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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