sbsw_8k-120208.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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): December 2, 2008
ST.
BERNARD SOFTWARE, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-50813
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20-0996152
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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15015
Avenue of Science
San
Diego, CA 92128
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (858) 676-2277
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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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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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
1.01
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Entry
into a Material Definitive
Agreement.
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On December 2, 2008, St. Bernard
Software, Inc., a Delaware corporation (the “Company”), entered into a Separation Agreement
with Vincent Rossi, with an effective termination date of January 1, 2009 (the
“Termination
Date”), in connection with
his resignation, as further described below, of employment as the Company’s
Chief Executive Officer and Acting Chief Financial Officer. Pursuant to the
terms of the Separation Agreement, Mr. Rossi is entitled to severance
payments, which shall be equivalent to Mr. Rossi’s base salary and bonus,
totaling $225,000 (the “Cash
Severance”) over a six
month period (the “Severance
Period”), and shall be
made in the form of salary continuation in accordance with the Company’s
standard payroll schedule. Additionally, the Company will also pay Mr.
Rossi’s deferred bonus
compensation through November 30, 2008 in the amount of $137,500 (estimated to
be payable in the second payroll period of January 2009) as well as
Mr. Rossi’s health insurance premiums over a six-month period. Pursuant to
the Separation Agreement and in accordance with their terms, all outstanding
vested but unexercised stock options then held by him will remain exercisable
for a period of 90 days following his termination date.
Pursuant
to the Separation Agreement, Mr. Rossi provided a release of all claims
against the Company and agreed to refrain from certain conduct. If at anytime
during the Severance Period Mr. Rossi obtains employment, the health
insurance benefits granted by the Severance Agreement shall
terminate.
The full
text of the Separation Agreement is attached as Exhibit 10.1 to this Current
Report on Form 8-K and is incorporated by reference herein.
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Item
5.02
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Departure of
Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
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Resignation
of Officer and Director
On
December 2, 2008, Mr. Vincent Rossi announced that he will resign from his
position as Chief Executive Officer, Interim Chief Financial Officer and
director of the Company, effective January 1, 2009. There was no disagreement
between Mr. Vincent Rossi and the Company at the time of his
resignation.
Appointment
of Officer
The Board
of Directors appointed Louis Ryan to assume the positions of Interim Chief
Executive Officer and Interim Chief Financial Officer of the Company until a
replacement is found. The appointment is effective January 1,
2009.
Mr. Ryan,
age 53, became a member of the Board of Directors of the Company upon completion
of the merger of St. Bernard Software, Inc. with the Company (when the Company
was known as “Sand Hill IT Security Acquisition Corp.”) in July 2006. Mr. Ryan
currently serves as the Chairman of the Board of Directors of the Company. Since
2003, Mr. Ryan has been a venture partner with Sand Hill Capital and has served
as the executive chairman of HydroPoint Data Systems, Inc. and SprayCool, a
provider of high performance electronic system cooling and packaging solutions
for military and commercial applications. From 2003 to May 2006, he served as
the executive chairman of Network Chemistry. From January 1997 to June 2003, Mr.
Ryan was president and chief executive officer and a director of Entercept
Security Technologies Inc. (which was sold to Network Associates Technology,
Inc. in 2003), a network security software company. From 1988 to 1995, Mr. Ryan
was co-founder and executive vice president of Delrina Corporation, a publicly
traded software company, which was sold in 1995 to Symantec Corporation. Mr.
Ryan was also an early investor and board member of Foundstone, a vulnerability
management supplier acquired by McAfee, Inc. in August 2004. Mr. Ryan also
serves on the board of Certicom Corporation, and is an advisor to Sand Hill
Capital and DiamondHead Ventures.
As of the
date of this report, the Company and Mr. Ryan are negotiating the terms of his
employment agreement. The Company anticipates a written employment
agreement will be entered into within the next 30 days hereof at which time the
terms of such employment agreement will be made available under an amendment to
this Form 8-K.
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Item
9.01
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Financial Statements and
Exhibits.
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Exhibit
Number
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Description
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10.1
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Separation
Agreement between St. Bernard Software, Inc. and Vincent Rossi, dated
December 2, 2008.
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SIGNATURE
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, thereunto
duly authorized.
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ST. BERNARD SOFTWARE, INC.
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Dated:
December 4, 2008
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By:
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/s/
Louis E. Ryan
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Louis
E. Ryan
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Interim
Chief Executive Officer and Interim Chief Financial
Officer
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