To: Glenn Petersen who wrote (10 ) 1/7/2005 11:56:20 PM From: Glenn Petersen Read Replies (2) | Respond to of 3862 Sand Hill IT Security Acquisition Corp. Number of units sold: 4,110,000 Price per unit: $6.00 Terms of deal: One share of common stock and warrants to purchase two shares of common stock at $5.00 per share. Underwriters: Newbridge Securities Corporation and I-Bankers Securities CorporationTicker symbols Common stock: SHQC Warrants: SHQCW Units: SHQCU Common shares outstanding subsequent to IPO: 5,110,000 Shares held by public shareholders: 4,110,000 Shares held by insiders: 1,000,000 Percentage held by public shareholders: 80.4% Gross proceeds raised: $24,660,000 Net proceeds held in escrow: $21,007,464 Escrowed proceeds per share held by public shareholders: $5.10 Date of IPO: July 27, 2004 Date of original filing: April 26, 2004Current stock price (as of January 7, 2005) Common stock: $4.95 Warrants: $.65 Units: $6.35Description of business: We are a newly organized blank check company. We were organized under the laws of the State of Delaware on April 15, 2004. We were formed for the purpose of effecting a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business in a specified industry. As a “Targeted Acquisition Corporation” or “TAC” our objective is to acquire an operating business in the IT security industry. To date, our efforts have been limited to organizational activities. Biographical information for significant officer: Humphrey P. Polanen has been our chairman of the board and chief executive officer since our inception. He has had a career as an entrepreneur in technology, a global executive for leading technology companies and as an international corporate lawyer. From January 2000 until December 2003, Mr. Polanen served as founder and Managing Director of Internet Venture Partners, a strategic consulting and venture capital management firm for technology companies. From February 1998 through February 1999, he was President and CEO of Trustworks Systems, a Netherlands based network security software company. Between 1995 and 1998 he was General Manager of two operating product divisions (the Internet Commerce & Security Business Units) of Sun Microsystems, where he was responsible for executing Sun’s vision of being the global leader in secure networks and systems and his divisions’ products won security industry awards for product of the year for three consecutive years. Mr. Polanen addressed the World Economic Forum, The World Bank Annual Meeting and the U.S. Congress, as Sun’s spokeperson on Internet security while General Manager of Sun’s first Internet Commerce Division and later the Network Security Division. From 1981 to 1995, he was with Tandem Computers (acquired by Compaq/Hewlett-Packard), the market leader in secure failsafe systems for large enterprises, where he held several positions of leadership in new ventures, business and corporate development, creating distribution channels in Asia Pacific, Latin America, North America and Europe. In addition, as Director of Ventures he structured and was a board member of several international ventures in which Tandem held an equity stake and three of which Tandem subsequently acquired. In addition to his career with large technology companies, Mr. Polanen has been active with early stage companies as an entrepreneur, advisor and board member. He has been a board member or on the advisory board of IT security companies: Cranite Systems (wireless security), Certco (Digital Identity Management) and Trustworks Systems. As a founder of the Heritage Bank of Commerce in 1994, Mr. Polanen helped to create a new business bank in Silicon Valley from the startup phase to a successful IPO on the Nasdaq exchange in September 1998. Heritage Bank now has four operating banks and one billion dollars in assets. In 2001 Heritage Bank acquired the Bank of Los Altos in a $40 million transaction. Mr. Polanen has been a member of the board of directors since the bank’s inception and has been chair of the board’s audit committee for ten years. He is also a member of the board’s governance and compensation committees. Mr. Polanen is a graduate of Hamilton College and the Harvard Law School, where he was an editor of the Harvard International Law Journal. SEC filings: sec.gov