- Post-Effective Amendment to an S-8 filing (S-8 POS)
28 September 2012 - 5:13PM
Edgar (US Regulatory)
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 Amendment No. 1 to Form S-8 Registration Statement No. 333-152064
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-126585
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-125398
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-113927
Post-Effective Amendment No. 2 to Form S-8 Registration Statement No. 333-107045
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-96183
Post-Effective Amendment No. 2 to Form S-8 Registration Statement No. 333-91429
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-49668
UNDER
THE SECURITIES ACT OF 1933
QUEST
SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
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California
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33-0231678
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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5 Polaris Way
Aliso Viejo, CA 92656
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92656
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(Address of principal executive offices)
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(Zip Code)
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VKERNEL CORPORATION 2007 EQUITY INCENTIVE PLAN
2008 STOCK INCENTIVE PLAN
VINTELA, INC. 2003 STOCK OPTION PLAN
IMCEDA SOFTWARE, INC. 2004 STOCK
PLAN
AELITA SOFTWARE CORPORATION OMNIBUS STOCK OPTION PLAN
1999 EMPLOYEE STOCK PURCHASE PLAN
FOGLIGHT SOFTWARE, INC. 1998 STOCK OPTION PLAN
INTERNATIONAL EMPLOYEE
STOCK PURCHASE PLAN
ONWIRE TECHNOLOGIES, INC. 1996 STOCK OPTION/STOCK ISSUANCE PLAN
(Full title of the plan)
David P.
Cramer
Vice President, General Counsel and Secretary
Quest Software, Inc.
5 Polaris Way
Aliso Viejo, CA 92656
(Name and address of agent for service)
(949) 754-8000
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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REMOVAL OF SHARES FROM REGISTRATION
This Post-Effective Amendment (the
Post-Effective Amendment
) relates to the following Registration Statements on Form
S-8 (collectively, the
Registration Statements
):
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Registration Statement No. 333-178033 registering 136,862 shares of common stock, $.001 par value per share (
Common Stock
), of
Quest Software, Inc. (the
Company
) reserved for issuance under the VKernel Corporation 2007 Equity Incentive Plan.
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Registration Statement No. 333-152064 registering 33,267,387 shares of common stock, no par value per share, of the Company (
No Par
Common Stock
) reserved for issuance under the Companys 2008 Stock Incentive Plan.
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Registration Statement No. 333-126585 registering 1,395,155 shares of No Par Common Stock reserved for issuance under the Vintela, Inc. 2003 Stock
Option Plan.
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Registration Statement No. 333-125398 registering 324,385 shares of No Par Common Stock reserved for issuance under the IMCEDA Software, Inc. 2004
Stock Plan.
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Registration Statement No. 333-113927 registering 1,093,391 shares of No Par Common Stock reserved for issuance under the Aelita Software
Corporation Omnibus Stock Option Plan.
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Registration Statement No. 333-107045 (as previously amended by Post-Effective Amendment No. 1 No. 333-116761) registering an additional
800,000 shares of No Par Common Stock reserved for issuance under the Companys 1999 Employee Stock Purchase Plan.
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Registration Statement No. 333-96183 registering 25,602 shares of No Par Common Stock reserved for issuance under the Foglight Software, Inc. 1998
Stock Option Plan.
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Registration Statement No. 333-91429 (as previously amended by Post-Effective Amendment No. 1 No. 333-116761) registering
(i) 100,000 shares of No Par Common Stock reserved for issuance under the Companys International Employee Stock Purchase Plan and (ii) 500,000 shares of No Par Common Stock reserved for issuance under the Companys 1999 Employee
Stock Purchase Plan.
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Registration Statement No. 333-49668 registering 6,697 shares of No Par Common Stock reserved for issuance under the Onwire Technologies, Inc.
1996 Stock Option/Stock Issuance Plan.
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On June 30, 2012, the Company entered into an Agreement and
Plan of Merger (the
Merger Agreement
) with Dell Inc., a Delaware corporation (
Dell
), and Diamond Merger Sub Inc., which, at the time, was a Delaware corporation and wholly owned subsidiary of Dell
(
Merger Sub
). Pursuant to the Merger Agreement, Merger Sub was merged with and into the Company, and the Company became a wholly owned subsidiary of Dell on September 27, 2012 (the
Merger
).
In connection with the Merger, the Company has terminated any offering of the Companys securities pursuant to its existing
registration statements, including the Registration Statements. In accordance with an undertaking made by the Company in each of the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities
that had been registered for issuance that remain unsold at the termination of the offering, the Company hereby removes from registration all of such securities of the Company registered under the Registration Statements that remain unsold as of the
date of this Post-Effective Amendment.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Aliso Viejo, State of California on this 28th day of September, 2012.
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QUEST SOFTWARE, INC.
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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 Vice President and
Chief Financial Officer
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