231678

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)


5 Polaris Way, Aliso Viejo, California   92656
(Address of principal executive offices)   (Zip Code)

Registrant’s 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:


¨ 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On November 18, 2006, the Board of Directors of Quest Software, Inc. (the “Company”), upon the recommendation of the Special Committee formed to investigate the Company’s historical stock option grant practices and related accounting, unanimously accepted the resignation, effective immediately, of M. Brinkley Morse, Senior Vice President, Corporate Development of the Company. Prior to his resignation, Mr. Morse’s counsel had informed the Special Committee that Mr. Morse declined to be interviewed by the Special Committee as part of its investigation.


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.


Date: November 24, 2006     By:   /S/ J. MICHAEL VAUGHN
        J. Michael Vaughn
        Vice President, General Counsel