S-8

As filed with the Securities and Exchange Commission on February 14, 2008

Registration No. 333-          

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

ArcSight, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction
of Incorporation or Organization) 52-2241535
(I.R.S. Employer
Identification No.)

5 Results Way
Cupertino, California 95014
(Address of Principal Executive Offices) (Zip Code)

2000 Stock Incentive Plan
2002 Stock Plan, as amended
2007 Equity Incentive Plan
2007 Employee Stock Purchase Plan
(Full Titles of the Plans)

Robert W. Shaw
Chief Executive Officer and
Chairman of the Board
ArcSight, Inc.
5 Results Way
Cupertino, California 95104
(Name and Address of Agent For Service)

(408) 864-2600
(Telephone Number, including area code, of agent for service)

Please send copies of all communications to:

Trâm T. Phi, Esq.
Vice President and General Counsel
ArcSight, Inc.
5 Results Way
Cupertino, California 95014 David A. Bell, Esq.
Michael A. Brown, Esq.
Fenwick & West LLP
801 California Street
Mountain View, California 94041

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer o	Non-accelerated filer þ	Smaller reporting company o
	(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

				Proposed Maximum			Proposed Maximum
Title of Each Class of Securities	Amount To Be			Offering Price			Aggregate Offering			Amount of
To Be Registered	Registered (1)			Per Unit			Price			Registration Fee
Common Stock, $0.00001 par value per share		6,508,685	(2)	$	5.31	(3)	$	34,565,932.43	(3)	$	1,358.44
Common Stock, $0.00001 par value per share		5,569,015	(4)	$	9.00	(5)	$	50,121,135.00	(5)	$	1,969.76
TOTAL		12,077,700			N/A			N/A		$	3,328.20

(1)	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall cover any additional shares of the Registrant’s Common Stock that become issuable under the 2000 Stock Incentive Plan (the “2000 Plan”), the 2002 Stock Plan, as amended (the “2002 Plan”), the 2007 Equity Incentive Plan (the “2007 EIP”) and the 2007 Employee Stock Purchase Plan (the “2007 ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that increases the number of the Registrant’s outstanding shares of Common Stock.
(2)	Represents shares subject to options outstanding under the 2000 Plan (39,375) and the 2002 Plan (6,469,310) as of the date of this Registration Statement.
(3)	Represents the weighted average exercise price (rounded to the nearest cent) for such outstanding options pursuant to Rule 457(h) of the Securities Act.
(4)	Represents shares available for grant, but not yet granted, under the 2007 EIP (4,569,015) and the 2007 ESPP (1,000,000) as of the date of the Registration Statement.
(5)	Estimated pursuant to Rule 457(c) of the Securities Act, based on the initial public offering price of the Registrant’s Common Stock as set forth in the Registrant’s prospectus filed with the Securities and Exchange Commission (the “Commission”) on February 14, 2008 pursuant to Rule 424(b) under the Securities Act.

TABLE OF CONTENTS

PART II
Item 3.	Incorporation of Documents by Reference	II-1
Item 4.	Description of Securities	II-1
Item 5.	Interests of Named Experts and Counsel	II-1
Item 6.	Indemnification of Directors and Officers	II-1
Item 7.	Exemption from Registration Claimed	II-2
Item 8.	Exhibits	II-2
Item 9.	Undertakings	II-3
SIGNATURES		II-4
EXHIBIT INDEX
EXHIBIT 5.1
EXHIBIT 23.1

PART II

Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference.

          ArcSight, Inc. (the “Registrant”) hereby incorporates by reference into this Registration Statement the following documents previously filed with the Commission:

(a)	The Registrant’s prospectus filed on February 14, 2008 pursuant to Rule 424(b) under the Securities Act relating to the Registration Statement on Form S-1 (File No. 333-145974) (the “Form S-1”); and
(b)	The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-33923) filed with the Commission on January 22, 2008 under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.

          All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered by this Registration Statement have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part of this Registration Statement from the date of the filing of such documents.

Item 4. Description of Securities.

          Not applicable.

Item 5. Interests of Named Experts and Counsel.

          Not applicable.

Item 6. Indemnification of Directors and Officers.

          Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers under certain circumstances and subject to certain limitations. The terms of Section 145 of the Delaware General Corporation Law are sufficiently broad to permit indemnification under certain circumstances for liabilities, including reimbursement of expenses incurred, arising under the Securities Act.

          As permitted by the Delaware General Corporation Law, the Registrant’s restated certificate of incorporation contains provisions that eliminate the personal liability of its directors for monetary damages for any breach of fiduciary duties as a director, except liability for the following:

• any breach of the director’s duty of loyalty to the Registrant or its stockholders;

• acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

• under Section 174 of the Delaware General Corporation Law (regarding unlawful dividends and stock purchases); or

• any transaction from which the director derived an improper personal benefit.

          As permitted by the Delaware General Corporation Law, the Registrant’s restated bylaws, to be effective upon the completion of this offering, provide that:

II-1

• the Registrant is required to indemnify its directors and executive officers to the fullest extent permitted by the Delaware General Corporation Law, subject to very limited exceptions;

• the Registrant may indemnify its other employees and agents as set forth in the Delaware General Corporation Law;

• the Registrant is required to advance expenses, as incurred, to its directors and executive officers in connection with a legal proceeding to the fullest extent permitted by the Delaware General Corporation Law, subject to very limited exceptions; and

• the rights conferred in the bylaws are not exclusive.

          The Registrant has entered into or will enter into indemnity agreements with its current directors and executive officers to provide these directors and executive officers additional contractual assurances regarding the scope of the indemnification set forth in the Registrant’s restated certificate of incorporation and restated bylaws and to provide additional procedural protections. At present, there is no pending litigation or proceeding involving a director or executive officer of the Registrant regarding which indemnification is sought. The indemnification provisions in the Registrant’s restated certificate of incorporation, restated bylaws and the indemnification agreements entered into or to be entered into between the Registrant and its directors and executive officers may be sufficiently broad to permit indemnification of the Registrant’s directors and executive officers for liabilities arising under the Securities Act.

          The Registrant currently carries liability insurance for its directors and executive officers.

          One of Registrant’s directors (Ted Schlein) is also indemnified by his employer with regard to his service on the Registrant’s board of directors.

          See also the undertakings set out in response to Item 9 hereof.

Item 7. Exemption from Registration Claimed.

          Not applicable.

Item 8. Exhibits.

Exhibit
Number	Exhibit Title
4.1	Form of Restated Certificate of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.2 of the Form S-1).
4.2	Form Amended and Restated Bylaws of the Registrant (incorporated herein by reference to Exhibit 3.4 of the Form S-1).
4.3	Form of Registrant’s common stock certificate (incorporated herein by reference to Exhibit 4.1 of the Form S-1).
4.4	Amended and Restated Investors’ Rights Agreement, dated as of October 24, 2002, between the Registrant and certain security holders of the Registrant (incorporated herein by reference to Exhibit 4.2 of the Form S-1).
4.5	2000 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.2 of the Form S-1).
4.6	2002 Stock Plan, as amended (incorporated herein by reference to Exhibit 10.4 of the Form S-1).

II-2

Exhibit
Number	Exhibit Title
4.7	2007 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.6 of the Form S-1).
4.8	2007 Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 10.8 of the Form S-1).
5.1	Opinion of Fenwick & West LLP.
23.1	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
23.2	Consent of Fenwick & West LLP (included in Exhibit 5.1).
24.1	Power of Attorney (see page II-4 of this Registration Statement).

Item 9. Undertakings.

          (a) The undersigned Registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) above do not apply if the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

               (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

               (3) To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering.

          (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference into this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

          (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-3

SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on February 14, 2008.

ARCSIGHT, INC.
By:	/s/ Robert W. Shaw
	Robert W. Shaw
	Chief Executive Officer and Chairman of the Board of Directors

POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert W. Shaw and Stewart Grierson, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her in any and all capacities, to sign any amendments to this Registration Statement on Form S-8, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or any substitute, may do or cause to be done by virtue hereof. This Power of Attorney may be signed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and such counterparts shall together constitute one and the same instrument.

          Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Robert W. Shaw Robert W. Shaw	Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)	February 14, 2008
/s/ Stewart Grierson Stewart Grierson	Chief Financial Officer (Principal Accounting and Financial Officer)	February 14, 2008
/s/ Sandra Bergeron Sandra Bergeron	Director	February 14, 2008
/s/ William P. Crowell William P. Crowell	Director	February 14, 2008
/s/ E. Stanton McKee, Jr. E. Stanton McKee, Jr.	Director	February 14, 2008

II-4

Signature	Title	Date
/s/ Craig Ramsey Craig Ramsey	Director	February 14, 2008
/s/ Scott A. Ryles Scott A. Ryles	Director	February 14, 2008
/s/ Ted Schlein Ted Schlein	Director	February 14, 2008
/s/ Ernest von Simson Ernest von Simson	Director	February 14, 2008

II-5

EXHIBIT INDEX

Exhibit
Number	Exhibit Title
4.1	Form of Restated Certificate of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.2 of the Form S-1).
4.2	Form Amended and Restated Bylaws of the Registrant (incorporated herein by reference to Exhibit 3.4 of the Form S-1).
4.3	Form of Registrant’s common stock certificate (incorporated herein by reference to Exhibit 4.1 of the Form S-1).
4.4	Amended and Restated Investors’ Rights Agreement, dated as of October 24, 2002, between the Registrant and certain security holders of the Registrant (incorporated herein by reference to Exhibit 4.2 of the Form S-1).
4.5	2000 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.2 of the Form S-1).
4.6	2002 Stock Plan, as amended (incorporated herein by reference to Exhibit 10.4 of the Form S-1).
4.7	2007 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.6 of the Form S-1).
4.8	2007 Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 10.8 of the Form S-1).
5.1	Opinion of Fenwick & West LLP.
23.1	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
23.2	Consent of Fenwick & West LLP (included in Exhibit 5.1).
24.1	Power of Attorney (see page II-4 of this Registration Statement).

EX-5.1

Exhibit 5.1

[Fenwick & West LLP Letterhead]

February 14, 2008

ArcSight, Inc.
5 Results Way
Cupertino, CA 95014

Ladies and Gentlemen:

     At your request, we have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by ArcSight, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) on February 14, 2008, in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of an aggregate of 12,077,700 shares of the Company’s common stock, $0.00001 par value (the “Stock”), that are subject to issuance and sale by the Company (a) upon the exercise of stock options that have been granted under the Company’s 2000 Stock Incentive Plan (the “2000 Plan”), (b) upon the exercise of stock options that have been granted under the Company’s 2002 Stock Plan (the “2002 Plan”), under which no further options will be granted following the closing of the Company’s initial public offering of the Company’s common stock (the “Closing”), (c) upon the exercise of stock options to be granted and the grant of restricted stock, stock appreciation rights, restricted stock units, performance shares or stock bonuses under the Company’s 2007 Equity Incentive Plan (the “2007 EIP”) and (d) pursuant to the Company’s 2007 Employee Stock Purchase Plan (the “2007 ESPP”).

     In rendering this opinion, we have examined such matters of fact as we have deemed necessary in order to render the opinion set forth herein, which included examination of the following:

(1)	the Company’s Restated Certificate of Incorporation, certified by the Delaware Secretary of State on November 20, 2007, and the Restated Certificate of Incorporation that the Company intends to file in connection with the consummation of the sale of the Stock;
(2)	the Company’s Amended and Restated Bylaws, certified by the Company’s Secretary on October 24, 2002, and the Amended and Restated Bylaws that the Company intends to adopt in connection with the consummation of the sale of the Stock;
(3)	the Registration Statement, together with the Exhibits filed as a part thereof;
(4)	the prospectus, dated February 14, 2008, prepared in connection with the Registration Statement and filed with the Commission pursuant to Rule 424(b) on February 14, 2008 (the “Prospectus”);
(5)	the minutes of meetings and actions by written consent of the stockholders and Board of Directors that are contained in the Company’s minute books, which are in our possession;
(6)	the stock records for the Company that the Company has provided to us (consisting of a list of stockholders, including a list of option and warrant holders of the Company’s capital stock and any rights to purchase capital stock that was prepared by the Company

ArcSight, Inc.
February 14, 2008
Page 2

and dated as of February 14, 2008 verifying the number of such issued and outstanding securities and the certification from the Company in the Opinion Certificate (described below) verifying the number of the Company’s issued and outstanding shares of capital stock as of the close of business on February 13, 2008); and

(7) an Opinion Certificate addressed to us and dated of even date herewith executed by the Company containing certain factual representations.

     In connection with our opinion expressed below, we have assumed that, at or prior to the time of the delivery of any shares of Stock, the Registration Statement will be effective under the Securities Act, that the registration will apply to such shares of Stock and will not have been modified or rescinded and that there will not have occurred any change in law affecting the validity of the issuance of such shares of Stock.

     In our examination of documents for purposes of this opinion, we have assumed, and express no opinion as to, the genuineness of all signatures on original documents, the authenticity and completeness of all documents submitted to us as originals, the conformity to originals and completeness of all documents submitted to us as copies, the legal capacity of all persons or entities executing the same, the lack of any undisclosed termination, modification, waiver or amendment to any document reviewed by us and the due authorization, execution and delivery of all documents where due authorization, execution and delivery are prerequisites to the effectiveness thereof. We have also assumed that the certificates representing the Stock have been, or will be when issued, properly signed by authorized officers of the Company or their agents, or if the Stock is issued in book entry form, the transfer agent and registrar for the Stock will appropriately register such issuance in the books and records of the Company and issue an appropriate account statement evidencing the Stock credited to the recipient’s account.

     As to matters of fact relevant to this opinion, we have relied solely upon our examination of the documents referred to above and have assumed the current accuracy and completeness of the information obtained from the documents referred to above and the representations and warranties made by representatives of the Company to us, including but not limited to those set forth in the Opinion Certificate. We have made no independent investigation or other attempt to verify the accuracy of any of such information or to determine the existence or non-existence of any other factual matters.

     We are admitted to practice law in the State of California, and we render this opinion only with respect to, and express no opinion herein concerning the application or effect of the laws of any jurisdiction other than, the existing laws of the United States of America, of the State of California and of the Delaware General Corporation Law, the Delaware Constitution and reported judicial decisions relating thereto.

     Based upon the foregoing, it is our opinion that 12,077,700 shares of Stock, that may be issued and sold by the Company (a) upon the exercise of stock options that have been granted under the 2000 Plan, (b) upon the exercise of stock options that have been granted under the 2002 Plan, (c) upon the exercise of stock options to be granted and the grant of restricted stock, stock appreciation rights, restricted stock units, performance shares or stock bonuses under the 2007 EIP and (d) pursuant to the 2007 ESPP, when issued, sold and delivered in accordance with the applicable plan and purchase agreements to be entered into thereunder and in the manner and for the consideration stated in the Registration Statement and relevant plan prospectus as approved by the Company’s Board of Directors, will be validly issued, fully paid and nonassessable.

ArcSight, Inc.
February 14, 2008
Page 3

     We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us, if any, in the Registration Statement, the Prospectus constituting a part thereof and any amendments thereto. This opinion is intended solely for use in connection with issuance and sale of shares subject to the Registration Statement and is not to be relied upon for any other purpose. We assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to our attention whether or not such occurrence would affect or modify the opinions expressed herein.

Very truly yours,

FENWICK & WEST LLP

/s/ Fenwick & West LLP

EX-23.1

Exhibit 23.1

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2000 Stock Incentive Plan, 2002 Stock Plan, as amended, 2007 Equity Incentive Plan and 2007 Employee Stock Purchase Plan of ArcSight, Inc. of our report dated September 10, 2007, except Note 14, as to which the date is November 20, 2007, with respect to the consolidated financial statements of ArcSight, Inc. included in its Registration Statement on Form S-1, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

San Jose, California
February 14, 2008