8-K

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: November 20, 2009

(Date of Earliest Event Reported)

Guidance Software, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-33197	95-4661210
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

215 North Marengo Avenue, Pasadena, California 91101	91101
(Address of Principal Executive Offices)	(Zip Code)

(626) 229-9191

(Registrant’s Telephone Number, Including Area Code)

N/A

(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:

¨ 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))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On or about November 20, 2009, Guidance Software, Inc. (the “Company”) entered into an amendment to the terms of each outstanding restricted stock award granted pursuant to the Guidance Software, Inc. First Amended and Restated 2004 Incentive Award Plan, as amended (the “Plan”). Each amendment provides that in the event that an Acquisition (as defined in the Plan) of the Company occurs, then, immediately prior to the Acquisition, the award of restricted stock will vest in full, provided that the holder continues to be a service provider until the Acquisition. Each of the outstanding restricted stock grants held by our named executive officers have been so amended pursuant to the form of amendment attached hereto as Exhibit 99.1.

The other material terms of each outstanding restricted stock award granted pursuant to the Plan remain unchanged. The foregoing description of the amendments does not purport to be complete and is qualified in its entirety by reference to the form of amendment, filed herewith as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(a) Financial statements of businesses acquired: None.

(b) Pro forma financial information: None.

(c) Shell company transactions: None.

(d) Exhibits: The following exhibit is filed or furnished with this Current Report on Form 8-K

99.1 Form of Amendment to Guidance Software, Inc. Restricted Stock Agreement.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Guidance Software, Inc.
Date: November 24, 2009	By:	/s/ Victor Limongelli
	Name:	Victor Limongelli
	Title:	Chief Executive Officer and Director

EX-99.1

Exhibit 99.1

FIRST AMENDMENT TO

GUIDANCE SOFTWARE, INC.

RESTRICTED STOCK AGREEMENT

THIS FIRST AMENDMENT TO GUIDANCE SOFTWARE, INC. RESTRICTED STOCK AGREEMENT (this “First Amendment”), is made as of _____________, 2009, by and between Guidance Software, Inc., a Delaware corporation (the “Company”), and ____________ (the “Holder”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Restricted Stock Agreement (as defined below).

WHEREAS, pursuant to that certain Restricted Stock Agreement (the “Restricted Stock Agreement”), dated as of _____________, ____, between the Company and the Holder, the Company granted the Holder ______ restricted shares of the Company’s common stock; and

WHEREAS, the Company and the Holder desire to amend the Restricted Stock Agreement as set forth herein.

NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby amend the Restricted Stock Agreement as follows:

1. The following shall be added to the end of Section 2.2(b) of the Restricted Stock Agreement:

“In addition, and subject to Section 2.2(a), in the event that an Acquisition occurs, then, immediately prior thereto, the Award shall vest and the Restrictions shall lapse with respect to 100% of the Shares subject thereto, provided that the Holder continues to be a Service Provider until the Acquisition.”

2. This First Amendment shall be and is hereby incorporated in and forms a part of the Restricted Stock Agreement.

3. All other terms and provisions of the Restricted Stock Agreement shall remain unchanged except as specifically modified herein.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this First Amendment as of the day and year first above written.

GUIDANCE SOFTWARE, INC.

By:

Name:

Title:

HOLDER

By: