HP INC — Major Shareholding Notification 2010

Oct 27, 2010

SC 13D/A 1 a10-17977_4sc13da.htm SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A

*Under the Securities Exchange Act of 1934*

*ArcSight, Inc.*

(Name of Issuer)

*Common Stock, $0.00001 par value per share*

(Title of Class of Securities)

*039666102*

(CUSIP Number)

*Paul T. Porrini*

*Vice President, Deputy General Counsel & Assistant Secretary*

*Hewlett-Packard Company*

*3000 Hanover Street*

*Palo Alto, CA 94304*

*(650) 857-1501*

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

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

*October 21, 2010*

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

*Note:* Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7(b) for other parties to whom copies are to be sent.

• The remainder of this cover page shall be filled out for a reporting company’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SEQ.=1,FOLIO='',FILE='C:\JMS\105938\10-17977-4\task4325936\17977-4-ba.htm',USER='105938',CD='Oct 27 23:44 2010'

CUSIP No. 039666102 — 1.	Name of Reporting Person. Hewlett-Packard Company
2.	Check the Appropriate Box
if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3.	SEC Use Only
4.	Source of Funds (See
Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o N/A
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 0
	8.	Shared Voting Power 1000
	9.	Sole Dispositive Power 0
	10.	Shared Dispositive Power 1000
11.	Aggregate Amount
Beneficially Owned by Each Reporting Person 1000
12.	Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class
Represented by Amount in Row (11) 100%
14.	Type of Reporting Person
(See Instructions) CO

2

SEQ.=1,FOLIO='2',FILE='C:\JMS\105938\10-17977-4\task4325936\17977-4-ba.htm',USER='105938',CD='Oct 27 23:44 2010'

CUSIP No. 039666102 — 1.	Name of Reporting Person. Priam Acquisition Corporation
2.	Check the Appropriate Box
if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3.	SEC Use Only
4.	Source of Funds (See
Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o N/A
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 0
	8.	Shared Voting Power 1000
	9.	Sole Dispositive Power 0
	10.	Shared Dispositive Power 1000
11.	Aggregate Amount
Beneficially Owned by Each Reporting Person 1000
12.	Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class
Represented by Amount in Row (11) 100%
14.	Type of Reporting Person
(See Instructions) CO

3

SEQ.=1,FOLIO='3',FILE='C:\JMS\105938\10-17977-4\task4325936\17977-4-ba.htm',USER='105938',CD='Oct 27 23:44 2010'

Item 1.	Security and Issuer
This
Amendment (this “Amendment”) amends and supplements the Schedule 13D filed
with the Securities and Exchange Commission (the “SEC”) on September 22,
2010 (the “Schedule 13D”) by Hewlett-Packard Company, a Delaware corporation
(“HP”) and Priam Acquisition Corporation, a Delaware corporation and
wholly-owned, direct or indirect subsidiary of HP (“Merger Sub,” and together
with HP, the “Reporting Persons”), and is filed to reflect information
required by Rule 13d-2 under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), with respect to the shares of common stock, par
value $0.00001 per share (the “Shares”) of ArcSight, Inc., a Delaware
corporation (“ArcSight”). Capitalized
terms used in this Amendment and not otherwise defined herein have the
meanings ascribed to such terms in the Schedule 13D. Except
as otherwise set forth below, the information set forth in the Schedule 13D
remains unchanged and is incorporated by reference into this Amendment.
Item 3.	Source and Amount of Funds or Other
Consideration
The
response to Item 3 of the Schedule 13D is hereby amended and restated in its
entirety as follows: Pursuant
to the terms of the Offer, at 12:00 midnight, New York City time, on October 20,
2010, the Offer expired. Following
such expiration, Merger Sub accepted for payment in accordance with the terms
of the Offer all Shares that were validly tendered and not properly withdrawn
prior to the expiration of the Offer, with payment for such Shares to be made
promptly in accordance with the terms of the Offer. The depository for the Offer has advised
the Reporting Persons that, as of 12:00 midnight, New York City time, on
October 20, 2010, an aggregate of 33,073,827 Shares (including 2,484,239
Shares that were tendered pursuant to notice of guaranteed delivery) were
validly tendered and not properly withdrawn in the Offer, representing
approximately 92.1% of the outstanding Shares as of the expiration date of
the Offer, or approximately 85.1% excluding Shares delivered pursuant to a
notice of guaranteed delivery. In
order to complete the Merger as a short-form merger pursuant to Section 253
of the Delaware General Corporation Law, on October 21, 2010, Merger Sub
exercised its Top-Up Option, and ArcSight issued 36,891,559 shares to Merger
Sub, at a price per Share of $43.50.
Merger Sub paid for the Top-Up Shares by delivery of cash and a
promissory note. On
October 22, 2010, Merger Sub and HP completed the acquisition of
ArcSight, filing with the Secretary of State of Delaware, a Certificate of
Ownership and Merger in accordance with Section 253 of the Delaware
General Corporation Law pursuant to which Merger Sub was merged with and into
ArcSight with ArcSight surviving as a wholly-owned subsidiary of HP. At the effective time of the Merger, each
Share issued and outstanding and not tendered and accepted for payment in the
Offer (other than Shares held by HP, Merger Sub, ArcSight, or by an direct or
indirect wholly-owned subsidiary of HP, Merger Sub or ArcSight, or by
stockholders who properly perfected appraisal rights under Delaware law) was
converted into the right to receive $43.50 in cash, without interest, and
less any required withholding taxes.
Each share of Merger Sub’s common stock was converted into one share
of common stock of ArcSight, the surviving corporation. As a result, immediately following the
Merger, HP owned 1000 shares of common stock of ArcSight, representing 100%
of the issued and outstanding shares of ArcSight. In
connection with the Offer and Merger, Merger Sub paid, in the aggregate,
approximately $1.7 billion in cash consideration, consisting of cash on hand
and proceeds of short term borrowings from HP.

4

SEQ.=1,FOLIO='4',FILE='C:\JMS\105938\10-17977-4\task4325936\17977-4-ba.htm',USER='105938',CD='Oct 27 23:44 2010'

Item 4:	Purpose of Transaction
The
response to Item 4 of the Schedule 13D is hereby amended and supplemented to
add the following: On
October 21, 2010, HP reported the final tabulated results of the
Offer. The depository for the Offer
reported a final count of 33,073,827 Shares tendered (including 2,484,239
Shares delivered pursuant to a notice of guaranteed delivery), reflecting
approximately 92.1% of the outstanding Shares as of the expiration date of
the Offer, or approximately 85.1% excluding Shares delivered pursuant to a notice
of guaranteed delivery. In
order to complete the Merger as a short-form merger pursuant to Section 253
of the Delaware General Corporation Law, on October 21, 2010, Merger Sub
exercised its Top-Up Option, and ArcSight issued 36,891,559 Shares to Merger
Sub, at a price per Share of $43.50.
Merger Sub paid for the Top-Up Shares by delivery of cash and a
promissory note. On
October 22, 2010, Merger Sub and HP completed the acquisition of
ArcSight, filing with the Secretary of State of Delaware, a Certificate of
Ownership and Merger in accordance with Section 253 of the Delaware
General Corporation Law pursuant to which Merger Sub was merged with and into
ArcSight with ArcSight surviving as a wholly-owned subsidiary of HP. At the effective time of the Merger, each
Share issued and outstanding and not tendered and accepted for payment in the
Offer (other than Shares held by HP, Merger Sub, ArcSight, or by an direct or
indirect wholly-owned subsidiary of HP, Merger Sub or ArcSight, or by
stockholders who properly perfected appraisal rights under Delaware law) was
converted into the right to receive $43.50 in cash, without interest, and
less any required withholding taxes.
Each share of Merger Sub’s common stock was converted into one share
of common stock of ArcSight, the surviving corporation. As a result, immediately following the
Merger, HP owned 1000 shares of common stock of ArcSight, representing 100%
of the issued and outstanding shares of ArcSight. In
addition, on October 22, 2010, pursuant to the terms of the Merger
Agreement (i) all directors and officers of ArcSight immediately prior
to the effective time of the Merger resigned as directors and officers of
ArcSight, (ii) the directors and officers of Merger Sub immediately
prior to the effective time of the Merger became the directors and officers
of ArcSight, (iii) ArcSight’s Certificate of Incorporation was amended
to be substantially in the form of Merger Sub’s Certificate of Incorporation
as in effect immediately prior to the effective time of the Merger, (iv) the
Bylaws of ArcSight were amended and restated substantially in the form of
Merger Sub’s Bylaws as in effect immediately prior to the effective time of
the Merger, and(v) NASDAQ filed with the SEC a Notification of Removal
from Listing and/or Registration under Section 12(b) of the
Exchange Act to delist and deregister ArcSight’s common stock. ArcSight plans to file with the SEC a
certification requesting the deregistration of ArcSight’s common stock and
the suspension of ArcSight’s reporting obligations under Section 13 and
15(d) of the Exchange Act.
Item 5.	Interest in Securities of the Issuer
The response to Item 5 of the Schedule 13D is hereby amended and
restated in its entirety to read as follows: (a)-(b)
On October 20, 2010, Merger Sub accepted for payment and purchased
33,073,827 Shares that had been validly tendered into the Offer (includes
2,484,239 Shares tendered pursuant to a notice of guaranteed delivery),
representing approximately 92.1% of the Shares outstanding as of the
expiration date of the Offer, or approximately 85.1% excluding Shares
tendered pursuant to a notice of guaranteed delivery. In order to complete the Merger as a
short-form merger pursuant to Section 253 of the Delaware General
Corporation Law, on October 21, 2010, HP exercised its Top-Up Option,
and Merger Sub thereby acquired an additional 36,891,559 Shares. As of the date of filing of this Amendment, HP beneficially owns an
aggregate of 1000 shares of ArcSight, representing 100% of the outstanding
shares of ArcSight. Of such Shares, HP
has sole voting and dispositive power with respect to 1000 Shares. Except
as set forth in this Item 5, none of the Reporting Persons, and to the
knowledge of the Reporting Persons, none of the persons named in Schedule I
to the Schedule 13D beneficially own any Shares.

5

SEQ.=1,FOLIO='5',FILE='C:\JMS\105938\10-17977-4\task4325936\17977-4-ba.htm',USER='105938',CD='Oct 27 23:44 2010'

| (c). Except as disclosed
herein or incorporated by reference into this Amendment, none of the
Reporting Persons or the persons named in Schedule I to the Schedule 13D, has
effected any transactions in the Shares in the past 60 days. (d) Except as set forth in this Item 5, to the knowledge of the
Reporting Persons, no other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of the
Shares. (e). Not applicable. | |
| --- | --- |
| Item 7. | Material to be Filed as Exhibits |

Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

Exhibit No.	Description
Exhibit 8	Text
of Press Release issued by HP on October 21, 2010 (incorporated herein
by reference to Amendment No. 4 to the Schedule TO filed by the
Reporting Persons with the SEC on October 21, 2010).

6

SEQ.=1,FOLIO='6',FILE='C:\JMS\105938\10-17977-4\task4325936\17977-4-ba.htm',USER='105938',CD='Oct 27 23:44 2010'

*Signature*

After reasonable 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.

| Date: October 27,
2010 | HEWLETT-PACKARD COMPANY | |
| --- | --- | --- |
| | /S/ PAUL T. PORRINI | |
| | Name: | Paul T. Porrini |
| | Title: | Vice President, Deputy
General Counsel and Assistant Secretary |
| Date: October 27,
2010 | PRIAM ACQUISITION
CORPORATION | |
| | /S/ PAUL T. PORRINI | |
| | Name: | Paul T. Porrini |
| | Title: | President
and Secretary |

7

SEQ.=1,FOLIO='7',FILE='C:\JMS\105938\10-17977-4\task4325936\17977-4-ba.htm',USER='105938',CD='Oct 27 23:44 2010'