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): July 13, 2006


SAND HILL IT SECURITY ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
 
Delaware
0-50813
20-0996152
(State or other jurisdiction of
incorporation)
(Commission File Number)
(IRS Employer
Identification No.)


3000 Sand Hill Road
  
Building 1, Suite 240
  
Menlo Park, California
94025
(Address of principal executive offices)
(Zip Code)
   
Registrant’s telephone number, including area code:
(650) 926-7022

(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 (see General Instruction A.2. below):
 
x
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
Item8.01
Other Events

On July 13, 2006, Sand Hill IT Security Acquisition Corp. (the “Company”) issued a press release announcing the engagement of Advantage Proxy to solicit proxies in connection with its special meeting to be held on July 26, 2006 to approve its merger with St. Bernard Software, Inc. A copy of the press release is attached hereto as Exhibit 99.1. A copy of certain materials to be used in connection with the solicitation of proxies is attached hereto as Exhibit 99.2.

Item 9.01
Financial Statements and Exhibits

(a)
Financial statements of businesses acquired.

Not applicable.

(b)
Pro forma financial information.

Not applicable.

(c)
Exhibits.

The following exhibits are furnished in accordance with the provisions of Item 601 of Regulation S-K:

Exhibit
Number
  
Description of Exhibit
     
99.1
  
Press Release dated July 13, 2006 issued by Sand Hill IT Security Acquisition Corp.
99.2
  
Proxy Solicitation Script


2
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.

     
  SAND HILL IT SECURITY ACQUISITION CORP.
 
 		  
 		  
 
Date: July 13, 2006 By:   /s/ Humphrey P. Polanen
  Name: 
Humphrey P. Polanen  
  Title:    Chief Executive Officer