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: September 5, 2008
(Date of earliest event reported)
ArcSight, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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001-33923
(Commission File Number) | | 52-2241535
(IRS Employer Identification No.) |
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5 Results Way
Cupertino, California
(Address of Principal Executive Offices) | | 95014
(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 (seeGeneral Instruction A.2. below):
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| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
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| Item 2.02. | | Results of Operations and Financial Condition. |
On September 9, 2008, ArcSight, Inc. (“ArcSight”) issued a press release announcing its financial results for the first fiscal quarter ended July 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 Item 2.02 of 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 to this Item and Exhibit 99.01 in such filing.
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| Item 5.02. | | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Robert Shaw has determined to retire from his role as Chief Executive Officer of ArcSight, effective October 1, 2008. He will retain his role as ArcSight’s Chairman of the Board. On September 5, 2008, ArcSight’s Board of Directors accepted Mr. Shaw’s resignation and retirement and appointed Thomas Reilly, ArcSight’s current President and Chief Operating Officer, to serve as ArcSight’s Chief Executive Officer, effective October 1, 2008. Mr. Reilly will continue to serve as ArcSight’s President, and will retain responsibility for operations.
In connection with his initial hiring in October 2006, we entered into an employment arrangement with Mr. Reilly. See “Executive Compensation—Employment, Severance and Change of Control Arrangements” in the definitive proxy statement on Schedule 14A for our fiscal 2008 annual meeting (the “Proxy Statement ”) filed with the Securities and Exchange Commission (“SEC”) for information regarding this arrangement. On September 5, 2008, in connection with his appointment as President and Chief Executive Officer, the Compensation Committee of our Board of Directors approved the following additional compensation:
| | • | | Mr. Reilly’s annual base salary will be increased to $375,000 from $300,000; |
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| | • | | Mr. Reilly will be granted a new option to purchase 200,000 shares of our common stock, vesting pro rata monthly over four years; and |
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| | • | | Mr. Reilly will be granted an additional new option to purchase 200,000 shares of our common stock, vesting pro rata monthly over six years. |
The salary increase and option grants described above will be made and granted effective on the day Mr. Reilly’s appointment as President and Chief Executive Officer is effective, October 1, 2008.
As with our other directors and executive officers in preparation for our initial public offering, we entered into an indemnification agreement with Mr. Reilly. The indemnification agreement and our restated certificate of incorporation and restated bylaws require us to indemnify our directors and executive officers to the fullest extent permitted by Delaware law. See “Executive Compensation—Limitations on Liability and Indemnification Matters” in the Proxy Statement for information regarding our indemnification arrangements.
The disclosures regarding Mr. Reilly under the headings “Executive Compensation—Employment, Severance and Change of Control Arrangements” and “Executive Compensation —Limitations on Liability and Indemnification Matters” in the Proxy Statement are incorporated herein by reference. Such descriptions are qualified in their entirety by reference to the full text of the offer letter and indemnity agreement, copies of which are filed as Exhibits 10.1 and 10.14, respectively, to ArcSight’s Registration Statement on Form S-1 (File No. 333-145974) filed with the SEC on October 29, 2007 and November 23, 2007, respectively, which are incorporated into this Item 5.02 by this reference.
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| Item 9.01. | | Financial Statements and Exhibits. |
(d) Exhibits.
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| Number | | Description |
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| | 10.01 | | | Form of Indemnity Agreement entered into between the ArcSight and its directors and executive officers (incorporated by reference to Exhibit 10.1 to ArcSight’s Registration Statement on Form S-1 (File No. 333-145974) filed with the SEC on October 29, 2007). |
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| | 10.02 | | | Offer Letter, dated October 5, 2006, between ArcSight and Thomas Reilly, as amended (incorporated by reference to Exhibit 10.14 to ArcSight’s Registration Statement on Form S-1 (File No. 333-145974) filed with the SEC on November 23, 2007). |
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| | 99.01 | | | Press release issued by ArcSight, Inc., dated September 9, 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.
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| | ArcSight, Inc.
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| | By: | /s/ Stewart Grierson | |
| | | Stewart Grierson | |
| | | Chief Financial Officer | |
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Date: September 9, 2008
EXHIBIT INDEX
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| Number | | Description |
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| | 10.01 | | | Form of Indemnity Agreement entered into between the ArcSight and its directors and executive officers (incorporated by reference to Exhibit 10.1 to ArcSight’s Registration Statement on Form S-1 (File No. 333-145974) filed with the SEC on October 29, 2007). |
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| | 10.02 | | | Offer Letter, dated October 5, 2006, between ArcSight and Thomas Reilly, as amended (incorporated by reference to Exhibit 10.14 to ArcSight’s Registration Statement on Form S-1 (File No. 333-145974) filed with the SEC on November 23, 2007). |
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| | 99.01 | | | Press release issued by ArcSight, Inc., dated September 9, 2008. |
