sc14d9c

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OjZ5FyEmr4MDmKvsdLD91Qz8qRj12avFd/LIemTKtN7xwAOWXOfCc/32o2luDBCY dSPYxBhOfon3k6B0qLMvFg== 0000950123-10-085755.txt : 20100913 0000950123-10-085755.hdr.sgml : 20100913 20100913172413 ACCESSION NUMBER: 0000950123-10-085755 CONFORMED SUBMISSION TYPE: SC14D9C PUBLIC DOCUMENT COUNT: 13 FILED AS OF DATE: 20100913 DATE AS OF CHANGE: 20100913 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ArcSight Inc CENTRAL INDEX KEY: 0001368582 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 522241535 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC14D9C SEC ACT: 1934 Act SEC FILE NUMBER: 005-83836 FILM NUMBER: 101069798 BUSINESS ADDRESS: STREET 1: 5 Results Way CITY: Cupertino STATE: CA ZIP: 95014 BUSINESS PHONE: 408-864-2600 MAIL ADDRESS: STREET 1: 5 Results Way CITY: Cupertino STATE: CA ZIP: 95014 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ArcSight Inc CENTRAL INDEX KEY: 0001368582 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 522241535 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC14D9C BUSINESS ADDRESS: STREET 1: 5 Results Way CITY: Cupertino STATE: CA ZIP: 95014 BUSINESS PHONE: 408-864-2600 MAIL ADDRESS: STREET 1: 5 Results Way CITY: Cupertino STATE: CA ZIP: 95014 SC14D9C 1 f56865sc14d9c.htm SC14D9C sc14d9c

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14D-9

(RULE 14d-101)

SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

ArcSight, Inc.

(Name of Subject Company)

ArcSight, Inc.

(Name of Person(s) Filing Statement)

Common Stock, $0.00001 Par Value Per Share
(Title of Class of Securities)

039666102
(CUSIP Number of Class of Securities)

Thomas J. Reilly
President and Chief Executive Officer
5 Results Way
Cupertino, California 95014
(408) 864-2600
(Name, Address and Telephone Number of Person Authorized to Receive
Notice and Communications on Behalf of the Person(s) Filing Statement)

With a copy to:


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

þ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

This Schedule 14D-9 contains the following exhibits:

Exhibit A — Exhibit A is a press release relating to ArcSight, Inc.’s cancellation of appearances at upcoming investor conferences and analyst and investor days and notice that ArcSight, Inc. will immediately adjourn indefinitely its Annual Meeting of Stockholders announced on September 13, 2010.

Exhibit B — Exhibit B is a copy of an email distributed to ArcSight, Inc. employees on September 13, 2010.

Exhibit C — Exhibit C is a copy of an email distributed to ArcSight, Inc. channel partners on September 13, 2010.

Exhibit D — Exhibit D is a copy of an email distributed to ArcSight, Inc. customers on September 13, 2010.

Exhibit E — Exhibit E is a copy of an email distributed to ArcSight, Inc. technical partners on September 13, 2010.

Exhibit F — Exhibit F is a copy of a FAQ for managers distributed to ArcSight, Inc. managers on September 13, 2010.

Exhibit G — Exhibit G is a copy of talking points for managers distributed to ArcSight, Inc. managers on September 13, 2010.

Exhibit H — Exhibit H is a copy of a script for receptionists and support hotline staff distributed to ArcSight, Inc. receptionists and support hotline staff on September 13, 2010.

Exhibit I — Exhibit I is a transcription of a voicemail distributed to certain ArcSight, Inc. customers and partners on September 13, 2010.

Exhibit J — Exhibit J is a copy of a blog written by Thomas J. Reilly, President and Chief Executive Officer of ArcSight, Inc. and posted on ArcSight, Inc.’s website on September 13, 2010.

Exhibit K — Exhibit K is a copy of an email distributed to ArcSight, Inc. employees on September 13, 2010 from Trâm T. Phi, ArcSight, Inc.’s General Counsel.

EX-99.A 2 f56865exv99wa.htm EX-99.A exv99wa

Exhibit A


		5 Results Way Cupertino, CA 95014 t 408.864.2600 f 408.342.1615 www.arcsight.com

ArcSight to Cancel Appearance at Upcoming Investor Conferences and
Adjourn Annual Stockholders Meeting

Citing Announcement of Definitive Merger Agreement with HP,
Company also Cancels Financial Analyst and Investor Day

CUPERTINO, CA — September 13, 2010 — ArcSight, Inc. (NASDAQ: ARST), a leading global provider of cybersecurity and compliance solutions, today announced it has cancelled its appearances at the Deutsche Bank 2010 Technology Conference, scheduled for Tuesday, September 14, 2010 in San Francisco and the ThinkEquity 7th Annual Growth Conference scheduled for Thursday, September 16, 2010 in New York as a result of today’s announcement of the Company’s signing of a definitive merger agreement with HP. A separate press release was issued today with details of that announcement.

In addition, ArcSight announced that it will immediately adjourn indefinitely its Annual Meeting of Stockholders scheduled for September 20, 2010, without conducting any substantive business regarding the matters set forth in the notice for the meeting or any other matter.

Further, the Company announced it has cancelled its annual financial analyst and investor day, scheduled for Tuesday, September 21, 2010. The Company will still host its sixth annual user conference, ArcSight Protect ‘10, in the Washington, D.C. area from September 19-22, 2010.

About ArcSight

ArcSight (NASDAQ: ARST) is a leading global provider of cybersecurity and compliance solutions that protect organizations from enterprise threats and risks. Based on the market-leading SIEM offering, the ArcSight Enterprise Threat and Risk Management (ETRM) platform enables businesses and government agencies to proactively safeguard digital assets, comply with corporate and regulatory policy and control the internal and external risks associated with cybertheft, cyberfraud, cyberwarfare and cyberespionage. For more information, visit www.arcsight.com. (ARST-IR)

Forward-Looking Statements

This document contains projections and other forward-looking statements regarding the expected performance of Hewlett-Packard Company (“HP”) following completion of the acquisition, including statements related to HP’s product and service offerings and the future of the enterprise threat and risk management market. Statements regarding future events are based on the parties’ current expectations and are necessarily subject to associated risks related to, among other things, obtaining a sufficient number of tendered shares of common stock and regulatory approval of the merger, the potential impact on the business of ArcSight, Inc. (“ArcSight”) due to the uncertainty about the acquisition, the retention of employees of ArcSight and the ability of HP to successfully integrate ArcSight and to achieve expected benefits. Actual results may differ materially from those in the projections or other forward-looking statements. For information regarding other related risks, please see the “Risk

Factors” section of ArcSight’s filings with the United States Securities and Exchange Commission, including its most recent filings on Form 10-K and Form 10-Q.

Securities Law Disclosures

This document is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities. The solicitation and the offer to buy shares of ArcSight common stock will be made only pursuant to an offer to purchase and related materials that HP intends to file with the United States Securities and Exchange Commission. ArcSight stockholders and other investors should read these materials carefully because they contain important information, including the terms and conditions of the offer. Once filed, copies of the tender offer statement on Schedule TO, the offer to purchase and related documents will be made available to ArcSight stockholders at no expense to them. In addition, those materials will be available without charge from ArcSight Investor Relations at (415) 293-4427 or by email at robert.dougherty@fd.com, or the United States Securities and Exchange Commission through the Commission’s website at www.sec.gov. ArcSight stockholders and other investors are urged to read carefully those materials prior to making any decisions with respect to the offer.

Investor Relations Contact Information

Robert Dougherty
415.293.4427
IR@arcsight.com
robert.dougherty@fd.com

EX-99.B 3 f56865exv99wb.htm EX-99.B exv99wb

Exhibit B

Email to All ArcSight Employees from Tom Reilly with Press Release

Dear Fellow ArcSight Colleagues,

Moments ago we announced that we have signed a definitive merger agreement with HP. I want to take this opportunity to share my excitement for the future and the promise this merger brings for our employees, customers, and partners. The joint press release that was issued with HP can be found here.

We are holding an All Hands Employee meeting at 9 AM PT today to talk about our exciting news. An invitation with dial in numbers is coming shortly and I hope you can make it. I realize that there are many of you who, unfortunately, will not be able to attend on such short notice, and I invite you to listen to the replay which can be found on our employee intranet, iROCK (https://irock.arcsight.com).

Our success over the years has always kept us in the spotlight of large companies as they watched us continue to grow at incredible rates in an increasingly difficult economy. It is not a surprise to many of us that our visible success, our growing installed base of customers, our increasingly loyal partner community, and our talented team became too attractive for a large organization to ignore. There is no better validation of all that we have accomplished and the opportunity ahead of us than to have the world’s largest technology company turn to us to drive their security business. Yes, HP is the world’s largest technology company, the 6^th largest software company, and they are looking to us to grow their security presence.

I want you to know that I, along with the rest of the management team, believe that this is a tremendous opportunity for ArcSight. Here is why I think this is going to be a great combination. As you know, organizations can no longer rely on traditional perimeter security to address the sophistication of modern cyber-threats. A new security approach is required that is multi-dimensional, taking into account all data within an organization, who has access to it and what they are doing at all times. The world is becoming increasingly interconnected, and new technology innovations such as cloud computing, SaaS applications, virtualization, social networking, and mobile productivity tools create new avenues for cyber criminal activity.

Further exacerbating the situation is a growing number of regulatory and compliance mandates. Continuing to layer multiple preventive products after the fact simply won’t work anymore. We believe organizations need a new approach. IT and security activities must converge and application security must be designed in, to give the deeper context to quickly mitigate risks. The task at hand to secure the modern enterprise is a difficult one and no one understands this better than us. While we are definitely up to the task, like no one else, there is so much more we can accomplish as part of HP. Together we will deliver a new holistic approach to help secure the modern enterprise. We expect that not only can we accelerate our vision of universal log management and provide a platform for Enterprise Threat and Risk Management, with HP technology we can deliver broader visibility, deeper context, and faster remediation that will reduce risk and improve compliance for enterprises.

While I think it is a great accomplishment that an organization of HP’s stature has recognized our success, it is nevertheless a bittersweet day. Many of you may be feeling some doubt and uncertainty, which I totally understand. I know that you will have many questions in the days and weeks ahead. I encourage you to talk to your managers and HR representatives.

I would also encourage you to be patient with all of us. It is still very early on in the process and we will not have answers to all of your questions. I want to stress that we are not trying to be evasive – we simply do not know everything at this time, and we want to avoid making promises we know we cannot keep. We are committed to being as open and as honest with you as possible, and we will update you as we can.

As a follow up, I will be forwarding to you a message from Bill Veghte, HP’s EVP of Software and Solutions. HP’s acquisition of ArcSight is exciting news for all of us, as our company will become part of a global company with a greater breadth and depth of resources that has the ability to offer us more opportunities for growth than ever before. Please join me in celebrating this news that will provide all of us with increased business opportunities and allows ArcSight to take a decisive step forward.

Sincerely,

Tom Reilly, President and CEO
ArcSight

Forward-Looking Statements

Securities Law Disclosures

EX-99.C 4 f56865exv99wc.htm EX-99.C exv99wc

Exhibit C

Email to All Channel Partners

Dear Valued Partner,

Just a few minutes ago, we made a very exciting announcement confirming that ArcSight has entered into a definitive merger agreement with HP, the details of which are included in the press release.

Much like our excitement when you first selected ArcSight as one of your strategic security partners, we are proud that HP, the world’s largest technology company, has selected ArcSight to be the foundation for its security business. This is a clear reflection of all that we have accomplished together with you and our trusted partner community.

As you know, the strong demand for our combined solutions and services is a reflection of today’s increasingly sophisticated cyber attacks and enterprise threats. Organizations require a modern security approach that is multi-dimensional, taking into account all data within an organization, who has access to it and what they are doing at all times. The world is becoming increasingly interconnected, and new technology innovations such as cloud computing, SaaS applications, virtualization, social networking, and mobile productivity tools create new avenues for cyber criminal activity.

Further exacerbating the situation is a growing number of regulatory and compliance mandates. Continuing to layer multiple preventive products after the fact simply won’t work anymore. We believe organizations need a new approach. IT and security activities must converge and application security must be designed in, to give the deeper context to quickly mitigate risks. A new holistic approach is needed to help secure the modern enterprise. We expect that the combination with HP will allow us to offer enhanced enterprise threat and risk management solutions that will deliver broader visibility, deeper context, and faster remediation that will reduce risk and improve compliance for enterprises.

I know that you may have questions in the days and weeks ahead – please do not hesitate to contact me. Please be aware that we are still very early in this process so we may not have answers to all of your questions. However, we are committed to being as open and honest with you as possible, and we will update you as we can.

HP’s acquisition of ArcSight is exciting news for all of us, as our partnership will extend to include a global company with a greater breadth and depth of resources that will offer us more opportunities than ever before. Please join us in celebrating this wonderful news that will provide us with increased business opportunities and allow ArcSight to take a decisive step forward.

Sincerely,

Tom Reilly, President and CEO
ArcSight

Forward-Looking Statements

This press release contains projections and other forward-looking statements regarding the expected performance of Hewlett-Packard Company (“HP”) following completion of the acquisition, including statements related to HP’s product and service offerings and the future of the enterprise threat and risk management market. Statements regarding future events are based on the parties’ current expectations and are necessarily subject to associated risks related to, among other things, obtaining a sufficient number of tendered shares of common stock and regulatory approval of the merger, the potential impact on the business of ArcSight, Inc. (“ArcSight”) due to the uncertainty about the acquisition, the retention of employees of ArcSight and the ability of HP to successfully integrate ArcSight and to achieve expected benefits. Actual results may differ materially from those in the projections or other forward-looking statements. For information regarding other related risks, please see the “Risk Factors” section of ArcSight’s filings with the United States Securities and Exchange Commission, including its most recent filings on Form 10-K and Form 10-Q.

Securities Law Disclosures

This report is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities. The solicitation and the offer to buy shares of ArcSight common stock will be made only pursuant to an offer to purchase and related materials that HP intends to file with the United States Securities and Exchange Commission. ArcSight stockholders and other investors should read these materials carefully because they contain important information, including the terms and conditions of the offer. Once filed, copies of the tender offer statement on Schedule TO, the offer to purchase and related documents will be made available to ArcSight stockholders at no expense to them. In addition, those materials will be available without charge from ArcSight Investor Relations at (415) 293-4427 or by email at robert.dougherty@fd.com, or the United States Securities and Exchange Commission through the Commission’s website at www.sec.gov. ArcSight stockholders and other investors are urged to read carefully those materials prior to making any decisions with respect to the offer.

EX-99.D 5 f56865exv99wd.htm EX-99.D exv99wd

Exhibit D

Email to Customers

Dear Valued ArcSight Customer,

Just a few minutes ago, we made a very exciting announcement confirming that ArcSight has entered into a definitive merger agreement with HP, the details of which are included in the press release.

Much like our excitement when you first selected ArcSight to protect your business, we are proud that HP, the world’s largest technology company, has selected ArcSight to be the foundation for its security business. This is a clear reflection of all that we have accomplished together with you, our trusted customers.

As you know, the strong demand for HP’s solutions reflects today’s increasingly sophisticated number of cyber attacks and enterprise threats. Organizations require a modern security approach that is multi-dimensional, taking into account all data within an organization, who has access to it and what they are doing at all times. The world is becoming increasingly interconnected, and new technology innovations such as cloud computing, SaaS applications, virtualization, social networking, and mobile productivity tools create new avenues for cyber criminal activity.

Further exacerbating the situation is a growing number of regulatory and compliance mandates. Continuing to layer multiple preventive products after the fact simply won’t work anymore. We believe organizations need a new approach. IT and security activities must converge and application security must be designed in, to give the deeper context to quickly mitigate risks. A new holistic approach is needed to help secure the modern enterprise. We expect that the combination with HP, the world’s largest technology company, will allow us to offer enhanced enterprise threat and risk management solutions that will deliver broader visibility, deeper context, and faster remediation that will reduce risk and improve compliance for enterprises.

I want you to know that throughout this process helping to protect your business remains our top priority. We remain committed to providing you the best products and highest level of service. I assure you that there will be no interruption to our efforts in keeping your most valued assets secure. Over the next few days, one of us from ArcSight will be calling you to catch up and provide as much information as we can about today’s news.

On behalf of all of us at ArcSight, I want to thank you for your business and your loyalty. We look forward to continuing our relationship with you for many years to come. In the meantime, we are committed to being as open and as honest with you as possible, and we will update you as we can.

Do not hesitate to contact me or your local ArcSight representative with any questions, and we look forward to speaking in the days ahead. Thank you again for your continued support and we are excited about a bright future.

Sincerely,

Tom Reilly, President and CEO
ArcSight

Forward-Looking Statements

Securities Law Disclosures

EX-99.E 6 f56865exv99we.htm EX-99.E exv99we

Exhibit E

Email to Technical Partners

Dear Valued Partner,

I am pleased to share some exciting news with you. Today we announced that we have entered into a definitive merger agreement in which ArcSight will be acquired by HP, the world’s largest technology company. The joint press release with HP can be viewed here.

First and foremost, I want to assure you that we remain committed to providing you with the highest level of service and collaboration that you have come to expect from ArcSight. We have also assured our valued customers that our partnerships with you will remain unchanged and together our efforts to secure our customers’ most valued assets will remain uninterrupted.

As you know, the strong demand for ArcSight’s solutions reflects today’s increasingly sophisticated number of cyber attacks and enterprise threats. Organizations require a modern security approach that is multi-dimensional, taking into account all data within an organization, who has access to it and what they are doing at all times. The world is becoming increasingly interconnected, and new technology innovations such as cloud computing, SaaS applications, virtualization, social networking, and mobile productivity tools create new avenues for cyber criminal activity.

Further exacerbating the situation is a growing number of regulatory and compliance mandates. Continuing to layer multiple preventive products after the fact simply won’t work anymore. We believe organizations need a new approach. IT and security activities must converge and application security must be designed in, to give the deeper context to quickly mitigate risks. A new holistic approach is needed to help secure the modern enterprise: visibility, context and continuity. We expect that the combination with HP, the world’s largest technology company, will allow us to offer enhanced enterprise threat and risk management solutions that will deliver broader visibility, deeper context, and faster remediation that will reduce risk and improve compliance for enterprises.

I know that you may have questions in the days and weeks ahead — please do not hesitate to contact me or Jeff Scheel, SVP, Business Development for ArcSight. Please be aware that we are still very early in this process so we may not have answers to all of your questions. However, we are committed to being as open and honest with you as possible, and we will update you as we can.

HP’s acquisition of ArcSight is exciting news for all of us, as we will become part of a global company with a greater breadth and depth of resources that we expect will offer you and ArcSight more opportunities for growth. Please join us in celebrating this wonderful news that will provide us with increased business opportunities and allow ArcSight to take a decisive step forward.

Sincerely,

Tom Reilly, President and CEO
ArcSight

Forward-Looking Statements

Securities Law Disclosures

EX-99.F 7 f56865exv99wf.htm EX-99.F exv99wf

Exhibit F

FAQs for Managers

•

Were there other bidders? Who were they? Why didn’t you announce that there was interest in the company?

Details of the process will be provided in the background of the tender offer section of the Company’s SEC filings in connection with the tender offer. Companies do not prematurely announce such matters.

•

Do you anticipate that you will get other bids now? What will you do if you receive a higher offer?

We aren’t going to speculate on matters such as this. The merger agreement carefully details the procedures we are to follow in such an instance.

•

What are the terms of the transaction?

The transaction is a two-step tender offer and back-end merger at $43.50 per share. The merger agreement requires that the tender offer be launched within 10 business days. The completion of the tender offer is subject to the standard minimum 20 business day offer period and customary closing conditions, including regulatory clearances. See the Form 8-K and the merger agreement attached to it for additional details.

•

Will anyone from ArcSight end up as part of HP’s management team and/or Board?

ArcSight will form the core of HP’s security business. HP has extended employment offers to members of ArcSight management. Detailed integration planning will take place while the tender offer and merger are pending.

•

Have you negotiated new contracts for senior management? When will those become public? How long are they for?

HP has extended employment offers to members of ArcSight management. Detailed integration planning will take place while the tender offer and merger are pending.

•

Is there anything in the Material Adverse Condition in the merger agreement that we should be aware of that could derail the transaction?

You should review the merger agreement attached to the Company’s Form 8-K announcing the transaction.

•

Does this transaction require shareholder approval?

The transaction is structured as a tender offer to stockholders. The stockholders will directly respond to the tender offer.

•

What is the timeline for the transaction? When do you expect the transaction to close?

The merger agreement requires that the tender offer be launched within 10 business days. The completion of the tender offer is subject to the standard minimum 20 business day offer period, customary closing conditions, including regulatory clearances.

•

What is your plan if you don’t get the necessary approvals?

We aren’t going to speculate on matters such as this. ArcSight continues to operate its business, and we are optimistic that the necessary approvals and clearances will be obtained.

•

What if the transaction doesn’t go through — haven’t you now positioned yourselves to be “in play” and unable to survive on your own?

We aren’t going to speculate on matters such as this. We are confident that the merger agreement is in the best interest of stockholders. ArcSight continues to operate its business, and we are optimistic that the necessary approvals and clearances will be obtained.

•

How will this affect my options? What about my bonus — will I get it?

The merger agreement provides that vested options will be cashed out at the tender offer price and that unvested options will be assumed. The Company’s employee bonus plans provide that employees will receive a “true up” of quarterly bonuses upon completion of a change of control. Beyond that, detailed integration planning will take place while the tender offer and merger are pending.

•

What about future bonuses?

Detailed integration planning will take place while the tender offer and merger are pending.

•

Will we move offices?

There aren’t any current plans to move offices. Beyond that, detailed integration planning will take place while the tender offer and merger are pending.

•

Will you be giving out any retention bonuses or other incentives to stay? If so, am I eligible?

Detailed integration planning will take place while the tender offer and merger are pending.

Forward-Looking Statements

Securities Law Disclosures

EX-99.G 8 f56865exv99wg.htm EX-99.G exv99wg

Exhibit G

MANAGER TALKING POINTS

What is the news?

	•		HP and ArcSight, Inc. announced today that they have signed a definitive agreement for HP to acquire ArcSight, a leading security and compliance management company, for $43.50 per share, or an enterprise value of $1.5 billion.

	•		The combination of HP and ArcSight will improve security, reduce risk and facilitate compliance at a lower cost for customers. ArcSight’s superior technology is highly complementary with HP’s existing security portfolio of hardware, software and services.

How did today’s announcement come about?

	•		ArcSight’s Board of Directors accepted an offer from HP for $43.50 a share.

	•		Details of the process and the transaction are provided in the documents that were filed with the SEC in relation to the tender offer. All ArcSight employees are encouraged to read these documents, which can be found at http://ir.arcsight.com/sec.cfm and not to speculate on what may or may not happen.

How does the transaction work?

	•		The Form 8-K and the merger agreement that were filed with the SEC have details about the transaction. Briefly, the merger agreement requires that the tender offer be launched within 10 business days.

	•		The completion of the tender offer is subject to the standard minimum 20 business day offer period and customary closing conditions including regulatory clearances. Closing of the transaction is anticipated before the end of the year. All ArcSight employees are encouraged to read the SEC filings, which can be found at http://ir.arcsight.com/sec.cfm and not to speculate on what may or may not happen.

What happens between now and closing? Will HP take over the company immediately?

	•		Closing of the transaction is anticipated before the end of the year. Until closing, the two companies remain separate in order to stay in compliance with antitrust regulations, pending completion of the normal anti-trust review.

	•		Detailed integration planning will take place while the tender offer and merger are pending and will be done by a limited number of ArcSight employees.

	•		All ArcSight employees are encouraged to read the SEC filings, which can be found at http://ir.arcsight.com/sec.cfm and not to speculate on what may or may not happen. It is important to remember that until the transaction closes, nothing changes and ArcSight’s employees will still answer to their managers, not someone from HP.

Why can’t you tell employees more about what is going to happen?

	•		We don’t yet know the answers to many of your questions.

	•		Closing of the transaction is anticipated before the end of the year.

	•		Detailed integration planning will take place while the tender offer and merger are pending and will be done a limited number of ArcSight employees.

	•		ArcSight employees should not speculate on these matters.

What about options and bonuses?

	•		All ArcSight employees are encouraged to read the SEC filings and not to speculate on what may or may not happen. The merger agreement provides that vested options for ArcSight employees will be cashed out at the tender offer price (less the exercise price) and that unvested options will be assumed (with exercise price and share number proportionally adjusted).

	•		ArcSight’s employee bonus plans provide that employees will receive a “true up” of prior quarterly bonuses upon completion of a change of control. It is important to remember that until the transaction closes, nothing changes. Beyond that, detailed integration planning will take place while the tender offer and merger are pending.

Will we become HP or will we still be ArcSight, an HP company?

	•		At this point, we are not going to speculate on what structure the company will take after closing which is anticipated before the end of the year. Until the closing, the two companies remain separate.

	•		Detailed integration planning will take place while the tender offer and merger are pending and will be done by a limited number of ArcSight employees.

	•		ArcSight employees should not speculate on these matters.

What role will ArcSight’s management team play in the new organization?

	•		At this point, we are not going to speculate on what structure the company will take after closing which is anticipated before the end of the year. HP has extended employment offers to members of ArcSight management.

	•		The Form 8-K and the merger agreement that were filed with the SEC have additional details. Until the closing, the two companies remain separate and all ArcSight employees are limited in what they can speculate about in order to stay in compliance with SEC and legal regulations.

Forward-Looking Statements

statements. For information regarding other related risks, please see the “Risk Factors” section of ArcSight’s filings with the United States Securities and Exchange Commission, including its most recent filings on Form 10-K and Form 10-Q.

Securities Law Disclosures

EX-99.H 9 f56865exv99wh.htm EX-99.H exv99wh

Exhibit H

Script for Receptionists and Support Hotline Staff

In response to questions for comment

“Thank you for your inquiry. Today’s press release is posted on our website at arcsight.com or you might call HP at +1 866-266-7272 for additional information.”

If further pressed for comment

“The press release includes contact information. I would urge you to call HP at +1-866-266- 7272 for additional information.”

If further pressed for your personal opinion

“I am not an approved spokesperson but please visit our website at arcsight.com or call HP at +1 866-266-7272 for additional information.”

Forward-Looking Statements

Securities Law Disclosures

EX-99.I 10 f56865exv99wi.htm EX-99.I exv99wi

Exhibit I

Customer/Partner voicemail script

Hi . This is Tom Reilly from ArcSight. I wanted to reach out to you to follow up on the announcement we made early this morning about being acquired by HP. I’m really excited about this opportunity as the combined company will provide a new approach to securing your assets. When you have a moment, let’s touch base and I can walk you through the announcement, our vision, and next steps. As you can imagine, it will be a hectic next few days but I do want to talk to you so please try me here at the office at (408) 864-2649 or on my cell (650) 208-0481. Thanks.

People to call:
Customers (in order of contribution size):

	1.		Wells Fargo, Steve Brom: 612.667.7592

	2.		DISA, Richard Hale: 703.882.1500 x381

	3.		DOJ, Dennis Heretick: 202.353.1974

	4.		USAF, Marc Bastien: 781.377.1711

	5.		B of A, Chad Renfro: 469.201.8261

	6.		Walmart, Kevin Turner: 479.273.4000

	7.		FBI, Fred Newberry: 202.324.6108

	8.		Citi, Charles Blauner: 908.563.3589

	9.		RIM, Peter Romano: 519.888.7465 x72425

Employees to call:

	1.		Pres: 443.852.1920

	2.		Iain: 011 44 77 2167 6156

	3.		Mark B.: 617.816.0829

	4.		Glen: 540.809.6958

	5.		Barry: 561.789.8566

Forward-Looking Statements

Securities Law Disclosures

EX-99.J 11 f56865exv99wj.htm EX-99.J exv99wj

Exhibit J

Open Letter from Tom Reilly

I’m delighted to share some exciting news: we recently signed a definitive merger agreement with HP.

As you know, the world is becoming increasingly interconnected and new technology innovations such as cloud computing, SaaS applications, virtualization, social networking, and mobile productivity tools create new avenues for cyber criminal activity. Further exacerbating the situation is a growing number of regulatory and compliance mandates. Continuing to layer multiple preventive products after the fact simply won’t work anymore. We believe organizations need a new approach. IT and security activities must converge and application security must be designed in, to give the deeper context to quickly mitigate risks. A new holistic approach is needed to help secure the modern enterprise: visibility, context and continuity.

We expect that the combination with HP, the world’s largest technology company, will allow us to offer enhanced enterprise threat and risk management solutions that will create broader visibility, deeper context, and faster remediation that will reduce risk and improve compliance for enterprises.

ArcSight will become part of a global company with a greater breadth and depth of resources that we expect has the ability to offer us more opportunities for growth than ever before. Please join me in celebrating this news that will allow ArcSight to take a decisive step forward.

Forward-Looking Statements

Securities Law Disclosures

EX-99.K 12 f56865exv99wk.htm EX-99.K exv99wk

Exhibit K

Email to All ArcSight Employees from General Counsel

Dear ArcSighters,

We have received a number of questions regarding the trading window and the impact of the transaction with HP on your options.

With respect to the trading window, the window currently remains open, so you are able to trade in ArcSight securities. We anticipate that the trading window will close on October 1, 2010, as is generally the case under our insider trading policy, as it is the first day of the last month of our fiscal quarter.

With respect to the impact of the transaction with HP on your options, the merger agreement provides that vested options will be cashed out at the tender offer price of $43.50 (less the exercise price for each vested share subject to your option) and that unvested options will be assumed. We will hold informational sessions regarding your options as we get closer to the closing date. For now, please see the Form 8-K and the merger agreement attached to it for additional details.

Regards,

Trâm

Trâm T. Phi
ArcSight, Inc.
Vice President and General Counsel

Forward-Looking Statements

Securities Law Disclosures

GRAPHIC 13 f56865f5686500.gif GRAPHIC begin 644 f56865f5686500.gif M1TE&.#EAD0`M`.8``+>WM[8J-M&)C?CGY_K\_/3Z^JNKJ^>LK_GZ^=2PL]1U M>?S\_)F9F>WM[8&!@:U(3^3DY,(H-/W]^?ST\_3:W/S[]<1*4T1$1/_\_?7U M]:LY0L%Z?WEZ><3%Q/G\^OO>Y?WY^M75U?KV[/WZ^]O;V_3Z]OW^_FIK:^.- MD,G*RA<8&#T]/2SW^>>[O.S8UI-2@H^[(NU`< M)>CIZ??W^/CAX6PX0NS?X^C-TGDY.3TI)2F1E98L\1H]G86!?7R@?(?W]_?[^_O___R'Y!``````` M+`````"1`"T```?_@'^"@X08?2TM&(8$!(2.CY"1DI.4E9:/?IF9C7V,)B,@ M(#XU"Q@C%9>4&#=_B:LF!"9^J;2UMK>2F0M^?06^!#P8%1(2&+B.F28F-XHW M-K''T=+2RLI_?0LWH`-O'@LC$A4>!+/3U;+,&"T>)M/N[Y<^\NVEBC\*&W0_ M(Q[]$BW1^@C"=N.&B1;,;D";EHG0K(;P_F3JP^N2)HI^&/EHE^Y'G0`!-`@8 M4*"&CQ82*&F*A.!:A0J@;"!4),L=+P(9&CWTLX``MG+'>"V@*-"2)@2=-,HJ M-8('%041BUCS)-!77%D$)'`4@7;'C4 M0#:T00H&;FR#'JA700X:`60,ZZ-HN:U.#4Y,":,C#'*60@1084$0#`KP@P0$ M8+`++SZLTM9![TGDQV?,S-(.0ASH,(4*+P!PW`D="")+98-`""<"!`X4L! MPA:PT0@2^E"`!"4U2P``782Q0@@FN'?-4+P(M%"+$Q*X0'P2B260$"O0.,>@ M1.F$S0+LFK!C&'=8VHA$#OF"`%83'*!!'GKLP4*J+.`!``3QM4".ALLLXT,? M`W1IP1"T;I!%`2///B*!1`9(%`46`2QC``($"2AAQ!93Z*#%'7X=X=@N7FVXH@\$C)!` M!!$HP,8#BWU0PPTHL0O%$P+@\,,'!RC0Q`8#,&+S#SV@T(0+3/0!`@,Z@('' MGHA(U-4L"X0PUQ@M@84`"7-\<8<=>!C0P`(D.```4J_ID,8<)##PQ0HKO!`' M!(_]Y(0<)W`1AA<-("7Z8#.YAA4G-PS&O"P(4OW&F"W$'#&&+A$P/P MR#O<62`#*;*B/NP@!6;P0O6F(`8U3.$+.YB(0RBR"^\91"(U($`2^&8!-D@@ M`3G(C\A:8`-E2($&.4AB_:((IA)4X0#T"T(4-2"#;SC!AGE"@A#0Q8M,*)"! M#O0#`N;@!>YP@05:2!4*#4`1I.$I#2!<(!C@%0)!+,``:>#.=KB@0@?XQ`1] M@,`<[B"&/>J`!6:`PPFDY89+J>(S:K'9`>JW@1\08/\)5@C``SXP@A:4!`,3 ML$(.UI#$*Q`A"DMXB;ZB8H4-)(`)4B`%$C@PR"]`@&KR,<$9'3!&/SCA25,X M`1D:``$`P(9&><"*4`"NP@``3QX9P4'ZPH9\!BOJG4@#HSTCAC8U@$W!`\!@%3!&%P5 M"47T`9\W&`#?K&!$A`@`)"C_F$`!/("-#'0I`$V@0`F@,%8""(`&-+""#+CF MN'[H#8Z"JH/"'"`=^+P!W:1AT8,:%X9Q\`C M,?SR)Y+J$03$E!(8 M6*!6`ZC!(7S@U0A8H0<@B`$"/%"#'RPH!RC@00Q(89M#M&!#0I!#'$7D@"-\ MS@]YI6D;5S"EKC"B#P80@P[,(!E$G><:@^A#`[Q`HWJ"-[)W2$Z=RC4%-`#@ M=05P2PL0X`,/2&`,?`B#:"LB"40 M8`,]D`&^BJ$.;AD:`LP0ABDD5B`P?L2,:TP('$LV(\^+WK\6>#T#D*!N($#" M'%2@`C*L:,D$X"T&-KF&)HB@`A0%@0RL$`0+_&`8/NCRES/2!Q\@00:W:H)P M#('(-%MH(GT(08K#<()605?.8R0``[9S!R<@90$??A(]5_\4:$<,6@4V%H2A M>UI<`AC'`:?:XU`=4-0LB)0%)*`(0"1!-[#QX*I?&H*ZU4V$)]B*!E$0!P$: M_&`_G,0'"(!!5,KL@QMTI2#_[O!0NN(`0JX@.;]FH!!XH6OOV,'1(:C#KO$` M4D8E+<:#>':T_S#MR3J/:@1P`SJ7>[S6[8%2SK6.0TPP"@HXE$&TBF(.-$`$ M%`0@!T2H0A#I_0$_R,1F;*B?!MB`A,H.#2!4'YHM8QI#N]`YSA9_P>*!!IB*#V#001=0\P6C4JE%R&A+?1.@@:A$ MD4$Y",+YBE"_)B3!`SZH@I_TO-\YQ+DI0MS<`P4G1`L./&6`I@72E M9J/W@U4(`)6\)>#W"0`"%;3T@RL$(3HC,('@5XT(!"SK"5U2GPA*0'T/''*($?7JP2W;U8',^%**0A[.E4`LO M,(`;$%GX2WTF?`9U6Y$6"B`@`2.``.<&$D\P`<$R>#UG`Q!"-Q0P*[9%!!3P M:2]A`SYP!#G1%4(``(LF!TB1<`W4(IU``G$D!E\0!R$@!#TA%*4G",^&>M*F M>I'0/J-0_P`E(`(HD!D;(`=VH`7;\6,.``=N@TA=L0XQP`3[QG@V\Q(50`H5 M@%H1X`(?T(`S]X`2D`TU@`$R\`!XHP%-\`02)6]R(`=E$`).$`\PMT```9_"&0@$X/Y``1"`#`U`!!>`':<8*]54!,T`$1``$"``%+ID`/U`" M$K`,IN`''F`R.)D``K`!,]`"5G$<''`")Q`'8Y!#XL$+BC0'QN8(M\<3)N`& M7\`==N`>>@$`<^!HR(`$!K"6;@`0%'$$!C`'`+`#*G(.2;$;![`@^3$`$.(( M/=$31S`&#?`0-[``_L0#4B`%)4`QN?'_&2:@)14P`3P@"L`P`1/0$Q@@#\RP M#EI2`@@X`3_``[Q5`#:``%C0`#L@4V146-E"$9:Q+IV``&.08FDP(!F!%+>G M%9/7`CU4*$*1#-6P(4TQ`RCP6A&P`12@-:43?F4$6.3P<8<@`1[@&`C@;[8Q M-^,`>'33$R,H-E3"?[#0#[O5%3WA$TS$5;B6%)L`!X*2VP,*TP;G[D-1CA$(,@%CZ!`'+0'0:PH!M" M+P%9%)#!FF5$_R7]*0_>@P%O@`,@<04','TEP8Y:,3QGZ09SX(+S@A"%\7C& MP%F@TA"X`#R:9_1D`SSH`@@D`0* M@`(4P`,E8`./-P(^X!#QE`)TP0&#R3SW6:5IYG/*\#T80`P>0).&T`_L:`T& MX@/9X%]@09->F@L_T1/DZ00KP$$#PA;(*`N*<`J/ER8`A"SM$)`,T`$,(`<& M<`24,0O^)0_486O/P*G,0`S5Z53]\`NP;J@L88'T2$@N?,ZKA1P(^`P%NX$!2ZE^3#[$*3$0,4D5B*`.G14AC,`,&@BNS>!?MF8EX>J8$K$*K<"N3>2NMI`)8Z`%:(`& MD])G9N""KFD.7Z$,\F!O`.L*_N8!CG!0=.B`&>CI? M;5&S0!NT0JN;(7`'7L`"*\`!9)`![#*S0_NT4'L,;C&03L`>=T$UL)"L4;NU =7&L1#4$U;R=U6MNU9%NV+UL.%?$>1&&VM1`(`#L_ ` end -----END PRIVACY-ENHANCED MESSAGE-----