SC TO-T/A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Schedule TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

(Amendment No. 1)

ARCSIGHT, INC.
(Name of Subject Company (Issuer))

Priam Acquisition Corporation
and
Hewlett-Packard Company
(Names of Filing Persons (Offerors))

Common Stock, par value $0.00001 per share
(Title of Class of Securities)

039666102
(CUSIP Number of Class of Securities)

Paul T. Porrini
Vice President, Deputy General Counsel & Assistant Secretary
Hewlett-Packard Company
3000 Hanover Street
Palo Alto, California 94304
(650) 857-1501
(Name, Address and Telephone Numbers of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)

Copies to:
David K. Ritenour Vice President and Associate General Counsel Hewlett-Packard Company 3000 Hanover Street Palo Alto, California 94304 (650) 857-1501	Russell C. Hansen Mark S. Lahive Gibson, Dunn & Crutcher LLP 1881 Page Mill Road Palo Alto, California 94304 (650) 849-5300

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$1,649,398,407	$117,602.11

*

Calculated solely for purposes of determining the filing fee. The calculation assumes (i) the purchase of 34,764,555 outstanding shares of ArcSight common stock at $43.50 per share, which is the offer price, plus (ii) $137,140,264, which is the intrinsic value of the outstanding options (i.e., the excess of $43.50 over the per share exercise price).

**

Calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, and Fee Rate Advisory #4 for fiscal year 2010, issued December 17, 2009, by multiplying the transaction value by .00007130.

ý

Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$117,602.11
Filing Party:	Priam Acquisition Corporation and Hewlett-Packard Company
Form or Registration No.:	Schedule TO-T
Date Filed:	September 22, 2010

o

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

Check the appropriate boxes below to designate any transactions to which the statement relates:

ý

third-party tender offer subject to Rule 14d-1.

o

issuer tender offer subject to Rule 13e-4.

o

going-private transaction subject to Rule 13e-3.

o

amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

o

Rule 13e-4(i) (Cross-Border Issuer Tender Offer)



o

Rule 14d-1(d) (Cross-Border Third Party Tender Offer)

        This Amendment No.1 (this "Amendment") amends and supplements the Tender Offer Statement on Schedule TO (as amended or supplemented, the "Schedule TO") that was originally filed with the Securities and Exchange Commission on September 22, 2010 by Priam Acquisition Corporation, a Delaware corporation ("Purchaser") and a wholly-owned, direct or indirect, subsidiary of Hewlett-Packard Company, a Delaware corporation ("HP"), and HP. The Schedule TO relates to the offer by Purchaser to purchase all outstanding shares of common stock, par value $0.00001 per share (the "Shares"), of ArcSight, Inc., a Delaware corporation ("ArcSight"), at a price of $43.50 per Share, net to the seller in cash without interest thereon and less any required withholding taxes, upon terms and subject to the conditions set forth in the Offer to Purchase dated September 22, 2010 (the "Offer to Purchase") and in the related Letter of Transmittal (which together with any amendments or supplements thereto, collectively constitute the "Offer"), copies of which were filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. Capitalized terms used and not defined in this Amendment have the meanings assigned to such terms in the Offer to Purchase.

        Except as otherwise set forth below, the information set forth in the Schedule TO remains unchanged and is incorporated by reference into this Amendment.

Item 11.    Additional Information.

        (a)(3) On October 1, 2010, we received early termination of the mandatory waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"). Accordingly, the portion of the Antitrust Condition relating to the HSR Act has been satisfied. The Offer continues to be subject to the other conditions set forth in Section 14—"Conditions to the Offer" of the Offer to Purchase, including, among other things, the satisfaction of the other elements of the Antitrust Condition relating to compliance with antitrust laws in Austria and Germany and the satisfaction of the Minimum Condition.

Item 12.    Exhibits.

        Exhibit (a)(1)(B) is hereby amended by:

        On page 12 of the Form of Letter of Transmittal, deleting the last sentence in its entirety.

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SIGNATURE

        After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Hewlett-Packard Company
By:	/s/ PAUL T. PORRINI
	Name:	Paul T. Porrini
	Title:	Vice President, Deputy General Counsel & Assistant Secretary
Priam Acquisition Corporation
By:	/s/ PAUL T. PORRINI
	Name:	Paul T. Porrini
	Title:	President and Secretary

Dated: October 5, 2010

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EXHIBIT INDEX

(a)(1)(A)	Offer to Purchase, dated September 22, 2010 incorporated by reference to the Schedule TO filed by HP on September 22, 2010.
(a)(1)(B)	Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9) incorporated by reference to the Schedule TO filed by HP on September 22, 2010.
(a)(1)(C)	Form of Notice of Guaranteed Delivery incorporated by reference to the Schedule TO filed by HP on September 22, 2010.
(a)(1)(D)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees incorporated by reference to the Schedule TO filed by HP on September 22, 2010.
(a)(1)(E)	Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees incorporated by reference to the Schedule TO filed by HP on September 22, 2010.
(a)(1)(F)	Text of press release issued by HP and ArcSight on September 13, 2010(1).
(a)(1)(G)	Form of summary advertisement, published September 22, 2010 in The Wall Street Journal incorporated by reference to the Schedule TO filed by HP on September 22, 2010.
(b)	Not applicable.
(d)(1)	Agreement and Plan of Merger, dated September 13, 2010, by and among Purchaser, HP and ArcSight(2).
(d)(2)	Tender and Voting Agreement, dated as of September 13, 2010, by and among Purchaser, HP and stockholders of ArcSight listed on Schedule I thereto incorporated by reference to the Schedule TO filed by HP on September 22, 2010.
(d)(3)	Tender and Voting Agreement, dated as of September 13, 2010, by and among Purchaser, HP and stockholders of ArcSight listed on Schedule I thereto incorporated by reference to the Schedule TO filed by HP on September 22, 2010.
(d)(4)	Tender and Voting Agreement, dated as of September 13, 2010, by and among Purchaser, HP and stockholders of ArcSight listed on Schedule I thereto incorporated by reference to the Schedule TO filed by HP on September 22, 2010.
(d)(5)	Tender and Voting Agreement, dated as of September 13, 2010, by and among Purchaser, HP and stockholders of ArcSight listed on Schedule I thereto incorporated by reference to the Schedule TO filed by HP on September 22, 2010.
(d)(6)	Tender and Voting Agreement, dated as of September 13, 2010, by and among Purchaser, HP and stockholders of ArcSight listed on Schedule I thereto incorporated by reference to the Schedule TO filed by HP on September 22, 2010.
(d)(7)	Exclusivity Agreement, dated as of August 27, 2010, by and between HP and ArcSight incorporated by reference to the Schedule TO filed by HP on September 22, 2010.
(d)(8)	Offer letter from HP to Hugh Njemanze, dated September 12, 2010 incorporated by reference to the Schedule TO filed by HP on September 22, 2010.
(d)(9)	Offer letter from HP to Thomas Reilly, dated September 12, 2010 incorporated by reference to the Schedule TO filed by HP on September 22, 2010.
(d)(10)	Offer letter from HP to Kevin Mosher, dated September 12, 2010 incorporated by reference to the Schedule TO filed by HP on September 22, 2010.

(d)(11)	Offer letter from HP to Stewart Grierson, dated September 12, 2010 incorporated by reference to the Schedule TO filed by HP on September 22, 2010.
(d)(12)	Offer letter from HP to Tram Phi, dated September 12, 2010 incorporated by reference to the Schedule TO filed by HP on September 22, 2010.
(d)(13)	Offer letter from HP to Jeffrey Scheel, dated September 12, 2010 incorporated by reference to the Schedule TO filed by HP on September 22, 2010.
(g)	Not applicable.
(h)	Not applicable.

(1)

Incorporated herein by reference to Exhibit 99.1 to the Form 8-K filed by HP on September 13, 2010

(2)

Incorporated herein by reference to Exhibit 99.2 to the Form 8-K filed by HP on September 13, 2010

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Item 11. Additional Information.
Item 12. Exhibits.

SIGNATURE
EXHIBIT INDEX

CORRESP

	Hewlett-Packard Company 3000 Hanover Street Mail Stop 1050 Palo Alto, CA 94304-1112 www.hp.com
	October 5, 2010 BY EDGAR Daniel F. Duchovny Special Counsel Office of Mergers and Acquisitions Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3628 Re:      ArcSight, Inc. Schedule TO-T filed on September 22, 2010 File No. 5-83836
Paul T. Porrini Vice President, Deputy General Counsel and Assistant Secretary Tel +1 650 857 4852 Fax +1 650 857 4837 paul.porrini@hp.com	Dear Mr. Duchovny: I write on behalf of Hewlett-Packard Company (“HP”) and Priam Acquisition Corporation, a wholly-owned subsidiary of HP (“Priam”), in response to the letter from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) dated September 27, 2010 (the “Comment Letter”) setting out comments with respect to the Schedule TO-T filed with the Commission on September 22, 2010 (the “Schedule TO”) relating to HP’s proposed acquisition of ArcSight, Inc. (“ArcSight”). In connection with this response to the Comment Letter, HP and Priam are filing with the Commission Amendment No. 1 to the Schedule TO. Set forth below is the response of HP and Priam to each comment contained in the Comment Letter. For ease of reference, we have repeated the Staff’s comments in italicized text prior to the responses. Capitalized terms used but not defined herein are used as defined in the Offer to Purchase, attached as Exhibit (a)(1)(A) to the Schedule TO. Offer to Purchase Certain Information Concerning ArcSight – Projected Financial Information, page 15 1.         We note that the projected financial information included in this section has not been prepared in accordance with GAAP.  As a result, advise us what consideration you have given as to

Daniel F. Duchovny U.S. Securities and Exchange Commission October 5, 2010

whether the projected financial information would require additional disclosure pursuant to Rule 100(a) of Regulation G. We may have additional comments after we review your response. Response:  The projected financial information we received from ArcSight did not include a reconciliation of the differences between the non-GAAP financial measures included with the most comparable financial measures calculated and presented in accordance with GAAP, and we have been advised by ArcSight that such a reconciliation is not available without unreasonable efforts.  Therefore, in accordance with Rule 100(a)(2) of Regulation G, a reconciliation was not included in the Offer to Purchase. Transaction Documents – Executive Compensation Arrangement, page 38 2.         It appears that you have not availed yourself of the safe harbor included in Rule 14d-10(d) with respect to the arrangements described in this section of your offer document.  Thus, please provide us a legal analysis of your compliance with the provisions of Rule 14d-10(a)(2). Response:  In accordance with Rule 14d-10(a)(2), Purchaser is offering the same consideration for each Share that is tendered in the Offer, including any Shares that have been or may be tendered into the Offer by executive officers of ArcSight. Rule 14d-10(d)(1) states that Rule 14d-10(a)(2) “shall not prohibit the negotiation, execution or amendment of an employment compensation, severance or other employee benefit arrangement, or payments made or to be made or benefits granted according to such an arrangement, with respect to any security holder of the subject company,” where the amount payable under the arrangement: ·is being paid or granted as compensation for past services performed, future services to be performed, or future services to be refrained from performing, by the security holder (and matters incidental thereto); and ·is not calculated based on the number of securities tendered or to be tendered in the tender offer by the security holder. The new compensation arrangements (the “Arrangements”) with the executive officers of ArcSight (the “Executives”) have been adopted for the purpose of ensuring the retention of such Executives following the consummation of the Offer and the Merger. HP believes the continued dedication of these Executives, and certain other employees of ArcSight, is

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	Daniel F. Duchovny U.S. Securities and Exchange Commission October 5, 2010
	critical to the success of HP’s acquisition of ArcSight. HP confirms that the amounts payable under the Arrangements will be paid or granted as compensation “for future services to be performed (and matters incidental to those services).”  In addition, the amount payable under the Arrangements also will not be calculated based on the number of securities tendered or to be tendered in the Offer by any security holder.
	We further confirm that we are relying on the safe harbor in Rule 14d-10(d)(2). Rule 14d-10(d)(2) provides a non-exclusive safe harbor pursuant to which the requirements of Rule 14d-10(d)(1) may be satisfied “if the arrangement is approved as an employment compensation, severance or any other employee benefit arrangement solely by independent directors” according to certain procedures.  Rule 14d-10(d)(2)(i) describes one such procedure where “the compensation committee […] of the subject company approves the arrangement, regardless of whether the subject company is a party to the arrangement…”  We have been advised by ArcSight that the Arrangements with the Executives have been approved by the Compensation Committee of ArcSight’s Board of Directors, in accordance with Rule 14d-10(d)(2). The ArcSight Compensation Committee was aware of the Offer at the time it approved the Arrangements for the Executives and, in approving the Arrangements, determined that the Arrangements met the requirements of Rule 14d-10(d)(1). We further note that Rule 14d-10(d)(2)(i) describes another procedure available to satisfy the requirements of Rule 14d-10(d)(1) where, “if the bidder is a party to the arrangement, the compensation committee […] of the bidder approves the arrangement.”  The Arrangements have been approved by the HR and Compensation Committee of HP’s Board of Directors, in accordance with Rule 14d-10(d)(2). The HP HR and Compensation Committee was aware of the Offer at the time it approved the Arrangements for the Executives and, in approving the Arrangements, determined that the Arrangements met the requirements of Rule 14d-10(d)(1). Letter of Transmittal 3.         Provide an analysis supporting your reference to Treasury Department Circular 230 or delete the legend. Response:  Note that the language at issue appears on page 12 of the Letter of Transmittal.  In response to the Staff’s comment, we have deleted the legend on page 12 of the Letter of Transmittal. HP acknowledges and confirms for itself, and on behalf of Priam, that:

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	Daniel F. Duchovny U.S. Securities and Exchange Commission October 5, 2010
	·     it is responsible for the adequacy and accuracy of the disclosure in the filing; ·     Staff comments or changes to disclosure in response to the Staff comments do not foreclose the Commission from taking any action with respect to the filing; and ·     it may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. We hope that these responses adequately address the Staff’s comments. If the Staff has any questions concerning this letter or requires further information, please do not hesitate to contact David Ritenour at (650) 857-3059 or me at (650) 857-4852.
		Very truly yours,
		/s/ Paul T. Porrini
		Paul T. Porrini
	cc:       David Ritenour Hewlett-Packard Company Russell C. Hansen Mark S. Lahive Gibson, Dunn & Crutcher LLP

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