8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report: March 13, 2008
(Date of earliest event reported)

ArcSight, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

001-33923 (Commission File Number)	52-2241535 (IRS Employer Identification No.)
5 Results Way Cupertino, California	95014
(Address of Principal Executive Offices)	(Zip Code)

(408) 864-2600
(Registrant’s Telephone Number, Including Area Code)

     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 (see General Instruction A.2. below):

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EXHIBIT 99.01

Item 2.02. Results of Operations and Financial Condition.

On March 13, 2008, ArcSight, Inc. (“ArcSight”) issued a press release announcing its financial results for the third fiscal quarter ended January 31, 2008 and providing its business outlook. A copy of the press release is attached as Exhibit 99.01 to this Current Report on Form 8-K.

The information in this Current Report, including Exhibit 99.01 to this Current Report, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 2.02 and in the accompanying Exhibit 99.01 shall not be incorporated by reference into any registration statement or other document filed by ArcSight with the Securities and Exchange Commission, whether made before or after the date of this Current Report, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits.

Number	Description
99.01	Press release issued by ArcSight, Inc., dated March 13, 2008.

SIGNATURES

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

ArcSight, Inc.
By:	/s/ Stewart Grierson
	Stewart Grierson
	Chief Financial Officer

Date: March 13, 2008

EXHIBIT INDEX

Number	Description
99.01	Press release issued by ArcSight, Inc., dated March 13, 2008.

EX-99.01

Exhibit 99.01

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

ArcSight Announces Record Revenues and New Customers for Third Quarter of Fiscal 2008

Company Posts Total Revenues of $27.7 Million and Adds 56 New Customers

Cupertino, Calif. – March 13, 2008 – ArcSight, Inc., (NASDAQ: ARST), a leading global provider of compliance and security management solutions that protect enterprises and government agencies, today announced financial results for the third quarter and nine months ended January 31, 2008.

For the third quarter of fiscal 2008, ArcSight reported total revenues of $27.7 million compared to total revenues of $16.7 million reported in the third quarter of fiscal 2007. Net income on a GAAP basis for the third quarter of fiscal 2008 was $2.4 million, or $0.09 per diluted share, including $143,000 in amortization of intangible assets and $1.3 million in stock-based compensation expense. This compares to a GAAP net loss of $542,000, or $0.05 per share, reported in the third quarter of fiscal 2007, including $130,000 in amortization of intangible assets and $347,000 in stock-based compensation expense.

Non-GAAP net income for the third quarter of fiscal 2008 was $3.8 million, or $0.14 per diluted share, excluding the above-mentioned charges. This compares to a non-GAAP net loss of $65,000, or $0.01 per share, reported in the third quarter of fiscal 2007, excluding the above-mentioned charges.

During the third quarter of 2008, the company generated $7.7 million in cash from operations and closed the third quarter with cash and cash equivalents of $21.2 million. Since the close of the third quarter, ArcSight completed its initial public offering of common stock and raised net proceeds of $46.3 million, after deducting the underwriting discounts and estimated offering expenses.

“We are pleased with our financial results for the third quarter, having executed well across the business,” commented Robert W. Shaw, chairman and CEO of ArcSight. “We continued to win important new customer opportunities as well as follow on sales to existing customers, drove higher levels of partner productivity and showed good traction from sales of our Logger appliance products.

“Our business activity continues to be driven by the increasing demand for enterprise risk compliance management solutions. We believe that we are a market leader and we believe that we are uniquely positioned to help customers of all sizes and across all industries handle security threats and compliance violations and protect their business from major risk,” concluded Shaw.

For the nine-month period ended January 31, 2008, ArcSight reported total revenues of $72.2 million compared to $44.5 million reported for the same period of fiscal 2007. Net loss for the nine-month period of fiscal 2008 was $0.9 million, or $0.09 per share, including $430,000 in amortization of intangible assets and $3.4 million in stock-based compensation expense. This compares to a net loss of $3.7 million, or $0.38 per share, reported in the same period in 2007, including $346,000 in amortization of intangible assets and $842,000 in stock-based compensation expenses.

Non-GAAP net income for the nine-month period of fiscal 2008 was $2.9 million, or $0.11 per diluted share, excluding the above-mentioned charges. This compares to a non-GAAP net loss of $2.5 million, or $0.26 per share, reported in the same period of fiscal 2007, excluding the above-mentioned charges.

Use of Non-GAAP Financial Measures

ArcSight reports all financial information required in accordance with generally accepted accounting principles (GAAP). To supplement the ArcSight unaudited condensed consolidated financial statements presented in accordance with GAAP, ArcSight uses certain non-GAAP measures of financial performance. The presentation of these non-GAAP financial measures is not intended to be considered in isolation from, as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP, and may be different from non-GAAP financial measures used by other companies. In addition, these non-GAAP measures have limitations in that they do not reflect all of the amounts associated with the results of ArcSight operations as determined in accordance with GAAP. The non-GAAP financial measures used by ArcSight include historical non-GAAP net income (loss) and non-GAAP basic and diluted earnings (loss) per share. These non-GAAP financial measures exclude amortization of intangible assets and stock-based compensation from the ArcSight statement of operations.

For a description of these items, including the reasons why management adjusts for them, and reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures, please see the section of the accompanying tables titled “Use of Non-GAAP Financial Information” as well as the related tables that precede it. ArcSight may consider whether other significant non-recurring items that arise in the future should also be excluded in calculating the non-GAAP financial measures it uses.

ArcSight believes that these non-GAAP financial measures, when taken together with the corresponding GAAP financial measures, provide meaningful supplemental information regarding the performance of ArcSight by excluding certain items that may not be indicative of the company’s core business, operating results or future outlook. ArcSight management uses, and believes that investors benefit from referring to, these non-GAAP financial measures in assessing operating results of ArcSight, as well as when planning, forecasting and analyzing future periods. These non-GAAP financial measures also facilitate comparisons of the performance of ArcSight to prior periods.

Conference Call Information

ArcSight will host a conference call and live webcast at 2:00 p.m. Pacific Standard Time today, Thursday, March 13, 2008. To access the conference call, callers from the U.S. and Canada may dial 800-218-4007 and international callers may dial 303-262-2139. The webcast will be available live on the Investor Relations section of the company’s website at www.arcsight.com. An audio replay of the call will also be available to investors by phone beginning at approximately 4:00 p.m. Pacific Standard Time on March 13, 2008, until 11:59 p.m. Pacific Standard Time on March 20, 2008, by dialing 800-405-2236 from the U.S. or Canada or 303-590-3000 from all other countries, and entering passcode 11109896#. In addition, an archived webcast will be available on the Investor Relations section of the company’s website at www.arcsight.com.

Cautionary Statement Regarding Forward Looking Statements

This news release contains forward-looking statements, including without limitation the belief of ArcSight that business activity will be driven by the increasing demand for enterprise risk compliance management solutions, and the company’s belief that it is uniquely positioned to help customers of all sizes and across all industries handle security threats and compliance violations and protect their businesses from major risk. These forward-looking statements are subject to material risks and uncertainties that may cause actual results to differ substantially from expectations. Investors should consider important risk factors, which include: the risk that demand for enterprise risk compliance management solutions may not increase and may decrease; the risk that competitors may be perceived by customers to be better positioned to help handle security threats and compliance violations and protect their businesses from major risk; the risk that the growth of ArcSight may be lower than anticipated; and other risks detailed under the caption “Risk Factors” in the final prospectus for the ArcSight initial public offering filed with the

Securities and Exchange Commission under Rule 424(b)(4) (Registration File No. 333-145974) You can obtain copies of the final prospectus for the ArcSight initial public offering on the SEC’s website at www.sec.gov.

The foregoing information represents the company’s outlook only as of the date of this press release, and ArcSight undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, new developments or otherwise.

About ArcSight

ArcSight (NASDAQ: ARST) is a leading global provider of compliance and security management solutions that protect enterprises and government agencies.  ArcSight helps customers comply with corporate and regulatory policy, safeguard their assets and processes, and control risk.  The ArcSight platform collects and correlates user activity and event data across the enterprise so that businesses can rapidly identify, prioritize, and respond to compliance violations, policy breaches, cybersecurity attacks, and insider threats.  For more information, visit www.arcsight.com.

ArcSight, the ArcSight logo and ArcSight Logger are trademarks of ArcSight, Inc.

Contact Information:
Erica Abrams
415.217.5864
IR@arcsight.com
erica@blueshirtgroup.com

ARCSIGHT, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS
(On a GAAP basis)
(In thousands, except share amounts and par value)

	As of			As of
	January 31,			April 30,
	2008			2007
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	21,231		$	16,917
Accounts receivable, net		9,399			15,554
Capitalized software licenses, current		1,998			249
Other prepaid expenses and current assets		2,786			2,207
Total current assets		35,414			34,927
Restricted cash		842			842
Income taxes receivable		738			761
Property and equipment, net		4,915			2,753
Goodwill		5,746			5,746
Acquired intangible assets, net		2,304			2,734
Capitalized software licenses, non-current		589			394
Other long-term assets		3,863			833
Total assets	$	54,411		$	48,990
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	834		$	2,846
Accrued compensation and benefits		6,154			6,678
Obligations for software licenses		2,427			551
Other accrued liabilities		3,590			3,869
Deferred revenues, current		28,678			24,794
Total current liabilities		41,638			38,738
Deferred revenues, non-current		2,734			4,794
Other long-term liabilities		1,709			328
Total liabilities		46,126			43,860
Stockholders’ equity:
Convertible preferred stock, $0.00001 par value per share; aggregate liquidation preference of $26,918 as of January 31, 2008 (unaudited) and April 30, 2007; 21,601,752 shares authorized as of January 31, 2008 (unaudited) and April 30, 2007; 13,032,497 shares issued and outstanding as of January 31, 2008 (unaudited) and April 30, 2007		26,758			26,758
Common stock, $0.00001 par value per share; 32,500,000 shares authorized as of January 31, 2008 (unaudited) and April 30, 2007; 10,990,993 and 10,620,041 issued and outstanding as of January 31, 2008 (unaudited) and April 30, 2007, respectively		—			—
Additional paid-in capital		27,391			23,479
Deferred stock-based compensation		(169	)		(554	)
Accumulated other comprehensive income (loss)		(48	)		13
Accumulated deficit		(45,647	)		(44,566	)
Total stockholders’ equity		8,285			5,130
Total liabilities and stockholders’ equity	$	54,411		$	48,990

ARCSIGHT, INC.
Consolidated Statement of Operations
(On a GAAP basis)
(In thousands, except per share amounts)
(Unaudited)

	For the Three Months Ended						For the Nine Months Ended
	January 31,			January 31,			January 31,			January 31,
	2008			2007			2008			2007
Revenues:
Products	$	17,698		$	10,209		$	45,573		$	26,883
Maintenance		7,380			4,611			19,627			12,379
Services		2,593			1,914			6,969			5,191
Total revenues		27,671			16,734			72,169			44,453
Cost of revenues:
Products		1,487			625			3,301			1,674
Maintenance(1)		1,456			851			4,083			2,501
Services(1)		1,454			847			3,894			2,731
Total cost of revenues		4,397			2,323			11,278			6,906
Gross profit		23,274			14,411			60,891			37,547
Operating expenses(1):
Research and development		5,063			3,636			14,170			10,569
Sales and marketing		12,760			9,226			37,367			24,689
General and administrative		2,939			2,125			9,927			5,986
Total operating expenses		20,762			14,987			61,464			41,244
Income (loss) from operations		2,512			(576	)		(573	)		(3,697	)
Interest income		158			189			422			449
Other income and expense, net		(60	)		(58	)		(284	)		(134	)
Income (loss) before provision for income taxes		2,610			(445	)		(435	)		(3,382	)
Provision for income taxes		257			97			514			292
Net income (loss)	$	2,353		$	(542	)	$	(949	)	$	(3,674	)
Net income (loss) per common share, basic	$	0.22		$	(0.05	)	$	(0.09	)	$	(0.38	)
Net income (loss) per common share, diluted	$	0.09		$	0.05	)	$	(0.09	)	$	(0.38	)
Shares used in computing basic net income (loss) per common share		10,829			10,153			10,609			9,571
Shares used in computing diluted net income (loss) per common share		27,458			10,153			10,609			9,571
(1) Stock-based compensation expense as included in above
Cost of maintenance revenues		24			1			62			2
Cost of services revenues		23			3			69			7
Research and development		293			136			940			358
Sales and marketing		771			110			1,912			205
General and administrative		171			98			432			270

ARCSIGHT, INC.
Consolidated Statement of Operations
(GAAP to Non-GAAP Reconciliation)
(In thousands, except per share amounts)
(Unaudited)

	For the Three Months Ended					For the Nine Months Ended
	January 31,		January 31,			January 31,			January 31,
	2008		2007			2008			2007
GAAP net income (loss)	$	2,353	$	(542	)	$	(949	)	$	(3,674	)
Plus:
a) Stock-based expenses		1,282		347			3,415			842
b) Amortization of intangibles		143		130			430			346
Non-GAAP net income (loss)	$	3,778	$	(65	)	$	2,896		$	(2,486	)
GAAP net income (loss) per common share, basic	$	0.22	$	(0.05	)	$	(0.09	)	$	(0.38	)
Plus:
a) Stock-based expenses		0.12		0.03			0.32			0.09
b) Amortization of intangibles		0.01		0.01			0.04			0.03
Non-GAAP net income (loss), basic	$	0.35	$	(0.01	)	$	0.27		$	(0.26	)
Non-GAAP net income (loss), diluted	$	0.14	$	(0.01	)	$	0.11		$	(0.26	)
Shares used in computing basic net income (loss) per common share		10,829		10,153			10,609			9,571
Shares used in computing diluted net income (loss) per common share		27,458		10,153			27,409			9,571

Use of Non-GAAP Financial Information

In addition to the reasons stated above, which are generally applicable to each of the items ArcSight excludes from its non-GAAP financial measures, ArcSight believes it is appropriate to exclude certain items for the following reasons:

Amortization of Intangibles. When analyzing the operating performance of an acquired entity, ArcSight management focuses on the total return provided by the investment (i.e., operating profit generated from the acquired entity as compared to the purchase price paid) without taking into consideration any allocations made for accounting purposes. Because the purchase price for an acquisition necessarily reflects the accounting value assigned to intangible assets (including acquired in-process technology and goodwill), when analyzing the operating performance of an acquisition in subsequent periods, ArcSight management excludes the GAAP impact of acquired intangible assets to its financial results. ArcSight believes that such an approach is useful in understanding the long-term return provided by an acquisition and that investors benefit from a supplemental non-GAAP financial measure that excludes the accounting expense associated with acquired intangible assets.

In addition, in accordance with GAAP, ArcSight generally recognizes expenses for internally-developed intangible assets as they are incurred until technological feasibility is reached, notwithstanding the potential future benefit such assets may provide. Unlike internally developed intangible assets, however, and also in accordance with GAAP, ArcSight generally capitalizes the cost of acquired intangible assets and recognizes that cost as an expense over the useful lives of the assets acquired (other than goodwill, which is not amortized, and acquired in-process technology, which is expensed immediately, as required under GAAP). As a result of their GAAP treatment, there is an inherent lack of comparability between the financial performance of internally developed intangible assets and acquired intangible assets. Accordingly, ArcSight believes it is useful to provide, as a supplement to its GAAP operating results, a non-GAAP financial measure that excludes the amortization of acquired intangibles.

Stock-Based Compensation. When evaluating the performance of its consolidated results, ArcSight does not consider stock-based compensation charges. Likewise, the ArcSight management team excludes stock-based compensation expense from its operating

plans. In contrast, the ArcSight management team is held accountable for cash-based compensation and such amounts are included in its operating plans. Further, when considering the impact of equity award grants, ArcSight places a greater emphasis on overall stockholder dilution rather than the accounting charges associated with such grants.

ArcSight believes it is useful to provide a non-GAAP financial measure that excludes stock-based compensation in order to better understand the long-term performance of its business. In addition, given its adoption of SFAS 123R, “Share-Based Payment,” beginning in its fiscal year 2007, ArcSight believes that a non-GAAP financial measure that excludes stock-based compensation will facilitate the comparison of its year-over-year results.