-----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, QY7cfzTgCOEIOHPxj7eBdaWmPxAOX2AaSrsCSD3ZeLcSPyMsEcFwOPGU/nGXm3MK KjdZ+3aET4kTGjys4LOiIQ== 0001047469-07-007048.txt : 20070917 0001047469-07-007048.hdr.sgml : 20070917 20070917080233 ACCESSION NUMBER: 0001047469-07-007048 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070917 DATE AS OF CHANGE: 20070917 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OPSWARE INC CENTRAL INDEX KEY: 0001100813 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 943340178 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-61417 FILM NUMBER: 071118987 BUSINESS ADDRESS: STREET 1: 599 N MATHILDA AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94086 MAIL ADDRESS: STREET 1: 599 N MATHLIDA AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94086 FORMER COMPANY: FORMER CONFORMED NAME: LOUDCLOUD INC DATE OF NAME CHANGE: 20000912 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OPSWARE INC CENTRAL INDEX KEY: 0001100813 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 943340178 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-61417 FILM NUMBER: 071118988 BUSINESS ADDRESS: STREET 1: 599 N MATHILDA AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94086 MAIL ADDRESS: STREET 1: 599 N MATHLIDA AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94086 FORMER COMPANY: FORMER CONFORMED NAME: LOUDCLOUD INC DATE OF NAME CHANGE: 20000912 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HEWLETT PACKARD CO CENTRAL INDEX KEY: 0000047217 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER & OFFICE EQUIPMENT [3570] IRS NUMBER: 941081436 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 3000 HANOVER ST STREET 2: MS 1050 CITY: PALO ALTO STATE: CA ZIP: 94304 BUSINESS PHONE: 6508571501 MAIL ADDRESS: STREET 1: 3000 HANOVER ST STREET 2: MS 1050 CITY: PALO ALTO STATE: CA ZIP: 94304 SC TO-T/A 1 a2179764zscto-ta.htm SC TO-T/A
QuickLinks -- Click here to rapidly navigate through this document

UNITED STATES
SECURITIES ANDEXCHANGE COMMISSION
Washington, D.C. 20549

Schedule TO
(Amendment No. 7)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

OPSWARE INC.
(Name of Subject Company (Issuer))

HEWLETT-PACKARD COMPANY
ORCA ACQUISITION CORPORATION
(Names of Filing Persons (Offerors))

Common Stock, par value $0.001 per share
(Title of Class of Securities)

68383A 10 1
(CUSIP Number of Class of Securities)

Charles N. Charnas, Esq.
Vice President, Deputy General Counsel and 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:

Paul T. Porrini, Esq.
David K. Ritenour, Esq.
Hewlett-Packard Company
3000 Hanover Street
Palo Alto, California 94304
(650)857-1501

Christopher E. Austin, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006
(212) 225-2000

CALCULATION OF FILING FEE

Transaction Valuation*		Amount of Filing Fee**
$1,706,967,870.19		$52,404

*	Estimated for purposes of calculating the filing fee only. The transaction valuation was calculated by adding the sum of (i) the offer price of $14.25 per share multiplied by 105,811,082 shares of common stock, par value $0.001 per share, of Opsware Inc. outstanding as of July 16, 2007 and (ii)(a) 24,618,041 shares of common stock par value $0.001 per share, of Opsware Inc., which were subject to issuance pursuant to the exercise of outstanding options as of July 16, 2007, multiplied by (b) the amount equal to $14.25 minus $6.16 (the weighted average exercise price of such outstanding options as of July 16, 2007).
**	The filing fee, calculated in accordance with the Securities Exchange Act of 1934, equals $30.70 for each $1,000,000 of value.
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:	$52,404		Filing Party:	Hewlett-Packard Company and Orca Acquisition Corporation
	Form or Registration No.:	Schedule TO		Date Filed:	August 3, 2007

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.
ý	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: ý

CUSIP No. 68383A101


1.	Name of Reporting Company Hewlett-Packard Company

2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) ý

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) N/A

6.	Citizenship or Place of Organization Delaware

Number of Shares		7.	Sole Voting Power 104,249,566
Beneficially
Owned by Each		8.	Shared Voting Power
Reporting
Company With		9.	Sole Dispositive Power 104,249,566

		10.	Shared Dispositive Power

11.	Aggregate Amount Beneficially Owned by Each Reporting Company 104,249,566

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) 96%

14.	Type of Reporting Company (See Instructions) CO

This Amendment No. 7 to Tender Offer Statement on Schedule TO (this "Amendment"), filed with the Securities and Exchange Commission (the "SEC") on September 17, 2007, amends and supplements the Tender Offer Statement on Schedule TO (as amended, the "Schedule TO") filed with the SEC on August 3, 2007 and subsequently amended by (i) Orca Acquisition Corporation, a Delaware corporation ("Purchaser") and wholly-owned subsidiary of Hewlett-Packard Company, a Delaware corporation ("Parent"), and (ii) Parent. The Schedule TO relates to the offer by Purchaser to purchase all outstanding shares of common stock, par value $0.001 per share (the "Shares"), of Opsware Inc., a Delaware corporation, at a purchase price of $14.25 per Share, net to the seller in cash without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated August 3, 2007 (the "Offer to Purchase") and in the related Letter of Transmittal, copies of which are attached to the Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively. Capitalized terms used but not defined herein have the meanings ascribed to those terms in the Schedule TO.

The information in the Offer to Purchase and in the related Letter of Transmittal is incorporated into this Amendment by reference to all of the applicable items in the Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein.

Items 8 and 11. Interest in Securities of the Subject Company; Additional Information.

Items 8 and 11 of the Schedule TO are hereby amended and supplemented by including the following:

"The Offer expired at 5:00 p.m., New York City time, on Friday, September 14, 2007. The Depositary for the Offer has advised Parent and Purchaser that, as of such time, an aggregate of approximately 104.2 million Shares (including Shares tendered by notice of guaranteed delivery) were validly tendered into, and not withdrawn from, the Offer, representing approximately 96% of the outstanding Shares. Purchaser has accepted for payment all Shares that were validly tendered and not withdrawn, and payment will be made promptly, in accordance with the terms of the Offer.

On September 17, 2007, Parent issued a press release announcing the results of the Offer as of the expiration of the Offer period. Parent also announced that the Merger is expected to occur within the next several days. In the Merger, each outstanding Share not tendered and accepted for payment in the Offer (other than Shares held by the Company, Parent, Purchaser or stockholders who properly perfect appraisal rights under Delaware law) will be converted into the right to receive $14.25 in cash, without interest and less any required withholding taxes. The full text of the press release is filed as Exhibit (a)(5)(vi) hereto and is incorporated herein by reference."

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

"(a)(5)(vi) Press release issued by Hewlett-Packard Company on September 17, 2007."

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/ Charles N. Charnas
	Name:	Charles N. Charnas
	Title:	Vice President, Deputy General Counsel and Assistant Secretary
	ORCA ACQUISITION CORPORATION
	By:	/s/ Charles N. Charnas
	Name:	Charles N. Charnas
	Title:	President and Secretary
Dated: September 17, 2007

EXHIBIT INDEX

(a)(1)(i)		Offer to Purchase, dated August 3, 2007.*†
(a)(1)(ii)		Form of Letter of Transmittal.*†
(a)(1)(iii)		Form of Notice of Guaranteed Delivery.*†
(a)(1)(iv)		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*†
(a)(1)(v)		Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees.*†
(a)(1)(vi)		Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*†
(a)(1)(vii)		Form of Summary Advertisement as published on August 3, 2007 in The Wall Street Journal.†
(a)(5)(i)		Press release issued by Hewlett-Packard Company on July 23, 2007.(1)
(a)(5)(ii)		Opsware Employee FAQs dated August 10, 2007.†
(a)(5)(iii)		Opsware Inc. FAQs dated August 17, 2007 regarding the tender offer and merger process, the treatment of Opsware options and restricted stock, and the treatment of the Opsware Employee Stock Purchase Plan. †
(a)(5)(iv)		PowerPoint Presentation dated August 27, 2007 entitled "HP U.S. Benefits Overview."†
(a)(5)(v)		Press release issued by Hewlett-Packard Company on August 31, 2007.†
(a)(5)(vi)		Press release issued by Hewlett-Packard Company on September 17, 2007.
(b)		Not applicable.
(d)(1)		Agreement and Plan of Merger, dated as of July 20, 2007, by and among Hewlett-Packard Company, Orca Acquisition Corporation and Opsware Inc.(2)
(d)(2)		Form of Tender and Stockholder Support Agreement entered into among Hewlett-Packard Company, Orca Acquisition Corporation and each of the directors and executive officers of Opsware Inc. and certain affiliated entities as of July 20, 2007.(3)
(d)(3)		Mutual Nondisclosure Agreement dated as of May 9, 2007 between Parent and the Company.†
(g)		Not applicable.
(h)		Not applicable.

*: Included in mailing to stockholders.
†: Previously filed.
(1): Incorporated by reference to Exhibit 99.1 to the Form 8-K filed by Hewlett-Packard Company on July 23, 2007.
(2): Incorporated by reference to Exhibit 99.2 to the Form 8-K filed by Hewlett-Packard Company on July 23, 2007.
(3): Incorporated by reference to Exhibit 2 to the Schedule 13D with respect to Opsware Inc.'s securities filed by Hewlett-Packard Company on July 30, 2007.

QuickLinks

Items 8 and 11. Interest in Securities of the Subject Company; Additional Information.

Item 12. Exhibits.

SIGNATURE
EXHIBIT INDEX
EX-99.(A)(5)(VI) 2 a2179764zex-99_a5vi.htm EXHIBIT 99.(A)(5)(VI)
QuickLinks -- Click here to rapidly navigate through this document

Exhibit (a)(5)(vi)

News release

HP Completes Tender Offer for Opsware Inc.; Expects to Complete Acquisition Within Several Days

Editorial contacts:

Emma McCulloch, HP
+1 650 857 4183
emcculloch@hp.com

HP Media Hotline
+1 866 266 7272
pr@hp.com
www.hp.com/go/newsroom

Hewlett-Packard Company
3000 Hanover Street
Palo Alto, CA 94304
www.hp.com

PALO ALTO, Calif., Sept. 17, 2007—HP today announced that it has completed its tender offer for Opsware Inc.

HP's tender offer for all of the outstanding shares of Opsware expired at 5 p.m., New York City time, on September 14, 2007. As of that time, approximately 104.2 million shares, representing approximately 96 percent of Opsware's outstanding shares, were tendered and not withdrawn in the offer (including shares tendered by notice of guaranteed delivery). HP has accepted for payment all tendered shares.

The completion of the tender offer is the first step in HP's two-step acquisition of Opsware. The second and final step, the merger of Opsware with an HP subsidiary, is expected to occur within the next several days.

About HP
HP focuses on simplifying technology experiences for all of its customers—from individual consumers to the largest businesses. With a portfolio that spans printing, personal computing, software, services and IT infrastructure, HP is among the world's largest IT companies, with revenue totaling $100.5 billion for the four fiscal quarters ended July 31, 2007. More information about HP (NYSE: HPQ) is available at www.hp.com.

Forward-looking statements
This news release contains forward-looking statements that involve risks, uncertainties and assumptions. If such risks or uncertainties materialize or such assumptions prove incorrect, the results of HP and its consolidated subsidiaries could differ materially from those expressed or implied by such forward-looking statements and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including the expected benefits and costs of the transaction; management plans relating to the transaction; the expected timing of the completion of the transaction; any statements of the plans, strategies and objectives of management for future operations, including the execution of integration plans; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. Risks, uncertainties and assumptions include the possibility that expected benefits may not materialize as expected; that the transaction may not be timely completed; that the parties are unable to successfully implement integration strategies; and other risks that are described from time to time in HP's and Opsware's Securities and Exchange Commission reports, including but not limited to the risks described in HP's Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2007 and Opsware's Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2007. HP assumes no obligation and does not intend to update these forward-looking statements.

Note to editors: More news from HP, including links to RSS feeds, is available at www.hp.com/hpinfo/newsroom/.

© 2007 Hewlett-Packard Development Company, L.P. The information contained herein is subject to change without notice. HP shall not be liable for technical or editorial errors or omissions contained herein.

09/2007

QuickLinks

Exhibit (a)(5)(vi)

GRAPHIC 3 g325369.jpg G325369.JPG begin 644 g325369.jpg M_]C_X``02D9)1@`!`0$!L`&P``#__@`P35),3%]'4D%02$E#4SI;2$573$54 M5"U004-+05)$74A07TM?0D%.3D52+D504__;`$,`!P4&!@8%!P8&!@@(!PD+ M$@P+"@H+%Q`1#1(;%QP<&A<:&1TA*B0='R@@&1HE,B4H+"TO,"\=(S0X-"XW M*BXO+O_```L(`$P"T`$!$0#_Q``<``$``P`#`0$``````````````P<(!`4& M`0G_Q`!#$``!`@,&`@4*!`0$!P```````0(#!`4&$155E-$'$@@A,5&!$Q0B M-$%A<7*1L19B@J$C,E*2,T-3P4149(.3HK+_V@`(`0$``#\`S_CU?:>O1:E#I,E`<^`Z:>]&1HCDNYDYNIR-;S+?WW%56VMI5J[:V MK567J4W"EYB82E)F?FX,G)P7QIF.](<.&Q+W/G!E5]B(G8YWYEZD7L[U[_CQ:+\.\.*BL*)R3 M4_=)0;EZ_3OYE\&([]C+7"&SOXGX@TBGQ&3A^DJ+\51&^)NW MXBY#PENN%]D[90HCYV1;+5%R>C/2J(R*B_F]CT^;P5#(O$.P=:L)5O,JFQ(L MO%O66FX:+Y..U/LY/:WV>]+E/(@````````````````````````````````` M````EEO687SI]R(``TWT9;"0H4F^VU1@(Z/&5T*GHY/Y&)U/B)[U6]J+W(O> M:(,H=*.T?GUJ9*ST&)?!IL'RD5$_U8ER_LU&_P!RGH^BU1Y:3I]6M+.184.+ M,/24@<[T:O(VYSU^"N5J?I-%L)'B$C_SDO_Y6[G36QLY2+;6;F://*R)!BI?#C,5'+!B)_*]J]Z?NEZ>T MPC:*C3MGJY/46HP^2:E(JPWI[%N[')[E2Y4]RG6@```````````````````` M````````````````$LMZS"^=/N1``GD9:+.SLO)P$OBQXC83$[W.5$3]U/T- MH5,EJ+1I&DRC>67DX#(+$]S4NO\`'M)Y^;@2$C,STR_DEY>$Z+$'CK`,I4.:K,*;G M9V&Z(Z7AP5;Y%$N[77K?UJJ>"EJ]%&?JL5M?D8D:+$I;2Z^SRJL-(U3Y/)2'D%1R(YJNO5U_L:B+V>VX]9T79JJI;B:E):-%PYTF^),PK_0O M16HQ;NR^];K^VZ\[7I5V?9+U>D6D@,1/.X;I:.J)VO9UM5?>K55/TH9]```` M`````````````````````````````````)9;UF%\Z? M(]/=%A\TK3KYV->G5Z%W(G]ZM^BG&XW6B_$G$6J1X<17RLH[S.!U]7+#O153 MW*[F7Q+BLG=PYZ/DW6U3R=2J<-8T->QW/%N9"^C;G?4S]8.@OM1;"DT1J.5L MU,-2*J=J0T])Z_VHI8O28K[)^V$K0)5424H\ND/D:O4D1Z(J_1J,3P4LGHNV M=\PLI.V@C,NC5.-R0E5/\J'>EZ?%RN^B'-Z4,NV-PY@15:BN@5&$Y%O[+VO: MOW,A`````````````````````````````````````$LMZS"^=/N1``[FQU09 M2;646IQ%5(VYJ\D.[_N.#4'YU%8WL3J5 MD-O@B.^J'"Z-E-EJ?"M';RI)RRE,EG0H;U[[N>(J>]&HU/U%.3<>H6IM/%CJ MU8E0JDXJHU%[8D1_4B>*HAOFS5(EZ!0*=199$\C)2[(*+_5I9G$GAM7:W8NSU MD+-3,A+R%.1JQW3,1[%B.:SE;M#2[52UH;4R;) M.#)7Q($!T5KWQ(JIW\S>N[OO5/:;;H]4I]: MILO4Z7-0YF3F&(^'%AK>CD_V7O1>M#FE=\<[1?ASAS4XD*)R34ZB24#KZ[W] M3E3X,1RF4^$MG?Q1;^CTU[.:6;%2/,(O9Y)GI.1?CYRNJJ?````` M````````````````````````````````"66]9A?.GW(@``>RX?\`$2T=A9IS MZ5,-B2<5U\:2CWNA1%[[NUKO>GC>::L)QLLQ:N=E*5$EYRGU69VEI]G($2^%3H/E8S4_U8G8B_!B)_K4O_*I:=4XM\/*;"5\6TTI'6[J9*HZ,Y?= MZ**GU4IVW?2&FYR%%D;'R3Y)CKVK/32(L6[\K$O1OQ55^"%`34S,3DQ%FIJ/ M$C1XKE?$B1'*YSW+VJJKUJI$```````````````````````````````````` M`"66]9A?.GW(@``"Y^B_(2TWQ!CS4=G-$DY%\6#^5RN:Q5_M[G1T5WU K!FJ]>\```````````````````````````````````````EEO687SI]S_V3\_ ` end -----END PRIVACY-ENHANCED MESSAGE-----