ITEM 1. Security and Issuer.
This Amendment No. 1 to Schedule 13D relates to the common stock, par value $0.01 per share (the “Common Stock”) of St. Bernard Software, Inc. (the “Issuer”). The principal executive office of the Issuer is located at 15015 Avenue of Science, San Diego, California 92128. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
ITEM 2. Identity and Background.
(a) This Amendment No. 1 to Schedule 13D is filed by RWI Ventures II, L.P., (“RWI”), RWI Ventures Management II, LLC (“RWIM”), William R. Baumel (“Baumel”) and Mark J. Foley (“Foley” and collectively with RWI and RWIM, and Baumel, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Amendment No. 1 to Schedule 13D.
(b) The address of the principal place of business of the Reporting Persons is RWI Ventures II, L.P., 900 E. Hamilton Avenue, Suite 100, Campbell, California 95008.
(c) The principal business of the Reporting Persons is venture capital investment.
(d) During the last five years, none of the Listed Persons (as defined below), to the knowledge of the Reporting Persons, has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Listed Persons (as defined below), to the knowledge of the Reporting Persons, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) RWI is a Delaware limited partnership. RWIM is a Delaware limited liability company. Baumel is a citizen of the United States of America. Foley is a citizen of the United States of America.
In accordance with the provisions of General Instruction C to Schedule 13D, information concerning the managers and each other person controlling RWIM, the general partner of RWI (the “Listed Persons”), required by Item 2 of Schedule 13D is listed on Schedule I hereto and is incorporated by reference herein.
ITEM 3. Source and Amount of Funds or Other Consideration.
The information set forth in Item 4 hereof is hereby incorporated by reference into this Item 3, as applicable.
ITEM 4. Purpose of Transaction.
Item 4 is hereby amended to add the following:
In connection with the APA and pursuant to the SPA, RWI purchased an additional Note in the amount of $64,364 (the “September Note”) and warrants to purchase up to 426 shares of Common Stock (the “September Warrants”) on September 20, 2010. The September Note is convertible into 58,513 shares of common stock of the Issuer. RWI may convert the September Note at any time into shares of Common Stock at a conversion price of $1.10. The September Warrants amend and supersede the Warrants and represent an aggregate amo unt of 69,976 Warrant Shares issued to RWI. The September Warrants have an exercise price equal to $1.10 per share, are immediately exercisable and expire on July 30, 2014. The source of funds for the purchase of the September Note was the working capital of RWI.