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): January 10, 2005
SAND HILL IT SECURITY ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
Delaware 0-50813 20-0996152
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
3000 Sand Hill Road
Building 1, Suite 240
Menlo Park, California 74025
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (650) 926-7022
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(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):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
|_| (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 5 - Corporate Governance and Management
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
(b) On January 10, 2005, Cary M. Grossman resigned from his position as
Chief Financial Officer of Sand Hill IT Security Acquisition Corp. (the
"Company"). Mr. Grossman will continue to serve as a Director of the Company.
(c) On January 10, 2005, Keith A. Walz, a current Director of the Company,
has been appointed by the Board of Directors as the Company' s Chief Financial
Officer.
A copy of the press release announcing the resignation of Cary M. Grossman
as Chief Financial Officer and the appointment of Keith A. Walz as Chief
Financial Officer is attached hereto as Exhibit 99.1.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
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 issued by the Company on
January 12, 2004.
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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.
SAND HILL IT SECURITY ACQUISITION CORP.
Date: January 13, 2005 By: /s/ Humphrey P. Polanen
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Name: Humphrey P. Polanen
Title: Chief Executive Office
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Index to Exhibits
Exhibit
Number Description of Exhibit
99.1 Press release issued by the Company on
January 12, 2004.