8-K

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): March 17, 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)

x 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 1.01 Other Events.

On March 17, 2006, the Company announced that on March 16, 2006, the Company filed an amendment to its previously filed Form S-4 registration statement with the Securities and Exchange Commission in connection with the Company's proposed merger with St. Bernard Software, Inc. A copy of the press release announcing the filing of the amendment to the previously filed Form S-4 registration statement is attached hereto as Exhibit 99.1.

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 No. Description of Exhibit

99.1 Press Release dated March 17, 2006.

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.

Date: March 17, 2006	SAND HILL IT SECURITY
	ACQUISITION CORP.

By: /s/ Humphrey Polanen

Name: Humphrey Polanen

Title: Chief Executive Officer

EXHIBIT INDEX

Exhibit No. Description of Exhibit

99.1 Press Release dated March 17, 2006

EX-99

Exhibit 99.1

SAND HILL IT SECURITY ACQUISITION CORP. FILES

S-4 AMENDMENT

MENLO PARK, Calif., March 17, 2006 /PRNewswire-FirstCall/ -- Sand Hill IT Security Acquisition Corp. (Sand Hill) (OTC Bulletin Board: SHQC.ob) today announced that on March 16, 2006, Sand Hill filed an amendment to its registration statement with the Securities and Exchange Commission (SEC) in connection with the company's proposed merger with St. Bernard Software, Inc. (St. Bernard Software). The S-4 amendment includes full year 2005 financials for St. Bernard Software.

The S-4 registration statement, originally filed on December 16, 2005, outlines the terms of the proposed merger, pursuant to which St. Bernard Software will merge with Sand Hill Merger Corp., a wholly-owned subsidiary of Sand Hill, in an all-stock transaction. The S-4 also provides detail on St. Bernard Software’s history, products, markets and prior period financial results. To review a copy of the S-4, visit the Sand Hill web site at www.sandhillsecurity.com.

About Sand Hill IT Security Acquisition Corp.

Headquartered in Menlo Park, California, Sand Hill IT Security Acquisition Corp. is a public targeted acquisition corporation focused exclusively on IT security. Sand Hill consummated its initial public offering on July 30, 2004, through the sale of 4,100,000 units at $6.00 per unit. Each unit was comprised of one share of Sand Hill common stock and two warrants to purchase one share each of Sand Hill common stock. The net proceeds of the offering of approximately $21.7 million are held in a trust account with American Stock Transfer & Trust company until consummation of a business combination with an operating business in the IT security industry.For more information, visit the Sand Hill web site at www.sandhillsecurity.com.

About St. Bernard Software

St. Bernard Software is a global provider of security solutions, including Internet and email filtering appliances, patch management and data backup. Deployed across millions of computers worldwide, the company's award-winning products deliver innovative security solutions that offer the best combination of ease-of-use, performance and value. Established in 1995 with headquarters in San Diego, California and an international office in the United Kingdom, St. Bernard Software sells and supports its products directly and through partners, distributors and OEM worldwide. For more information, visit the St. Bernard Software web site at www.stbernard.com.

Investor Information

This release includes forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. Forward looking statements are statements that are not historical facts. Such forward-looking statements, based upon the current beliefs and expectations of Sand Hill’s and St. Bernard Software’s management, are subject to risks and uncertainties, which could cause actual results to differ from the forward looking statements.

The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: difficulties encountered in integrating merged businesses; uncertainties as to the timing of the merger; approval of the transactions by the stockholders of the companies; the number and percentage of Sand Hill stockholders voting against the merger; the satisfaction of closing conditions to the transaction, including the receipt of regulatory approvals, if any, whether certain market segments grow as anticipated; the competitive environment in the software industry and competitive responses to the proposed merger, as well as other relevant risks detailed in Sand Hill’s filings with the Securities and Exchange Commission. The information set forth herein should be read in light of such risks. Neither Sand Hill nor St. Bernard Software assumes any obligation to update the information contained in this press release.

In connection with the proposed merger, Sand Hill filed, with the SEC on December 16, 2005, a proxy statement and prospectus on Form S-4 that contain important information about the proposed merger. These materials are not yet final and will be amended. Sand Hill stockholders are urged to read the proxy statement and prospectus filed, and any other relevant materials filed by Sand Hill, because they contain, or will contain, important information about Sand Hill, St. Bernard Software and the proposed merger. The preliminary materials filed on December 16, 2005, the definitive versions of those materials and other relevant materials (when they become available) and any other documents filed by Sand Hill with the SEC, may be obtained for free at the SEC's website at www.sec.gov. Investors may obtain free copies of these documents by directing a request to Sand Hill IT Security Acquisition Corp., 3000 Sand Hill Road, Building 1, Suite 240, Menlo Park, CA 94025. The respective directors and executive officers of Sand Hill and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed merger. Information regarding Sand Hill’s directors and executive officers is available in its Form 10-KSB for the year ended December 31, 2004, filed with the Securities and Exchange Commission. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

Not a Proxy Statement

This press release is not a proxy statement or a solicitation of proxies from the holders of common stock of Sand Hill or St. Bernard Software and does not constitute an offer of any securities of Sand Hill for sale. Any solicitation of proxies will be made only by the definitive versions of the proxy statement and prospectus that will be mailed to all stockholders promptly after it is declared effective by the SEC. Investors and security holders of Sand Hill are urged to read the proxy statement and prospectus of Sand Hill and the relevant materials when they become available, because they will contain important information about Sand Hill and St. Bernard Software.

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