stbernard_8k-062309.htm
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): June 23, 2009
__________________________
ST.
BERNARD SOFTWARE, INC.
(Exact
Name of Registrant as Specified in its Charter)
__________________________
|
Delaware
|
0-50813
|
20-0996152
|
|
(State or Other
Jurisdiction of
Incorporation or
Organization)
|
(Commission File
Number)
|
(I.R.S. Employer
Identification
No.)
|
15015
Avenue of Science
San
Diego, California 92128
(Address
of Principal Executive Offices) (Zip Code)
(858)
676-2277
(Registrant’s
telephone number,
including
area code)
_______________________________________________
(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:
o 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))
Item
5.02 Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangement of Certain Officers.
(a) On
June 23, 2009, the management of St. Bernard Software, Inc. (the “Company”),
received a letter, dated June 23, 2009 (the “Resignation Letter”), from Scott
Broomfield, a member of the Board of Directors of the Company (the “Board”),
indicating that he was resigning from the Board effective immediately due to
fundamental and irreconcilable differences. At the time of his
resignation, Mr. Broomfield served on the Company’s Nominating and Corporate
Governance and Compensation Committees and was chairman of the Audit
Committee.
Although the Resignation Letter does
not explicitly state the nature of the disagreement, the Company believes the
disagreement with Mr. Broomfield involves certain aspects of the Company’s
strategic and operational direction.
Throughout the five years Mr.
Broomfield has served on the Board, the Company has appreciated his strong views
and input and believes that continued diverse input from directors such as Mr.
Broomfield would best serve the interests of the Company and its
stockholders.
Item
9.01 Financial Statements
and Exhibits.
(d) Exhibits.
|
Exhibit
Number
|
Description
|
|
17.1
|
Letter,
dated June 23, 2009, from Scott Broomfield to the Board of Directors of
St. Bernard Software, Inc.
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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.
| |
ST.
BERNARD SOFTWARE, INC.
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|
| |
|
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Date: June
30, 2009
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By:
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/s/ Louis
E. Ryan |
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| |
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Louis
E. Ryan |
|
| |
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Chief
Executive Officer, Chief Financial Officer and Chairman of the Board of
Directors |
|
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|
|
|
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Exhibit
Number
|
Description
|
|
17.1
|
Letter,
dated June 23, 2009, from Scott Broomfield to the Board of Directors of
St. Bernard Software, Inc.
|